Obligation Dominion Power 4.05% ( US25746UBQ13 ) en USD

Dominion Power

100 % ▲

Etas-Unis

US25746UBQ13 ( en USD )

4.05% par an ( paiement semestriel )

15/09/2042

Prospectus brochure de l'obligation Dominion Energy US25746UBQ13 en USD 4.05%, échéance 15/09/2042

1 000 USD

350 000 000 USD

25746UBQ1

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/03/2026 ( Dans 36 jours )

Dominion Energy est une entreprise américaine d'énergie intégrée qui fournit de l'électricité et du gaz naturel à des millions de clients dans plusieurs États.

L'Obligation émise par Dominion Power ( Etas-Unis ) , en USD, avec le code ISIN US25746UBQ13, paye un coupon de 4.05% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/09/2042

L'Obligation émise par Dominion Power ( Etas-Unis ) , en USD, avec le code ISIN US25746UBQ13, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Dominion Power ( Etas-Unis ) , en USD, avec le code ISIN US25746UBQ13, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-179213
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Maximum
Amount of
to be Registered

Aggregate Offering Price
Registration Fee (1)(2)
Senior Debt Securities

$1,050,000,000

$120,330

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2) This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the
Company's Registration Statement of Form S-3 (File No. 333-179213) in accordance with Rules 456(b) and 457(r) under the
Securities Act of 1933, as amended.
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PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus Dated January 27, 2012)

The Series A Senior Notes will bear interest at 1.40% per year and will mature on September 15, 2017. The Series B Senior Notes
will bear interest at 2.75% per year and will mature on September 15, 2022. The Series C Senior Notes will bear interest at 4.05%
per year and will mature on September 15, 2042. We will pay interest on the Senior Notes on March 15 and September 15 of each
year, beginning March 15, 2013.
We may redeem all or any of the Series A, Series B or Series C Senior Notes at any time at the redemption prices described in this
prospectus supplement, plus accrued interest.
We will not make application to list the Series A, Series B or Series C Senior Notes on any securities exchange or to include them in
any automated quotation system.
Investing in the Senior Notes involves risks. For a description of these risks, see "Risk Factors" on page S-9 of this prospectus
supplement, the Risk Factors section of our most recent Annual Report on Form 10-K and in our other reports we file with the
Securities and Exchange Commission.

Public Offering
Underwriting
Proceeds to Dominion

Price(1)

Discount

Before Expenses(1)
Per Series A Senior Note

99.913%

0.600%

99.313%

Series A Senior Note Total

$349,695,500 $2,100,000
$
347,595,500
Per Series B Senior Note

99.991%

0.650%

99.341%

Series B Senior Note Total

$349,968,500 $2,275,000
$
347,693,500
Per Series C Senior Note

99.432%

0.875%

98.557%

Series C Senior Note Total

$348,012,000 $3,062,500
$
344,949,500
(1) Plus accrued interest from September 13, 2012, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
The Senior Notes will be ready for delivery in book-entry form only through The Depository Trust Company on or about September
13, 2012.
Joint Book-Running Managers

BNP PARIBAS

J.P. Morgan

RBS

Wells Fargo Securities
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Deutsche Bank Securities

RBC Capital Markets
The date of this prospectus supplement is September 10, 2012.
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of the Senior
Notes and certain other matters relating to us and our financial condition. The second part, the accompanying base prospectus, gives
more general information about Senior Debt Securities we may offer from time to time, some of which does not apply to the Senior
Notes we are offering at this time. Generally, when we refer to the prospectus, we are referring to both parts of this document
combined. To the extent the description of the Senior Notes in the prospectus supplement differs from the description of Senior Debt
Securities in the accompanying base prospectus, you should only rely on the information in the prospectus supplement.
You should rely only on the information contained in this document or to which this document refers you, or in other offering
materials filed by us with the Securities and Exchange Commission (SEC). We have not authorized anyone, and we have not
authorized the underwriters to authorize anyone, to provide you with different information. We take no responsibility for, and can
provide no assurance as to the reliability of, any different or inconsistent information. This document may only be used where it is
legal to sell these securities. The information which appears in this document and which is incorporated by reference in this document
may only be accurate as of the date of this prospectus supplement or the date of the document in which incorporated information
appears. Our business, financial condition, results of operations and prospects may have changed since the date of such information.

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TABLE OF CONTENTS

Prospectus Supplement

Page
About This Prospectus Supplement
S-2

Where You Can Find More Information
S-4

Forward-Looking Information
S-4

Prospectus Supplement Summary
S-7

Risk Factors
S-9

Use of Proceeds
S-9

Capitalization
S-10
Ratio of Earnings to Fixed Charges
S-11
Description of the Senior Notes
S-13
Book-Entry Procedures and Settlement
S-18
Certain U.S. Federal Income Tax Considerations for Non-U.S. Holders
S-20
Underwriting (Conflicts of Interest)
S-22
Legal Matters
S-24
Experts
S-24
Base Prospectus

Page
About This Prospectus

2

Where You Can Find More Information

2

Safe Harbor and Cautionary Statements

3

Dominion

3

The Trust

5

Use of Proceeds

5

Ratio of Earnings to Fixed Charges

6

Description of Debt Securities

7

Additional Terms of the Senior Debt Securities

18
Additional Terms of the Junior Subordinated Debentures

19
Additional Terms of the Junior Subordinated Notes

20
Description of the Trust Preferred Securities

21
Description of the Guarantee

32
Relationship Among the Trust Preferred Securities, the Guarantee and the Applicable Series of Debt Securities Held by the
Trust

36
Description of Capital Stock

37
Virginia Stock Corporation Act and the Articles and the Bylaws

39
Description of Stock Purchase Contracts and Stock Purchase Units

42
Plan of Distribution

43
Legal Opinions

45
Experts

45

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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our file number with the
SEC is 001-08489. Our SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You
may also read and copy any document we file at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. You may also read and copy these
documents at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" the information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is an important part of this
prospectus supplement and information that we file later with the SEC will automatically update or supersede this information. We
incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), until such time as all of the securities covered by this
prospectus supplement have been sold:

· Annual Report on Form 10-K for the year ended December 31, 2011;

· Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012 and June 30, 2012; and

· Current Reports on Form 8-K filed January 20, 2012, January 27, 2012 (with respect to Items 8.01 and 9.01) (other than

any portions of those documents not deemed to be filed), May 9, 2012 and September 6, 2012.
You may request a copy of these filings, at no cost, by writing or telephoning us at:
Corporate Secretary, Dominion Resources, Inc., 120 Tredegar Street, Richmond, Virginia 23219, Telephone (804) 819-2000.
FORWARD-LOOKING INFORMATION
We have included certain information in this prospectus supplement or other offering materials which is "forward-looking
information" as defined by the Private Securities Litigation Reform Act of 1995. Examples include discussions as to our expectations,
beliefs, plans, goals, objectives and future financial or other performance or assumptions concerning matters discussed in this
prospectus. This information, by its nature, involves estimates, projections, forecasts and uncertainties that could cause actual results
or outcomes to differ substantially from those expressed in the forward-looking statement.
Our business is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual
results and are often beyond our ability to control. We have identified a number of these factors in our annual and quarterly reports as
described under the heading RISK FACTORS and we refer you to that discussion for further information. These factors include but
are not limited to:

· Unusual weather conditions and their effect on energy sales to customers and energy commodity prices;

· Extreme weather events and other natural disasters, including hurricanes, high winds, severe storms, and earthquakes that

can cause outages and property damage to facilities;

· Federal, state and local legislative and regulatory developments;

· Changes to federal, state and local environmental laws and regulations, including those related to climate change, the

tightening of emission or discharge limits for greenhouse gases and other emissions, more extensive permitting
requirements and the regulation of additional substances;

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· Cost of environmental compliance, including those costs related to climate change;

· Risks associated with the operation of nuclear facilities, including costs associated with the disposal of spent nuclear fuel,

decommissioning, plant maintenance and changes in existing regulations governing such facilities;

· Unplanned outages of our facilities;

· Fluctuations in energy-related commodity prices and the effect these could have on our earnings and our liquidity position

and the underlying value of our assets;

· Counterparty credit and performance risk;

· Capital market conditions, including the availability of credit and the ability to obtain financing on reasonable terms;

· Risks associated with Virginia Electric and Power Company's (Virginia Power) membership and participation in PJM

Interconnection, LLC, including risks related to obligations created by the default of other participants;

· Price risk due to investments held in nuclear decommissioning trusts and in benefit plan trusts by us;

· Fluctuations in interest rates;

· Changes in federal and state tax laws and regulations;

· Changes in rating agency requirements or credit ratings and their effect on availability and cost of capital;

· Changes in financial or regulatory accounting principles or policies imposed by governing bodies;

· Employee workforce factors including collective bargaining agreements and labor negotiations with union employees;

· The risks of operating businesses in regulated industries that are subject to changing regulatory structures;

· Asset portfolio reviews and resulting decisions to acquire or divest assets; and receipt of approvals for, and timing of,

closing dates for these or other transactions;

· Changes in rules for regional transmission organizations and independent system operators in which we participate,

including changes in rate designs and new and evolving capacity models;

· Political and economic conditions, including inflation and deflation;

· Domestic terrorism and other threats to our physical and intangible assets, as well as threats to cybersecurity;

· Industrial, commercial and residential growth or decline in our service areas and changes in customer growth or usage

patterns, including as a result of energy conservation programs;

· Additional competition in the electric industry, including in electric markets in which our merchant generation facilities

operate, and potential competition in the construction and ownership of electric transmission facilities in Virginia Power's
service territory, in connection with recent Federal Energy Regulatory Commission orders;

· Changes in technology, particularly with respect to new, developing or alternative sources of generation and smart grid

technologies;

· Changes to regulated electric rates and regulated gas distribution, transportation and storage rates, including liquified

natural gas storage, collected by us;

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· Timing and receipt of regulatory approvals necessary for planned construction or expansion projects;

· The inability to complete planned construction projects within the terms and time frames initially anticipated; and

· Adverse outcomes in litigation matters or regulatory proceedings.
Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any
forward-looking statement to reflect events or circumstances after the date on which it is made.

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PROSPECTUS SUPPLEMENT SUMMARY
In this prospectus supplement, unless otherwise indicated or the context otherwise requires, the words "Dominion,"
"Company," "we," "our" and "us" refer to Dominion Resources, Inc., a Virginia corporation, and its subsidiaries and
predecessors.
The following summary contains basic information about this offering. It may not contain all the information that is
important to you. The DESCRIPTION OF THE SENIOR NOTES section of this prospectus supplement and the DESCRIPTION
OF DEBT SECURITIES and ADDITIONAL TERMS OF THE SENIOR DEBT SECURITIES sections of the accompanying base
prospectus contain more detailed information regarding the terms and conditions of the Senior Notes. The following summary
is qualified in its entirety by reference to the more detailed information appearing elsewhere in this prospectus supplement
and in the accompanying base prospectus.
DOMINION
Dominion, headquartered in Richmond, Virginia and incorporated in Virginia in 1983, is one of the nation's largest
producers and transporters of energy. Our strategy is to be a leading provider of electricity, natural gas and related services to
customers primarily in the eastern region of the U.S. Our portfolio of assets includes approximately 28,000 megawatts of
generating capacity, 6,300 miles of electric transmission lines, 56,800 miles of electric distribution lines, 11,000 miles of natural
gas transmission, gathering and storage pipeline and 21,800 miles of gas distribution pipeline, exclusive of service lines of two
inches in diameter or less. Dominion also owns the nation's largest underground natural gas storage system, operates
approximately 947 billion cubic feet of storage capacity and serves retail energy customers in 15 states.
Dominion is focused on expanding our investment in regulated electric generation, transmission and distribution and
regulated natural gas transmission and distribution infrastructure within and around our existing footprint. Our nonregulated
operations include merchant generation, energy marketing and price risk management activities and retail energy marketing
operations. Our operations are conducted through various subsidiaries, including Virginia Power, a regulated public utility that
generates, transmits and distributes electricity for sale in Virginia and northeastern North Carolina.
Our address and telephone number are: 120 Tredegar Street, Richmond, Virginia 23219, Telephone (804) 819-2000.
Recent Developments
On September 6, 2012, we announced our decision to pursue the sale of three fossil fuel-fired merchant power stations. This
decision is a result of our on-going strategic reviews of our asset portfolio and our focus on expanding our investment in
regulated businesses. The power stations include Brayton Point Power Station, Kincaid Power Station and our 50% interest in
Elwood Power Station. The sales are expected to be completed in the first half of 2013. For additional information, see WHERE
YOU CAN FIND MORE INFORMATION on page S-4.
Ratio of Earnings to Fixed Charges

Six Months
Twelve Months

Years Ended December 31,
Ended
Ended
June 30, 2012
June 30, 2012

2011

2010

2009

2008

2007
3.25

2.93

3.11

6.26

2.79

3.46

4.43

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THE OFFERING
The Senior Notes
We are offering $350,000,000 aggregate principal amount of the Series A Senior Notes, $350,000,000 aggregate principal
amount of the Series B Senior Notes and $350,000,000 aggregate principal amount of the Series C Senior Notes. The Series A
Senior Notes will mature on September 15, 2017, the Series B Senior Notes will mature on September 15, 2022 and the Series C
Senior Notes will mature on September 15, 2042.
Each series of Senior Notes will be represented by one or more global certificates that will be deposited with or held on
behalf of and registered in the name of The Depository Trust Company, New York, New York (DTC) or its nominee. This means
that you will not receive a certificate for your Senior Notes but, instead, will hold your interest through DTC's system.
Interest Payment Dates
Interest on each series of Senior Notes will be payable semi-annually in arrears on March 15 and September 15,
commencing on March 15, 2013.
Record Dates
So long as the Senior Notes remain in book-entry only form, the record date for each Interest Payment Date will be the close
of business on the business day before the applicable Interest Payment Date.
If the Senior Notes are not in book-entry only form, the record date for each Interest Payment Date will be the close of
business on the fifteenth calendar day prior to the applicable Interest Payment Date (whether or not a business day).
Ranking
Each series of Senior Notes will rank equally with all of our other senior unsecured indebtedness, and will be senior in right
of payment to all our subordinated indebtedness. The Senior Indenture contains no restrictions on the amount of additional
indebtedness that we may incur. Additionally, because we are a holding company that conducts all of our operations through our
subsidiaries, holders of Senior Notes will generally have a junior position to claims of creditors of our subsidiaries. See
DESCRIPTION OF THE SENIOR NOTES--Ranking on page S-13.
Optional Redemption
We may redeem some or all of the Senior Notes at any time at the redemption prices described in DESCRIPTION OF THE
SENIOR NOTES--Optional Redemption on page S-14, plus accrued and unpaid interest to the Redemption Date. The Senior
Notes may not be redeemed at any time at the option of the holder.
No Listing of the Senior Notes
The Senior Notes are not listed and we do not plan to apply to list the Senior Notes on any securities exchange or to include
them in any automated quotation system.
Use of Proceeds
We intend to use the net proceeds from the sale of the Senior Notes for general corporate purposes, to repay short-term debt
including commercial paper and to fund our capital needs. See USE OF PROCEEDS on page S-9.

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