Greg Snyder – Director, IR Mark McGettrick – EVP and CFO Tom Farrell – Chairman, President and CEO Paul Koonce – CEO, Dominion Virginia Power

Paul Ridzon – Keybanc Jonathan Arnold – Deutsche Bank Paul Patterson – Glenrock Associates Daniel Eggers – Credit Suisse Shah Preza [ph] – Citi Investment Research Mike Bolte – Wells Fargo

Good morning and welcome to Dominion's third quarter earnings conference call. 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 to the procedure to follow if you would like to ask a question. I would now like to turn the floor over to Greg Snyder, Director of Investor Relations for the Safe Harbor statements.

Good morning and welcome to Dominion's third quarter earnings conference call. During this conference call, we will refer to certain schedules included in this morning's earnings release and pages from our third quarter earnings release kit. Schedules in the earnings release are intended to answer the more detailed 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 with questions in the time permitted after our prepared remarks we ask that you use the time to address the questions of a strategic nature or those related to fourth quarter 2009 guidance or our 2010 outlook. If you have not done so, I encourage you to visit our website, register for e-mail alert and view our third quarter 2009 earnings document. Our website address is www.dom.com/investors. In addition to the earnings release kit, we also have added a slide presentation that will guide this morning's discussion that can be accessed through our website. 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 risk and uncertainties. Please refer to our SEC filings, including our most recent annual report on Form 10-K and our 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 the call, we will discuss some measures about our company's performance that differ from those recognized by GAAP. Those measures include our fourth quarter and full-year 2009 operating earnings guidance and our outlook for 2010, as well as operating earnings before interest and tax, commonly referred to as EBIT. Reconciliation 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. I will now turn the call over to our Chief Financial Officer, Mark McGettrick.

Thank you, Greg, and good morning, everyone. Joining me on the call this morning is our CEO Tom Farrell; and other members of our management team. Tom Farrell will update you on regulatory proceedings and other operational and strategic issues following my overview of third quarter financial results and fourth quarter operating earnings guidance. We will then be glad to take your questions. Dominion had a strong third quarter. Operating earnings were $0.99 per share, $0.06 above the upper end of our quarterly guidance range. These results were driven by good performance from our business units as well as the lower financing costs and income taxes. I will cover these results in more detail in a moment. When compared to the third quarter of 2008, our operating earnings were up $0.05 per share, despite one of the mildest Julys on record in terms of weather. You can find a complete reconciliation of operating earnings compared to quarterly guidance on pages 30 through 35 of the earnings release kit. GAAP earnings was $1 per share for the third quarter. The principal item excluded from operating earnings was a net gain on securities held in the nuclear decommissioning trust which offset an adjustment at our Peoples and Hope subsidiaries which as you recall are held for sale. A reconciliation of GAAP to operating earnings can be found on schedules two and three of the earnings release kit. Now moving to third quarter operating results for our business units. Third quarter 2009 EBIT for Dominion Virginia Power exceeded the top of our guidance range. Retail kilowatt hour sales were down 3.5% from the third quarter of 2008, primarily driven by mild weather in July. We had accounted for this in our earnings guidance. Adjusted for weather, retail sales were off less than 1% and it should be noted that weather adjusted residential sales were up 1.5% from the same period last year. Although overall sales were slightly down, Dominion Virginia Power’s revenues were up because of higher electric transmission and military privatization revenues. Third quarter EBIT for Dominion Energy also exceeded the top of our guidance range. Higher than expected transportation and storage revenues as well as sales of other products and services at gas transmission were key contributors to the strong performance. Finally, at Dominion Generation, third quarter EBIT was in the upper half of our guidance range. The effect of mild weather in July and an unplanned outage at Millstone Unit Two had already been incorporated into our guidance. These results were consistent with our expectations. At consolidated level, interest expenses and our effective tax rate were lower than expected. Overall, we are very pleased with our operating results for the third quarter. Moving to cash flow and treasury activities, cash flow from operations was $1.1 billion in the third quarter and $3 billion for this first nine months of the year. Liquidity was very strong at $3.9 billion. For statements of cash flow and liquidity, please see pages 15 and 46 of the earnings release kit. During the quarter, we issued $500 million of debt at the parent company and swapped some additional fixed rate debt to floating. Improvements in the capital markets have reduced our financing cost compared to earlier expectations and should have a positive impact on operating earnings for the remainder of 2009 and 2010. We have budgeted another $300 million of debt at the parent company during the fourth quarter and we will continue to evaluate the need for this issue as the quarter develops. We entered into pre-issuance hedges early this year at attractive levels for an anticipated debt issuances for 2009 and 2010. These transactions have been very positive for us. Turning to equity, we have raised $437 million through the first three quarters. We anticipate raising another $63 million in the fourth quarter through our automatic plans. In 2010, we still expect to raise $250 million from the automatic issuance plans and only view about a $150 million from market issuances. Now to fourth quarter guidance and our outlook for 2009 and 2010. Dominion expects fourth quarter 2009 operating earnings in the range of $0.55 to $0.65 per share, compared to operating earnings of $0.72 per share in the fourth quarter of 2008. A summary of the company’s fourth quarter 2009 guidance can be found on pages 36 through 38 of Dominion’s earnings release kit. With our strong results for the first three quarters and our forecast for the fourth quarter, we are able to affirm our 2009 operating earnings guidance of $3.20 to $3.30 per share. We are also affirming our $3.20 and $3.40 per share operating earnings outlook for 2010. We based our 2010 on a number of factors including a range of possible outcomes from the Virginia rate case; the current level of forward commodity prices, primarily in the second half of next year; and lower financing costs and operating expenses. We have also taken steps to further reduce our sensitivity to 2010 commodity prices since our July 31st call. We have added to our 2010 hedge positions from Millstone and natural gas production. We have opportunistically hedged monthly and quarterly volumes to take advantage of market movements at levels that support our outlook range. Our sensitivity to $1 move in natural gas prices in 2010 is now only about $0.09 per share. We were able to add to our 2011 hedge positions for Millstone as well. The update to our 2010 and 2011 hedge positions can be found on pages 39 to 41 of our earnings release kit. I will now turn the call over to Tom Farrell.

Good morning, everyone, and thank you for joining us. I am pleased to report that safety performance improved in the third quarter in each of our business units. Our nuclear fleet continued its excellent operations in the third quarter with the net capacity factor of 97% excluding refueling outages. Equivalent availability at our large coal units was 94% for the quarter, the highest level since 2006. At Dominion Energy, the pipeline unit executed full contract extensions for firm transportation, and storage services were two of its three largest customers at tariff rates. At Virginia Power, we reduced our average minutes out excluding major storms to 108 minutes for the rolling 12 months ending September 2009. This is the lowest level since 2001. We continue to make progress on our infrastructure growth projects. At the end of the third quarter, the Virginia City Hybrid Energy Center was 50% complete and the Bear Garden Power Station was 23% complete. Both projects remain on schedule and on budget. Our two main transmission projects, the Meadowbrook-to-Loudoun and Carson-to-Suffolk lines are also on schedule for 2011 in service state. All of these projects totaling over $3 billion in new investment qualify for enhanced rates of return. Dominion also announced that it had requested the pre-filing process for our proposed Appalachian Gateway project. The $635 million pipeline portion of the project will ensure market access for the participating Appalachian producers by firming up transportation rights. The gathering expansion estimated at $250 million will construct additional gathering and processing facilities as well. If approved, construction would begin next year and all of the facilities will be in service by the fall of 2012. Last year, we formed out about 115,000 acres of land in the Marcellus Shale formation to Antero at a price of over $3000 per acre with the retained 7.5% royalty interest. Dominion owns the right to an additional 450,000 acres of Marcellus formation acreage. There has been a resurgence of interest in the region as evidenced by several recent transactions at strong prices. We have had a lot of questions recently from analysts and investors about our plants for the Marcellus acreage. I want to reiterate that we have no plans to develop this asset ourselves and intend to monetize the acreage over the next two years depending on market conditions through an outright sale, form out or similar transaction. Proceeds from any transaction would be used to offset the need to issue new common stock. I want to give you a brief update on the state of the economy in our Virginia service territory. The national unemployment rate continues to rise reaching 9.8% in September. The rate in Virginia is declining; it peaked at 7.1% in June and has since declined to 6.7% in September. Unemployment for the portion of the states served by Dominion is even lower at around 6%. While Dominion has been affected by the economic downturn, its impact continues to be mitigated by our customer mix and the relative economic strength of our service territory. New connects for the first nine months of the year were over 23,500 which is on pace to exceed our 2009 forecast of about 30,000. A recent report by Forbes Magazine ranked Virginia as the number one state in the nation for doing business for the fourth consecutive year. We believe that as we exit the year, we will see increasing weather normalized sales and continued revenue growth at Virginia Power. Now, I want to update you on the progress and our regulatory proceedings. On September 15th, we posted our 2010 Annual Electric Transmission Rate with PJM. This FERC approved formula rate methodology is forward looking and has a true-up provision to ensure the full recovery of costs. It is filed each year to keep revenues and earnings on pace with what we expect to be substantial, additional investment in infrastructure that includes NERC-related compliance capital and O&M expense. This year’s filing include about $500 million in compliance-related CapEx for 2010, which will be reflected in rates beginning on January 1. About two-thirds of this CapEx qualifies for enhanced rate of return. Dominion Energy received FERC approval for its Hub I and Rural Valley construction projects as well as the peer reinforcement project at Cove Point. These three projects represent an investment opportunity of about $125 million. The regulatory proceedings in Virginia continued to move forward. We expect to receive testimony from the other parties in the case during this quarter. Hearings are scheduled for January, and if the case is fully litigated, we would expect an order from the Commission in March or April. Thank you. And we are now ready for your questions.

At this time, we will open the floor for questions. (Operator instructions). Our first question comes from Paul Ridzon with Keybanc. Paul Ridzon – Keybanc: Good morning. How are you?

Good morning, Paul. Paul Ridzon – Keybanc: Had a quick question, did you indicate that Marcellus line position could eliminate the need for equity or offset the need for equity?

I say it would depend on how much was sold. Paul Ridzon – Keybanc: Remind us what your equity forecast was.

Equity forecast for 2010 was $250 million through our automatic plans and about a $150 million at the market. Paul Ridzon – Keybanc: And then, did you change your language around forward guidance? In that you had marked your open position to the current strip as opposed to a point of view number that you had on net gas.

What I mentioned there Paul was – since we got a lot of questions about gas price views and the divergence around that, what I try to do is, we still give a sensitivity per $1 move of natural gas prices and that’s $0.09. But I referenced that at current market prices, we are still feel very comfortable with our range of $3.20 to $3.40 for 2010. So you will probably hear us referencing it to mark it in the future, so that gives you a current gauge as opposed to just a view. Paul Ridzon – Keybanc: Just to clarify, if you took your open book market to the current strip, you will be comfortable in your range?

Yes sir. Paul Ridzon – Keybanc: Okay, thank you.

Thank you. Our next question comes from Jonathan Arnold with Deutsche Bank. (Operator instructions).

Welcome back, Jonathan. Jonathan Arnold – Deutsche Bank: Thank you. Thank you, guys. Good morning. I am – just was going to pickup on the same theme as Paul did. If I heard Mark correctly, you said Mark it was – that comment around current commodity prices, you said primarily in the second half. Can I – can we read that to mean that you have pretty much closed out your first half exposure and most of your unhedged position is in the second half of 2010?

Yes, Jonathan, we have talked on a – the last couple of calls, our intent was to focus on the first half, because longer term you have a greatest chance to reach the range that we have. So we have closed out most of our hedging position for the first half, and our open positions are focused in the third and fourth quarter. Jonathan Arnold – Deutsche Bank: Thank you very much.

Thank you. Our next question comes from Paul Patterson with Glenrock Associates. (Operator instructions). Paul Patterson – Glenrock Associates: Good morning, guys.

Good morning.

Good morning, Paul Paul Patterson – Glenrock Associates: Just on that theme, what’s driving you guys to be more comfortable with the market price in terms of putting it into your – in terms of using that as opposed to what you were doing previously? Is it cost cutting that you guys are doing, is it a change in the marketplace itself? What is it that that makes you feel more comfortable about it?

Well, we said Paul in the last call when we got a lot of questions on the view that if you thought our view was reasonable then you should probably be in the upper part of our range. If you took more of a market view or at that point the current price view, you’ll probably be closer to the bottom end of the range. So what we just tried to do today is to say we still believe it’s possible to get into the $6.75 to $7.25 range, but everyone that’s focused on market strips today, where you just reference where we would be on that market strip, and that would be we were comfortable that we are in our range for 2010. Paul Patterson – Glenrock Associates: Okay. And then with respect to Dominion Retail, it seems like you made $0.02 in the quarter for it. And I was just wondering with what you are seeing there out there, I know you guys are recently made initiative into PPL territory for 2010, what you see out there strategically in terms of what you guys might be able to accomplish in that? And incidentally was the $0.02 a cash item or was that a recognition of a contract – of the contract values on a marked-to-market basis?

Paul, I am going to ask Paul Koonce to answer that in one second, but let me close out the gas issue. Just to make sure everyone is following the disclosure on the hedging, and note that we did make significant progress in our hedges for 2010, where we increased our Millstone hedges by 10% up to 70% for next year. And we increased our natural gas hedges by a little over 10%, almost 11%, and so we are 70% hedged. So based on historical levels, we are approaching very, very close year-end numbers as we have in terms of hedge levels over the last several years. And with that, I will turn it over to Paul to address Dominion Retail.

Sure. Thanks Mark. With respect to the $0.02 that’s cash, these are sales to household retail accounts and the accounting around that is very straightforward. In terms of the outlook with commodity prices declining over the past year, there have been opportunities to add customers through out Nepool, PJM, and Ercot, and we just very steadily added customers, and you are seeing that reflected in the earnings. Paul Patterson – Glenrock Associates: Okay. So we should probably see that increasing I guess overtime.

I think we – it’s just a good steady organic growth as we see opportunities to add customers. And of course key to that is what is the utilities price to compare? And as we have opportunities to provide customers’ savings versus what they would buy from the incumbent utility, that creates an opportunity to add customers. But that’s the strategy. Paul Patterson – Glenrock Associates: Okay, thank you very much.

Thank you. (Operator instructions). Our next question comes from Daniel Eggers, Credit Suisse.

Good morning, Dan. Daniel Eggers – Credit Suisse: Hi, good morning. First question, can you guys just share your thoughts on the outcome from the Nepool capacity auction and any ramifications that can have on your generating fleet as far as maybe delisting some of the assets or reconfiguring where you sell them?

The capacity auction, Dan, we have already said it’s going to clear to floor based on the demand side resource that are out there and also the drop-off in demand, so we see that situation at the floor. And of course, after this auction, the structure changes a little bit. But I think there is going to be little capacity built in the Northeast. And with the demand side there, if there’s not a strong rebound in terms of growth, then the auction is going to continue to clear at a very low level. Daniel Eggers – Credit Suisse: Okay. And then looking out to 2010, can you just share your thoughts on O&M, cost expectations, inflation assumptions embedded in your numbers, you guys have done a pretty good job managing cost so far this year, is there a room to continue on that front?

Dan, I think we would like to address the specifics for ‘10 after we get a rate order from the Virginia Commission, and then we can lay out exactly what we are looking at in terms of both financing cost, (inaudible) expenditures and we can get greater color around what the Virginia Commission is going to award in terms of the current case. Daniel Eggers – Credit Suisse: Okay. And I guess Tom, big picture, when you think about the 2010, not specifics, but yet from a business driver perspective, obviously natural gas price is an issue, the rate case is an issue, are there any other major swing factors that you look that next year we should be thinking about?

No, I think you’ve summed those up. We – the construction projects – they’re like our transmission projects, the Bear Garden and the Virginia City under the Virginia legislation as we continue to build those, we continue to have those reflected in our rates as we build them. So that’s an important driver to continue to make progress on those. We’re obviously at quite pleased to be on budget and on schedule in both of – in all those projects, the electric transmission and the power generation. We have a number of projects at the pipeline that we mentioned. Our pipeline projects, there are some bigger ones like Appalachian Gateway and potentially downstream, the joint venture with Keystone with – excuse me with Williams for the Keystone pipeline, but we are sort of almost constantly building out adding compression, doing looping, adding $35 million here, $50 million there that don’t get to headlines that people pay attention to. But they continue to grow their rate base of that pipeline. It’s since Dominion acquired Consolidated Natural Gas, that system has more than doubled its rate base. And we continue along with those projects. So there’s lots of opportunities for us to continue to grow our infrastructure, carrying out the plan we announced three years ago which is to concentrate on building our regulated asset base organically, that’s why 90% of our growth capital is being going into regulated projects. Daniel Eggers – Credit Suisse: Great. Thank you. See you guys next week.

Thank you, Dan.

Thank you. Our next question comes from Shah Preza [ph] with Citi Investment Research. Shah Preza – Citi Investment Research: Hi, three questions on your 2010 guidance. If gas comes in below $6.75, could we assume that it won’t hit the low end of your guidance range? Second question is what debt co recovery are you assuming in your guidance range? I know you guys are assuming a variety of outcomes, but does the top end of your range assume full recovery? And what kind of load assumptions as far as industrial load are you assuming for 2010, stabilization or some growth?

Let me take the first and the third – it’s Mark McGettrick. First on the gas price, we have said a number of times that there are four key factors in our 2010 guidance, one is rate case assumptions, the second is our commodity prices, the third are O&M expenses, and the fourth are financing and taxes. And to look at it single one of those and make assumptions on a range for commodity or rate case assumptions, et cetera, would be a mistake. So to answer your question if we fall below $6.75, are we outside the range? The answer to that is no, that we have other leverage in the company that we can look at to try to offset that if it falls more than a $1 below. Tom will answer the second question.

Which is again – trying to understand, what are our assumptions for the outcome in the rate case which as we have said since we filed the rate case on March 31st, the case is sitting at the Commission, what we are asking for is public record. And what we are including in our guidance is a wide variety of potential outcomes. And it’s forecast by the way, not guidance for 2010. Shah Preza – Citi Investment Research: Right.

In terms of industrial sales, first off, we are very light on industrial sales anyway compared to almost all other utilities. Our industrial sales were down about 9% third quarter over third quarter. And our expectations for next year is that industrial sales will in an increase only modestly. But the main drivers for our sales in the state are residential and commercial, and we are already starting to see a stabilization and growth – and we expect growth coming out of the year for both those areas. Shah Preza – Citi Investment Research: Okay, thanks for questions and answers.

Thank you. (Operator instructions). Our next question comes from the Mike Bolte, Wells Fargo. Mike Bolte – Wells Fargo: Hi guys.

Hi Mike. Mike Bolte – Wells Fargo: On the Marcellus acreage, did I hear you guys say you have a 450,000 or any acres, because I was wondering I thought maybe previously it was a like a broader range. I was wondering if that’s like a refinement or I just heard it wrong or how to look at that?

No, we had said – I believe Mike that we had – we estimated between 400,000 to 500,000 acres remaining. What we have been doing over the last really I guess almost six months and is now complete is going through to make sure that we have been looking at every leads we have. So we haven’t bought this acreage. This is all acreage that’s under existing leases and we needed to make sure that we had drilled the wells to hold of lease, the validity of the lease, so that when we take Marcellus acreage to acre – acreage to market that the buyers can see that that acreage is actually secure. So, well, we have completed that work and it totals 450,000 acres. Mike Bolte – Wells Fargo: Perfect. Thanks.

Thank you.

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

Yes, thank you. We would like to thank everybody for joining us this morning. Just a reminder that our Form 10-Q are expected to be filed with the SEC early next week and our year-end 2009 release is scheduled for January 28th. Thanks again for joining us and we hope to see a number of you at EEI next week.

Thank you. This does conclude this morning’s teleconference. You may disconnect your lines and enjoy your day.