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

Hugh Wynne - Sanford Bernstein Paul Fremont - Jefferies Angie Storozynski - Macquarie Capital

': I would now like to turn the conference over to Greg Snyder, Director of Investor Relations, for a Safe Harbor treatment.

': Schedules in the earnings release kit 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. If you have not done so, I encourage you to visit our website, register for email alerts and view our first quarter 2010 earnings documents. Our website address is www.dom.com/investors. ': Schedules in the earnings release kit 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. If you have not done so, I encourage you to visit our website, register for email alerts and view our first quarter 2010 earnings documents. Our website address is www.dom.com/investors. ': ': ': I will now turn our call over to our CFO, 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. As most of you know, we will be hosting a meeting for investors and analysts next Friday, May 7th in New York where we will lay out our financial and strategic plans. If you plan to attend, please go to our website and register. ': Our operating earnings for the first quarter of 2010 were $0.96 per share, which was above the midpoint of our guidance range. Earnings from our operating segments were solidly within our range and were also helped by lower interest expenses. When comparing these results to the first quarter of 2009, our operating earnings were $0.02 per share lower than last year. This change was driven by lower merchant generation margins, largely due to lower commodity prices. GAAP earnings were $0.29 per share for the first quarter. The major differences between GAAP and operating earnings were charges related to our workforce reduction programs, a charge related to the new health care reform law and book loss on our sale of Peoples Gas. A summary and reconciliation of GAAP to operating earnings can be found on Schedules 2 and 3 of the earnings release kit. Now, moving to results by operating segment. At Dominion Virginia Power, first quarter operating earnings were flat compared to the first quarter of last year. Modestly favorable weather and higher revenues from rate riders were offset by storm restoration cost and slightly lower earnings from Dominion Retail. ': First quarter operating earnings at Dominion Generation were down relative to the first quarter of 2009. Modestly favorable weather and higher rider-related revenues were more than offset by lower margins from our merchant fleet due to commodity prices and an unplanned outage at Millstone in January. In addition to our traditional presentation of operating results from our three business units, we have prepared a number of supplemental schedules in alternative format that can be found on our website following the conclusion of our earnings call. These supplemental schedules show quarterly EBIT for the legal entity Virginia Power, which includes utility generation, electric transmission and distribution operations, as well as quarterly EBIT for our regulated gas businesses, merchant generation and Dominion Retail. We hope this provides some of the supplemental information many of you have requested. Moving to cash flow and treasury activities, on February 1 we closed the sale of Peoples Gas. Net proceeds of $542 million were used to pay down debt. Also, as most of you know, on March 15 we announced the sale of our Appalachian E&P operations to CONSOL for $3.475 billion. We expect to close this sale tomorrow. We plan to use the net proceeds from the sale to offset the impact of the rate case settlement, offset our need to issue equity over the next two years, repurchase shares and fund a contribution to our employee pension plans. We will provide the details of our expected use of proceeds on May 7. ': Funds from operations were $878 million in the first quarter compared to $715 million in the first quarter of 2009. Because of the continued strong cash flow, we had no need for our previously planned debt issue. And interest rate hedge related to that planned issue was monetized, reducing total financing costs for the quarter. Liquidity was also very strong at $4.4 billion on March 31. For statements of cash flow and liquidity, please see pages 16 and 36 of the earnings release kit. Also, as we previously outlined, we will be replacing our credit facilities later this year and expect to operate with $3 million to $3.5 billion in credit support. Now to second quarter and full year 2010 guidance. Dominion expects second quarter 2010 operating earnings in the range of $0.55 to $0.65 per share compared to operating earnings of $0.68 per share in the second quarter of 2009. Positive factors for the second quarter of 2010 compared to the prior year include higher rider revenues, the benefit of recent staff reductions, other O&M expense reductions and a reduced share count. Factors offsetting these positives include lower merchant generation margins, a planned refueling outage at Millstone and the lack of earnings from our E&P business beginning on May 1. The main driver to focus on when comparing the second quarter 2010 to the second quarter of 2009 is the seasonal refueling outage at Millstone. This single item is expected to reduce quarter-on-quarter operating earnings by approximately $0.09 per share. On a year-over-year basis, this is only a timing issue, since we will have no Millstone refueling outages this fall as we did in 2009. GAAP earnings for the second quarter of 2009 were $454 million or $0.76 per share. You should expect second quarter 2010 GAAP earnings to be significantly higher than last year due to the closing of our E&P sale. We are affirming our 2010 operating earnings guidance of $3.20 to $3.40 per share today. Despite the decline in power prices over the past few months, we remain confident in our ability to deliver earnings within the range due to our merchant fleet being almost completely hedged as well as a number of other positive factors. These include a larger than expected number of employees electing to accept a Voluntary Separation Plan offer, additional O&M expense savings and lower financing costs due to strong cash flow. Again, please note that we have no Millstone refueling outage this fall. We plan to discuss the details supporting our 2010 and 2011 guidance and publish our earnings guidance kit on May 7. One driver of our earnings guidance that we can update is our sensitivity to changes in commodity prices. As we mentioned on the last call, we have completed our hedging program for 2010, but continue to see some pressure from lower commodity prices and compressed [torch] spreads on our open positions. Our sensitivity to a $5 change in New England power prices for the remainder of 2010 is less than $0.02 per share. We have added to our 2011 hedge positions for Millstone in our New England coal units increasing the coverage of expected output to 40% and 30% respectively. The update of our hedge positions can be found on page 33 of our earnings release kit. ': I will be providing the detailed financial outlook and our consolidated earnings drivers, including our O&M expense management, our CapEx plans and our financing plan. I will discuss the details behind our operating earnings guidance for 2010, our outlook for 2011 and expectations for normalized longer term growth. Once again, I encourage you to go our website and register if you plan to attend. ':

Good morning, everyone, and thank you for joining us. Our operating and safety performance continued to be excellent during the first quarter. Our nuclear fleet achieved a capacity factor of 98% and our regulated fossil and Hydro utility fleet had an equivalent availability rate of 90%. Our merchant fossil and hydro fleet achieved an equivalent availability of nearly 94%, its best first quarter since 2006. We also continued to improve the reliability of our Electric Transmission and Distribution Systems. We were recently ranked number one among our southeast peers in transmission system reliability. Our Pipeline business was ranked number one in customer value and customer satisfaction among its pipeline peers in the Northeast in a recent customer survey. We continue to make good progress on our regulated growth projects. At the end of the first quarter, the Virginia City Hybrid Energy Center was 61% complete and the Bear Garden Power Station was 57% complete. Both of these projects remain on schedule and on budget. Our two major Electric Transmission projects are also on schedule to be fully in service in 2011. All of these major projects totaling over $3 billion in new investment are earning enhanced rates of return. Dominion Energy placed its Rural Valley Gas Transmission Project into service on April 1. Construction of the Pier Expansion at Cove Point started on March 15. ': Now, a few minutes on the progress in our regulatory proceedings. On March 11, the Virginia State Corporation Commission approved the settlement agreement that had been breached by all parties in our base rate case. The authorized return on equity for base rates was set at 11.9%, creating an earnings band for the 2011 biannual review earnings test of 11.4% to 12.4%. The agreement also set the ROE at 12.3%, the rate riders for our Virginia City and Bear Garden generation projects. The State Corporation Commission also issued a ruling on our Demand Side Management filing, approving five programs proposed by the company. Riders to recover the $28.1 million annual revenue requirement from the approved programs will be effective on May 1. During the first quarter we also filed for a $46 million increase in base rate and fuel revenues for our North Carolina service territory. We expect a decision in that proceeding before the end of the year. ': 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 Hugh Wynne with Sanford Bernstein. Hugh Wynne - Sanford Bernstein: I had a question regarding the two largest changes in earnings quarter-to-quarter, and I think those were the $0.12 earnings erosion in merchant generation margin and the $0.09 contribution to operating earnings at corporate and other. And my question was whether the scale of these changes is expected to be similar in future quarters or whether they are important one-off drivers that are affecting these items?

': That was the tax rate that showed up in corporate this quarter and you should assume about a 37% tax rate for the reminder of the year. The other item in corporate that we referenced was taking advantage of an interest rate hedge that we had on a debt issue that based on the cash flow that we currently have that we did not need to issue and we took that into income in the quarter. It is uncertain whether there will be additional hedges released to income in the remainder of the year and that will depend on what our cash position is as we move throughout the year. ': Hugh Wynne - Sanford Bernstein: But what was the EPS contribution of taking that hedge into income in the quarter?

':

Our next question comes from Paul Fremont with Jefferies. (Operator Instructions). Paul Fremont - Jefferies: ':

Yes, you should. Paul Fremont - Jefferies: And I guess my second question is with respect to the Marcellus announcements that you guys made have you indicated to what extent that investment is going to add to the existing processing capability of your midstream plants?

No, we have not. That is an item that we will talk about on May 7 and how that impacts our going-forward plans.

Our next question comes from Angie Storozynski with Macquarie Capital. Angie Storozynski - Macquarie Capital: The first question is about Dominion Retail. I see the volumes at least doubled year-over-year, and you mentioned that there was a lower earnings contribution from this business, which sounds a little bit strange, given the weak power prices and higher volumes.

':

We did have a very good first quarter. We added about 245,000 net new customers and we do have a pickup in volumes year-over-year. Really offsetting the success somewhat was the gas book. In the markets where we provide gas, retail service, the weather and the economy reduced consumption, and we did experience some slightly lower per unit margins. So those two factors really led to the results in the first quarter. But as you know, gas will be much less as far as the book in the second and the third quarter. So, we actually expect to see the benefits of that electric book really to show through. Angie Storozynski - Macquarie Capital: And looking at the volumes at the electric business is there any target that you are trying to achieve? Are you growing this business even more or the current volume is pretty much where you want to stay?

': ': ':

': Angie Storozynski - Macquarie Capital: ':

':

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

': ': ':

':