Thomas F. Farrell II - Chairman, President and CEO Mark F. McGettrick - EVP and CFO Ashwini Sawhney - VP, Accounting and Controller Paul D. Koonce - EVP, Dominion Resources, Inc. CEO, Energy Infrastructure Group and CEO, Dominion Virginia Power Tom Harlin - VP, Investor Relations

Greg Gordon – ISI Group, Inc. Dan Eggers - Credit Suisse Paul Fremont - Jefferies Steven Fleishman - Wolfe Research Jonathan Arnold - Deutsche Bank Julien Dumoulin-Smith - UBS Securities LLC Paul Patterson - Glenrock Associates Michael Lapides - Goldman Sachs

Good morning and welcome to Dominion’s Third Quarter Earnings Conference Call. On the call today, we have Tom Farrell, CEO; Mark McGettrick, CFO; and other members of senior management. At this time each of your lines is in listen-only mode. At the conclusion of today’s presentation, we will open the floor for question. (Operator Instructions) I’d now like to turn the call over to Tom Harlin, Vice President of Investor Relations and Financial Analysis, for the Safe Harbor statement

Good morning, and welcome to Dominion’s third quarter 2013 earnings conference call. During this call, we will refer to certain schedules included in this morning’s earnings release and pages from our earnings release kit. 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 the investor relations page on our website, register for e-mail alerts, and view our third quarter 2013 earnings documents. Our website address is www.dom.com. In addition to the earnings release kit, we have included a slide presentation on our website that will guide this morning's discussion. 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 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 this call, we will discuss some measures of our Company's performance that differ from those recognized by GAAP. Those measures include our third quarter 2013 operating earnings and our operating earnings guidance for the fourth quarter and full year 2013, 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 on schedules 2 and 3 and Pages 8 and 9 in our earnings release kit. Joining us on the call this morning are our CEO, Tom Farrell; our CFO, Mark McGettrick, and other members of our management team. Mark will discuss our earnings results for the third quarter and our guidance for the fourth quarter. Tom will review our operating and regulatory activities for the quarter and review the progress we’ve made on our growth plan, including an update on our West Virginian Marcellus farmout project. I’ll now turn the call over to Mark McGettrick. Mark F. McGettrick: Good morning. Dominion’s operating earnings were $1 per share for the third quarter compared to our guidance range of $0.85 to $0.95 per share. The contribution of the TL-388 pipeline to Blue Racer originally planned for the fourth quarter, added $0.07 per share to third quarter earnings. Even without this gain, earnings for the quarter would have been near the top of our guidance range. Lower operating and maintenance expenses, lower income taxes and lower interest expenses offset the impact of mild weather and lower merchant margins. Mild weather reduced earnings for the quarter by about $0.04 per share and lower than expected margins from our merchant generating plans reduced earnings by another $0.03 per share. Weather adjusted kilowatt hour sales for the quarter include about 1% compared to last year. Year-to-date residential sales are up about 1%. Data center sales are up 13% and industrial sales are up 2.1%. However, sales to commercial customers are flat and sales to governmental customers are down about 1.8% for the year. We continue to study these results and we will update our expectations along with our 2014 guidance after the first of the year. GAAP earnings were $0.98 per share for the quarter. The difference between third quarter GAAP and operating earnings is driven primarily by charges related to the repositioning our producer services businesses. A reconciliation of operating earnings to reported earnings can be found on Schedule 2 of the earnings release kit. Now moving to results by operating segment. Dominion Virginia Power, EBIT for the third quarter was $241 million, which was slightly below its guidance range. For electric distribution, kilowatt hour sales were below expectations due to milder than normal weather. EBIT at Dominion Retail was at its lower end of its guidance range due to customer attrition and lower volumes for polar [ph] customers. Third quarter EBIT for Dominion Energy was $289 million, which was above the top of its guidance range. As I mentioned earlier, the date for the contribution of the TL-388 pipeline was moved to the third quarter from the fourth adding about $75 million to EBIT. Other factors contributing to the strong results at Dominion Energy were lower operating and maintenance expenses and higher transportation and storage revenues. Dominion Generation produced EBIT of $579 million in the third quarter, which was below its guidance range. Milder than normal weather led to lower sales and lower ancillary service revenues for utility generation business, lower than expected margins from a merchant generating plants were also a factor. Lower operating and maintenance expenses helped to partially offset some of these negatives. On a consolidated basis, our effective tax rate was 33.3% for the quarter compared to a 35.5% rate for the midpoint of our guidance range. Moving to cash flow and treasury activities, funds from operations were $2.8 billion for the first three quarters. Regarding liquidity, we’ve $3.5 billion of credit facilities. Commercial paper, and letters of credit outstanding at the end of the quarter were $2.1 billion and taking into account cash and short-term investments, we ended the quarter with liquidity of $1.6 billion. During the quarter, we extended the terms of all of our credit facilities for 2018. For statements of cash flow and liquidity, please see Pages 14 and 26 of the earnings release kit. Now, moving to our financing plans, in September we announced the formation of Dominion Gas Holdings, a first tier subsidiary of holding company for most of our regulated natural gas businesses. Dominion Gas Holdings provides greater visibility of the capital structure and earnings from these businesses and allows us to raise capital on better terms. Debt ratings for the new entity were A3 from Moody’s, A- from Standard & Poor’s and BBB+ from Fitch. Because of the structural subordination caused by the new issuer, Standard & Poor’s reduced its rating on Dominion senior unsecured debt from A- to BBB+. There were no changes to Dominion ratings by Fitch or Moody's. In October Dominion Gas raised $1.2 billion to a 144A senior notes offering consisting of 3, 10 and 30-year notes which are expected to be registered with the SEC next year. We also raised $585 million for Virginia Power in August. These issues were very well received by the market and we thank those of you who participated. We do not anticipate assessing the capital markets for additional financing this year. In September, we announced that we plan to form a MLP next year using the expected cash flows from Cove Point import and export and the Blue Racer Midstream joint venture. We are likely to file the S-1 during the first quarter and come to the market around the middle of the year. The MLP structure including the partnerships and incentive distribution rights is expected to create significant value to Dominion shareholders over time. Now to earnings guidance. We are updating our fourth quarter earnings guidance to reflect the transfer of the TL-388 pipeline to the Blue Racer joint venture during the third quarter. We now estimate operating earnings for the fourth quarter of 2013 within the range of $0.85 to $0.95 per share. Let me walk you through the drivers of the $0.21 increase from last year's fourth quarter to the midpoint of this year's range. To remove the unique items from last year's $0.69, we subtract the $0.08 per share from last year's initial asset drop into Blue Racer. Then we add that $0.05 per share of weather hurt from last year and about $0.10 per share due to last year's refueling outage at Millstone. A significant portion of the operation and maintenance expense reductions we discussed early in the year is expected to show up in the fourth quarter, adding another $0.05 per share. The next step on the chart shows our normal operating earnings drivers which includes sales growth higher rider revenues and earnings from Blue Racer and our gas infrastructure projects. And finally we note the loss of $10 million in anticipated earnings from our producer services business largely offset by the exploration of the Millstone generator tax. Our operating earnings guidance for 2013 remains $3.20 to $3.50 per share. Operating earnings for the first three quarters of 2013 was $2.44 per share. Adding the midpoint of the range for the fourth quarter to the year-to-date earnings will take you to the middle of our guidance range for the entire year. As to hedging, you can find our hedge positions on Page 28 of the earnings release kit. Since our last earnings call, we have increased our Millstone hedge position from 80% to 83% for 2014 and from 58% to 71% for 2015. We have also begun hedging for 2016 and now have 11% of projected output hedged. So let me summarize my financial review. Operating earnings were $1 per share for the third quarter compared to a guidance range of $0.85 to $0.95. Lower operating and maintenance expenses, lower interest expenses and lower taxes all say $0.04 per share weather hurt and lower merchant generation margins. Also the contribution of the TL-388 pipeline to Blue Racer during the quarter added another $0.07 per share. Our operating earnings guidance for the fourth quarter of 2013 is $0.85 to $0.95 per share. Normal weather, the absence of a Millstone refueling outage and reduced expenses should drive the higher year-over-year results. And finally, our operating earnings guidance for 2013 remains $3.20 to $3.50 per share. I will now turn the call over to Tom Farrell. Thomas F. Farrell II: Good morning. Each of our business units achieved year-over-year improvements in operations and safety performance in the third quarter. Year-to-date net capacity factor of the six Dominion nuclear units was 93.8%. Our power generations with utility fleet achieved a third quarter peak forced outage rate of just 2%; its best in three years. Power generations utility combined cycle fleet had a peak forced outage rate of just 0.9$; its best on record. We continue to move forward on our growth plans across all business units. Construction of the 1,329 megawatt Warren County combined cycle plant is progressing on schedule and on budget for our late 2014 commercial operation date. Overall, the project is about 60% complete and about 1,400 people presently employed at the site. We have begun construction of a 1,358 megawatt 3-on-1 combined cycle facility in Brunswick County and expect the plant to be in service by mid 2016. Gas and steam turbines have been procured. The agreements with the gas transportation supplier have been signed and pipeline permitting is underway. The conversion of the Altavista, Southampton and Hopewell plants from coal to biomass are progressing on schedule and on budget. The Altavista plant is placed into service in July. Hopewell is in the last late stages of commissioning and Southampton achieved first fire on biomass during October. Our three projects will be operational later this year. At September 10, the Virginia State Corporation Commission approved the company's CPCN application to modify the existing Bremo Power Station's unit 3 and 4 to use natural gas instead of coal as the primary fuel. The station outage has started. The EPC contractor is on site and Columbia Gas of Virginia is installing the necessary pipelines to supply gas to the facility. The station will commence operations on natural gas next summer. The United States Bureau of Ocean Energy Management conducted a lease auction in September for acreage off the Virginia coast for potential wind power development. Dominion was awarded the leases of 113,000 acres based on its bid of $1.6 million. We are working with the Department of Energy on a possible test facility as well. Should the State decide that pursuing offshore win would be in the public interest, Dominion is prepared to construct a project subject to Board approval. We are not interested in pursuing offshore win on a merchant basis. We are developing a 14.9 megawatt fuel cell project in Bridgeport, Connecticut secured by long-term power purchase agreement. As of September 30, the project was 79% complete with four of the five modules mechanically complete and operated. The project is scheduled for completion by yearend. We also have three solar projects secured by long-term power purchase agreement under development in Georgia, Indiana and Connecticut that are scheduled for completion later this year. Finally, after receiving court approval we completed the sale of our Brayton Point and Kincaid power stations and our interest in the other power stations, Energy Capital Partners on August 29. We have a number of electric transmission projects at various stages of regulatory approval and construction. During the third quarter, $108 million of transmission assets were placed into service bringing the year-to-date total to $546 million. Our plan includes new investments of over $500 million per year in growth projects through at least the end of the decade, including the systematic rebuild with 500kV loop that is the backbone of our transmission network. We're also participating in the bidding process for a number of competitive transmission opportunities in PJM. In June we submitted three proposals for the Artificial Island project in New Jersey ranging from $114 million to $180 million. We also submitted three proposals to PJM to reduce congestion at the AP South interface while addressing our growth plan for Dominion Energy also continues. Two projects at Dominion transmission were recently completed and placed into service. Both the Sabinsville to Morrisville and the Tioga area expansion projects were completed on plan and on budget. Construction continues on the Allegheny Storage Project. We expect to be ready to accept injections next spring and be fully operational by November 2014. The Natrium to Market Project received FERC certification in September. Construction will begin in the spring, were expected November 2014 in service day. We continue to pursue other new GAAP infrastructure opportunities. In September we announced the Marcellus farmout initiative, which involved nearly 100,000 acres of Marcellus right below some of our West Virginia storage fields. We have retained all other mineral rights. Today we're announcing that we’ve reached agreements with multiple counter parties involving that acreage, which will involve a series of new revenue streams over the next decade. One party which will hold the majority of this acreage expects to commence drilling next year. We expect these agreements initially to generate EBIT of approximately $20 million annually from ongoing lease payments. Additional revenues will approve from the drilling activity itself and also from royalty payments based on the volume of gas produced. Associated with the farmout project, Dominion Transmission also recently held an open season for transportation service from West Virginia to it's interconnects with other state -- with other interstate pipelines in Mullet, in Clarington, Ohio. The party who holds the majority of position in the farmout acreage will be an anchor shipper and we're in negotiations for additional capacity. We will have more to say about this project in the coming weeks. In the third quarter, we announced several new pipeline expansion projects. In August, the senior [ph] agreements were signed with Brooklyn Union and Niagara Mohawk for our new market project in New York State. Expanded service of 112,000 dekatherms per day for 15 years will begin in November 2016. We also announced the Western Access Projects on our Dominion East Ohio System. It involves the transportation of 300,000 dekatherms per day from third-party processing plant’s to interstate pipelines. In addition to these pipeline expansion projects, we’ve had continued success in providing incremental transportation agreements as a result of the growing production within our region. We describe these projects as Producer Outlet Projects taking advantage of the flexibility of Dominion Transmission pipeline network to provide incremental services with shorter lead times and minimal capital investment. In the last several months DTI has signed an initiative service for 200,000 dekatherms per day of these Producer Outlet Projects with multiple counterparties. We believe we will continue to see additional success in these projects in the coming months. The Utica region continues to be very active. Through October, the total of 953 horizontal Utica permits have been issued, 597 wells have been drilled which is an increase of 21% in wells permitted and 54% in wells drilled in just the past three months. The number of producing wells increased by 50% from 113 to 169 in the past three months as well. The management team at Blue Racer is actively marketing gathering and processing services to the producers in the Utica region. There are currently two new processing plants under construction, Natrium II and another at Berne. They’re scheduled for completion in the spring and summer of next year respectively. Each of these facilities will have processing capacity of 200 million cubic feet per day. Blue Racers Natrium I processing and fractionation plant has been out of service since September 21, due to a fire that damaged the small area of the plant. Producers have been able to redirect significant volumes to other processing plants in the area including Dominion’s Hastings plant. Repairs have begun and the plant is expected to be back at full capacity by late January. As Mark mentioned earlier the TL-388 pipeline was contributed to Blur Racer at the end of September. This will serve as a central trunk line that provides further connectivity between Blue Racer’s gathering lines and key producing acreage. Blue Racer’s management is finalizing multiple agreements in the Southern Utica region with the potential for 150,000 to 200,000 acres to be dedicated to the joint venture, which should be more than enough at full production to support both the Natrium Phase II and Berne processing plants. Of recent interest, in mid October, CONSOL announced its gathering services agreement with Blue Racer. PDC Energy has also announced that Blue Racer will provide midstream services for PDC in the Southern Utica. We continue to make progress on our Cove Point Liquefaction Project. As you know the Department of Energy proved our request to permit the export LNG to non-FDA countries in early September. We still need several permits including our FERC environmental permit and permits from the State of Maryland. Subject to these regulatory and other approvals, we expect to commence construction in the first half of 2014 with commercial operation expected in late 2017. Before we open the call for questions, I want to give an update on the 2013 biannual review. Hearings were held in September, and briefs have been filed. A decision from the commission is due by the end of this month. So to summarize, our businesses delivered strong operating and safety performance in the third quarter. Construction of the Warren County power station is proceeding on time and on budget. Construction is begun on the Brunswick power station. Our Blue Racer joint venture, Dominion East Ohio and Dominion Transmission are all capitalizing on the growth opportunities in the Utica and Marcellus Shale regions. And we look forward to receiving our remaining regulatory approvals to begin construction of our Cove Point liquefaction project. Thank you, and we’re ready to take your questions.

Thank you. (Operator Instructions) Our first question will come from Greg Gordon with isigroup.com. Greg Gordon – ISI Group, Inc: Thanks guys. How are you doing? Thomas F. Farrell II: Good morning, Greg. Greg Gordon – ISI Group, Inc: I’ve got two questions. The first is; it looks like industrial demand in the third quarter started to improve across most of the regions you disclose in your earnings release. Can you talk about what you’re seeing with regard to the industrial demand, but specifically but more – overall demand and whether you think you’ll get back closer to what your prior sales growth forecast were sort of pre to shutdown as we get into next year? Mark F. McGettrick: Hi, Greg this is Mark, I’ll take the first one there. In terms of industrial demand for the quarter we were up about 7%, but I would describe that as more of an anomaly. It was one customer that gave us increased sales there year-over-year. However, year-to-date on industrial we still are up about 2%. So we see industrial load building for us. We got a good quarter beyond that one customer and we like industrial sales based on original forecast. But let me kind of give you a rundown of where we're in sales for the third quarter and then year-to-date and what we’re expecting currently. For the third quarter our residential sales were down about 1%. These were all weather normalized numbers. Data centers were up almost 14%. Commercial sales however were flat as we said in our opening remarks, industrial sales up about 7% and governmental sales about flat. So on a year-to-date basis, we’re slightly less than 1% up across our mix, that’s been fairly consistent for the three quarters now. We’re going to monitor this for the fourth quarter as and see what it looks like based on Federal budget approvals and other commercial activity and we’ll talk in January about what we think the longer term growth rate is. But I would encourage everybody as they think about sales for us, even at 1% if you finish the year at 1% we would have one of those strongest growth stories I think of any of our peers, so most of our peers, anyway. And as you look at our growth going forward, sales are just one of the pieces of our growth. We have very strong uplift based on riders both in our gas business and our electric business and generation. We have very strong growth in our energy business, midstream, in our forward transmission business, and then we have sales growth in mainly Virginia Power. So again, year-to-date we’re a little less than 1%. It's been consistent for three quarters, we will see what it is for the fourth and then we’ll talk on a longer term guidance per sales in January. Greg Gordon – ISI Group, Inc: Okay. My second question is around Dominion Energy in the gas infrastructure projects, you list a bunch of things you’re working on, on Page 11. Does your current CapEx budget or any of these specific projects specifically target new long haul pipeline capacity to take gas outside of these flooded regions we're seeing in Pennsylvania or if that opportunity were to avail itself without being incremental to your current capital forecast? Paul D. Koonce: Hi, Greg. This is Paul Koonce. Included in the list of projects is not what we would call necessarily a long haul pipeline extinct [ph]. The new market project up in the New York State is going to take gas out of Pennsylvania and West Virginia and take it up into New York State. What we have literally been focused on here recently or what we call these producer outlet projects which really gets the producer's gas, other interstate pipelines that take the minimal amount of capital, they take the shorter lead time and we believe that over time, those contracts are anyway from call it three to seven years and we believe that over time that as those producers get connected to us that that will lead us to doing longer term, longer line pipeline in the coming months. Greg Gordon – ISI Group, Inc.: Thank you.

Thank you. Our next question will come from Dan Eggers with Credit Suisse. Dan Eggers - Credit Suisse: Hi. Good morning, guys. Thomas F. Farrell II: Good morning. Dan Eggers - Credit Suisse: On the Marcellus deal, can you just help us think about I guess a, how the scaling of that royalty payment in the earnings contribution will go over time? Is it a volume metrically linked and is there some sort of gearing to production we should be thinking about? Thomas F. Farrell II: That is four revenue streams that come out of us. The first is lease payments which we've given you a number for. The second would be a payment for the drilling activity itself. And third will be a royalty payment which is volumetric. And then the fourth will be the transportation agreements that come out of it. So at this point the only thing we are prepared to give a number on is the lease payments that we'll continue throughout the balance of the lease period. The rest of it will depend on some timing and with the royalties itself is on volume. Dan Eggers - Credit Suisse: I got it. Thomas F. Farrell II: Four different revenue streams that will continue out into the future. Dan Eggers - Credit Suisse: Then I guess you also talked about kind of looking into the Marcellus properties and exploring the idea of a joint venture to kind of capitalize like you did Blue Racer. Any updates on thoughts with that strategy now that you have the underlying acreage contracts in place? Thomas F. Farrell II: We are always considering options like that and not just obviously in the Marcellus and not just in West Virginia. Dan Eggers - Credit Suisse: So the answer, you're not going to talk about it. Thomas F. Farrell II: Not any further than I just did. Dan Eggers - Credit Suisse: Okay. Then I guess Paul, can you just give… Thomas F. Farrell II: Yes, the shorter answer. Dan Eggers - Credit Suisse: Okay. Paul, can you talk about what have you seen in the regional market right now as far as margins and kind of volume competition and if there's any sense of that business stabilizing at this point? Paul D. Koonce: Sure. It is as you commented, it's a very, very competitive business. We have always run retail as a profit business so we are constantly looking to – the mix of customers both by state as well as by site to maximize that value. The volumes if you looked in the kit on Page 21, you'll see that the electric volumes were down for the quarter. But that really has to do with a small number of provider of last resort agreements that we had this time last year that we don't have this year because they weren't profitable to continue to serve. So I think as we move through time when you look at customer accounts and you look at volumes, depending on whether you have a provider of last resort contract in there or not will cause the number to either be inflated or to be less. I think as we see these coal plant retirements, I think you have some large merchant fleets that are participating in the aggregation of business and I think as you have coal plant retirements, we think this business will stabilize and grow for us. Dan Eggers - Credit Suisse: Got it. I guess just maybe one more on kind of the MLP outlook. When do you guys expect to or maybe give us some more color on sizing of which assets are going at upfront and then maybe some of the GP splits and how that will get structured within Dominion from an earnings potential perspective? Mark F. McGettrick: Dan, this is Mark. Unfortunately I think we're going to have to pass on that question until we file the S-1. We have a clear path forward that we think will add significant shareholder value, but until we file that we'll not be able to talk about many of the details around this structure. Dan Eggers - Credit Suisse: Okay, got it. Thank you, guys. Thomas F. Farrell II: Thank you, Dan.

Thank you. Our next question will come from Paul Fremont with Jefferies. Paul Fremont - Jefferies: Thanks. I noticed that with the processing plants including sort of Natrium I but also the follow-on facilities that there is sort of delays in terms of getting these plants on line. Can you sort of just discuss what is it that sort of is slowing down this schedule? And do you still think you can do two processing plants a year or can you do more? Thomas F. Farrell II: I'm going to let Paul Koonce answer your question. Paul, I'm not sure where you're seeing a delay in projects because I don't think there's a delay. So we can answer that maybe for you offline but Paul can talk about… Paul D. Koonce: Yes, I think that as it relates to Berne and Natrium II, I mean that's equipment is ordered. Natrium II is already on site. I think Tom mentioned that we expect those facilities to be online spring and summer. So that work is going very well. As it relates to others, of course the Berne and Natrium II are just processing facilities. They are not fractionation facilities. They will use the fractionation capacity that we have in Natrium I. So as it relates to the work that we're doing through Blue Racer, the equipment's ordered. It's fairly straightforward construction process and we expect to bring that online back to the first of the year. Paul Fremont - Jefferies: Should we still expect roughly to a year in terms of new processing? Paul D. Koonce: Yes. I think when you look at the acreage where we're sitting especially in the West Utica and Southeastern Ohio, I think the plan is to continue to add a couple a year. And as I said when we're looking at processing, we're looking at pretty much a skid amount type of equipment, so that shouldn't be a problem for us. Paul Fremont - Jefferies: Can you discuss the reason for the lower tax rate than what you guys were expecting for the year? Mark F. McGettrick: Paul, this is Mark. Yes, I can and we talked about this over the year couple of years really. We have some legacy IRS audits that went back 8 or 10 years that we have been very methodically closing out and settling with the IRS. And we can't predict really what the outcome might be. In the third quarter we had success in settling the 2010 and 2011 audits and because of that, we had a benefit on some issues that were in dispute and so those audits now are closed. So we're almost current on these legacy audits. We'll be current through 2011 by the end of the year. But this has occurred over the last three years by our tax proof taken a very proactive approach of catching up and going – current going forward. So that's the reason for the rate change. Paul Fremont - Jefferies: Last question from me on your second quarter call you had indicated that you were going to dropdown to TL-388 on the fourth quarter. What caused you to move that earlier than what you had sort of suggested back in August? Thomas F. Farrell II: It was ready. As we dropped it down, we had some maintenance to do on that pipe and it was ready in the third quarter. The joint venture wanted it as soon as they could get it because it's key to marking that area and moving gas, locking in these producers and because the facility was prepared to be dropped, there was no reason to wait and we took it in the third quarter. Paul Fremont - Jefferies: Thanks a lot.

Thank you. Our next question will come from Steven Fleishman with Wolfe Research. Steven Fleishman - Wolfe Research: Hi. Good morning. Just a question regarding I guess the Natrium II and Berne as well as the farmout and potential investment there. How should we characterize those relative to kind of your overall CapEx plan that you've given, are these things that kind of implementing the plan or are these something that would be kind of incremental or additions to it? Thomas F. Farrell II: Steve, good morning. I would put them in the category of implementing the plan other than this potential of a longer term, larger pipe that we are working on. That's not in our plans but the rest of these are supportive of the 5% to 6% growth. Steven Fleishman - Wolfe Research: Okay. And I guess, this new farmout plan, I know in the past you’ve talked about potentially recreating Blue Racers in other regions. Is this kind of, were your own version of Blue Racer in other region as there are still more of that kind of stuff that’s possible? Thomas F. Farrell II: I would say, to answer your question is yes and yes. What we have done in with these customers and we will – there will be announcements downstream about who they’re and implementation and all that. But the way we’ve developed the thing now, there is also a processing rights, that’s something else that will be dealt within the future. That could be possibly done by us our -- we could do that ourselves or we could do that in a joint venture. That’s still -- that part we’ve the rights to the processing and whether we do it ourselves or with our partner is something we will continue to work on. And then we have a lot of assets in West Virginia and Pennsylvania that are not covered by the Blue Racer joint venture that we’re considering. Steven Fleishman - Wolfe Research: Okay, great. Thanks a lot. Thomas F. Farrell II: Thank you, Steve.

Thank you. Our next question will come from Jonathan Arnold with Deutsche Bank. Jonathan Arnold - Deutsche Bank: Good morning, guys. Thomas F. Farrell II: Good morning, Jonathan. Jonathan Arnold - Deutsche Bank: Quick question on Blue Racer and could you just -- I apologize if I recall this correctly, but remind me what the time frame that you’ve laid out for reaching equilibrium is range and then may be an update on just how you -- how that’s progressing? Mark F. McGettrick: Jonathan this is Mark. We’ve always said we thought we reach equalization in 2014. I think we’re well on schedule to do that. Jonathan Arnold - Deutsche Bank: Great. Thank you. And then just on a number -- I'm having trouble on the cash flow statement just reconciling the asset sale gain number of $118 million that pops up this quarter with the size of the $0.07 on the dropdown gain. So what else is in that number? What other gains were there? Was this related to the merchant gen perhaps and therefore below the line. I’m just curious there. Mark F. McGettrick: I think Jonathan, I don’t have the schedule right in front of me. But I think the reference probably there is to the gain on the sale of the merchant assets Brayton Point, Elwood and Kincaid, which was transact and concluded in the third quarter. Jonathan Arnold - Deutsche Bank: Okay. So I was guessing that’s what it would be -- sort of just a follow-up on that, you’ve said I guess in the -- when we took a charge in fourth quarter you said it was based on the bids you had for those assets? And then -- so why would there been that meaningful again on the -- when the sale actually came to close?

Hey Jonathan, this is Ash. The impairments or charges are recognized sooner or rather than later. So we’ve recognized those charges up front. Unfortunately you cannot recognize a gain till it actually occurs, so that’s what trigger the gain recognition when the sale actually took place. Jonathan Arnold - Deutsche Bank: Okay, great. Thank you.

Thank you. Our next question will come from Julien Dumoulin-Smith with UBS. Julien Dumoulin-Smith - UBS Securities LLC: Hi. Good morning. Mark F. McGettrick: Good morning Julien. Julien Dumoulin-Smith - UBS Securities LLC: So first and again I apologize if you can’t quite answer this. But when you think about the creation of the Dominion Gas subsidiary, the way you structure the business now? How do that relate to the MLP structure, if you will. And I suppose specifically if you could, does it relate to dropping individual assets out of this into an MLP or you talking about potentially structuring an MLP that would buy stakes of this Dominion Gas business. I understand it’s touchy, but whatever you can provide will be helpful. Thomas F. Farrell II: Julien, the -- for the present people should be thinking about what we’ve said which is at present what we’re looking at is placing Blue Racer and Cove Point import and Cove Point export into the MLP and how exactly we’re going to do it, when exactly we’re going to do it, we will have to wait on that. The balance of the assets that are in the Dominion Gas Holdings, we will put there so that we would have transparency and visibility on the earnings that come out of the gas infrastructure business, because we didn’t think they were being high as fully as they could be in the markets, but it's up to you all to decide that. We didn’t think they were, so we thought it would be helpful to the financial community to see exactly what they produce. Those assets are eligible largely, eligible to be contributed to an MLP in the future, and that’s a decision that remains up in the future. But the reason why we created that was to allow people to see exactly what the earnings are that come out of our gas infrastructure business. Julien Dumoulin-Smith - UBS Securities LLC: Great. And as a follow-up if you don’t mind; the utility assets, Hope Gas and East Ohio; is this an opportunity to drop into an MLP and perhaps if you could clarify around, is it utility itself or is it some of the gathering assets associated with it? Thomas F. Farrell II: Those are, there’s very technical issues around what can be put into an MLP and not. Hope Gas, I don’t believe is eligible and I don’t think we’ve ever listed it as a potential. There are assets in East Ohio. East Ohio Gas is much more than a traditional local gas distribution company. It has very large gas storage holdings. It has very large pipelines. It has gathering systems. So it's a different animal. So there are portions of it that would be eligible. But that’s all off in the future. But hope, I don’t think anybody in our team here think that Hope is a eligible asset. Julien Dumoulin-Smith - UBS Securities LLC: Great, thanks for the clarity. And then last on the government shutdown; can you just at least provide a little bit of preview as to how to think about that here? Thomas F. Farrell II: Well, I think there are two issues. One is the sequester and it's budgetary implications and then the other is the shutdown, which was a short-term phenomenon that it’s actually most of the people still went to work, they just weren’t getting paid. But they’re getting paid twice now, so they’re getting paid retroactively. So the sequester is a bigger -- is a longer term issue and we will have to see how this conference committee works it's way through that ticket and which they -- we believe they will do by the end of the year and that will give us little more clarity on what we, how we view what the sales growth will be. Julien Dumoulin-Smith - UBS Securities LLC: Great. Thank you very much for the time.

Thank you. Our next question will come from Paul Patterson with Glenrock Associates. Paul Patterson - Glenrock Associates: Good morning. Thomas F. Farrell II: Good morning. Paul Patterson - Glenrock Associates: Just back on the Marcellus format, I’m sorry if I missed this; what's the timing do you think of the -- of getting the lease payments? 1when would that start? Thomas F. Farrell II: This quarter. Paul D. Koonce: Yes, Paul this is Paul Koonce. So we’ve actually entered into agreement. So the option payment will start now … Thomas F. Farrell II: Lease payments. Paul D. Koonce: Lease payments will start now and they will accrue over the -- over a preset drilling schedule that we have with the counter party. Paul Patterson - Glenrock Associates: Okay; and I would think that the incremental capital cost will be probably pretty low from your perspective. Am I right about that or is there additional cost that you have to put into this kind of a deal? Paul D. Koonce: No, the counter party will provide all the capital for the drilling. So we get an override, a small override based on the production, but it's all their CapEx. Now we have had an open season to provide the transportation capacity out of the basin, that will be our capital we’re working through that now, and I think as Tom said in his remarks there’ll be more to come on that in the coming weeks. Paul Patterson - Glenrock Associates: Okay, great. And then on the competitive electric transmission opportunities and the congestion; compared to the congestion opportunities that apparently are on PJM you guys apparently sort of are selecting just a few, and I’m just wondering do you think there might be additional opportunities for you in that area? Just in general when you’re looking at your market outlook in PJM, what do you think the potential is for some of these market congestion fixes could mean to wholesale markets in PJM? Paul D. Koonce: Well, this is Paul again. If you look at just PJM generally over the last two or three years, congestion is down substantially based on all of the electric transmission construction that has occurred. So, when you look at congestion projects in order for them to qualify they have to more than offset the congestion expense, and I believe that factors by 1.5 times. So the project has to be very innovative to overcome that hurdle. We bid on three different scenarios in AP South using the series capacitor banks [ph] which we've used on our own system which lowers and seasons which allows greater capacity flows and that has capitalized the very efficient way to deal with that. Now we have also modeled the balance of PJM to see what effect our project and AP South will have more generally on the larger PJM footprint. When we did that we didn't see that there were other projects that necessarily would meet the hurdle with PJM pass for congestion. So we are constantly monitoring how this will play out. Of course coal plant retirements will be a big part of that. But to-date what we have out there we think is very creative. We have not submitted others but we're watching it. Paul Patterson - Glenrock Associates: When will we find out about the results from your proposals? When will we figure out whether they're selected or not? Paul D. Koonce: Yes, this is what PJM is calling a pilot year to try to implement per quarter 1000. So I would expect that PJM is going to move very deliberately and very cautiously to make sure that whatever recommendations they come up with are good. And so for that reason I wouldn't expect that we will know probably until after the first of the year. Paul Patterson - Glenrock Associates: Okay, great. Then just back on Kincaid and Brayton, that's finally over right in terms of the impairments that you guys are still incurring from that, correct? Thomas F. Farrell II: That's finally over. Paul Patterson - Glenrock Associates: Okay, great. Thanks a lot guys. Thomas F. Farrell II: Thank you, Paul.

Thank you. Our last question will come from Michael Lapides with Goldman Sachs. Michael Lapides - Goldman Sachs: Hi, guys. Really two questions. One, when you think about the long-term earnings growth, the guidance you've given on that, have you ever broken or can you break that out between kind of what do you expect Virginia Power's long-term earnings growth potential to be? And then how do you kind of combine that with what you think the long-term earnings growth power of the energy business? Just trying to get an order of magnitude maybe not even kind of a hard numbers around it, but just directional? Thomas F. Farrell II: Mike, we haven't broken that but we could. It's clear enough. And on that recommendation, we'll go ahead and look at doing that in the future. Michael Lapides - Goldman Sachs: Okay. One kind of cash flow statement. What are you thinking about the difference between GAAP and cash taxes, like how much of a benefit will deferred tax benefits be fourth quarter 2013 and then as you look out to 2014 and beyond? Mark F. McGettrick: Mike, we don't have the answer to that question online. We'll follow-up with you after the call. Michael Lapides - Goldman Sachs: Sounds good. Thanks, guys.

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