Exhibit 4.2

DOMINION RESOURCES, INC.

Issuer

TO

THE BANK OF NEW YORK MELLON

(successor to JPMorgan Chase Bank, N.A.)

Original Trustee

AND

DEUTSCHE BANK TRUST COMPANY AMERICAS

Series Trustee

THIRD SUPPLEMENTAL AND AMENDING INDENTURE

DATED AS OF JUNE 1, 2009

2009 SERIES A 8.375% ENHANCED JUNIOR SUBORDINATED NOTES

TABLE OF CONTENTS

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THIRD SUPPLEMENTAL AND AMENDING INDENTURE

THIS THIRD SUPPLEMENTAL AND AMENDING INDENTURE, dated as of June 1, 2009 (this “Third Supplemental and Amending Indenture”), is between DOMINION RESOURCES, INC., a Virginia corporation, having its principal office at 120 Tredegar Street, Richmond, Virginia 23219 (the “Company”), THE BANK OF NEW YORK MELLON (successor to JPMORGAN CHASE BANK, N.A.), a New York banking corporation, as Trustee, having a corporate trust office at 101 Barclay Street, New York, New York 10286 (herein called the “Original Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee of the series of Securities established by this Third Supplemental and Amending Indenture, having a corporate trust office at 60 Wall Street, 27 ^th Floor, New York, New York 10005 (herein called the “Series Trustee”).

W I T N E S S E T H:

WHEREAS , the Company has heretofore entered into a Junior Subordinated Indenture II, dated as of June 1, 2006 (the “Base Indenture”), as heretofore supplemented, with the Original Trustee;

WHEREAS , the Base Indenture is incorporated herein by this reference and the Base Indenture, as heretofore supplemented and as further supplemented and amended by this Third Supplemental and Amending Indenture, is herein called the “Indenture”;

WHEREAS , under the Base Indenture, a new series of Securities may at any time be established in accordance with the provisions of the Base Indenture and the terms of such series may be described by a supplemental indenture executed by the Company and the Trustee;

WHEREAS , the Company proposes to create under the Indenture a new series of Securities;

WHEREAS , the Company is also entering into this Third Supplemental and Amending Indenture with the Original Trustee and the Series Trustee (i) to make certain amendments to the Base Indenture pursuant to Section 10.1(f) of the Base Indenture to permit the appointment of the Series Trustee as Trustee for the series of Securities hereby established, to add to or change any of the provisions of the Base Indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one Trustee and to evidence and provide for the acceptance of appointment thereunder by a Trustee with respect to the series of Securities hereby established, and (ii) to make certain amendments to the Base Indenture pursuant to Section 10.1(d) of the Base Indenture relating to the method or methods, if any, by which the payment date or dates of principal for Securities issued on or after the date hereof may be determined and the circumstances, if any, in which such date or dates may be shortened or extended, either automatically or at the election of the Company;

WHEREAS , the Company has requested that the Original Trustee enter into this Third Supplemental and Amending Indenture in connection with (i) the foregoing amendments, and (ii) the Company’s appointing the Series Trustee with all the rights, powers, trusts and duties of the Original Trustee with respect to, and only with respect to, the series of Securities hereby established;

WHEREAS , additional Securities of other series hereafter established, except as may be limited in the Base Indenture as at the time supplemented and modified, may be issued from time to time pursuant to the Indenture as at the time supplemented and modified; and the Original Trustee will, unless and until a Person other than the Original Trustee is appointed to act as Trustee with respect to the Securities of such series, serve as Trustee of such series;

WHEREAS, all requirements necessary to make this Third Supplemental and Amending Indenture a valid instrument in accordance with its terms, and to make the Junior Subordinated Notes (hereinafter defined), when executed by the Company and authenticated and delivered by the Series Trustee, the valid obligations of the Company, have been performed, and the execution and delivery of this Third Supplemental and Amending Indenture has been duly authorized in all respects;

NOW, THEREFORE , in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definition of Terms. For all purposes of this Third Supplemental and Amending Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a) the terms not otherwise defined herein which are defined in the Base Indenture have the same meanings when used in this Third Supplemental and Amending Indenture;

(b) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(c) all other terms used herein which are defined in the Trust Indenture Act of 1939, as amended, whether directly or by reference therein, have the meanings assigned to them therein;

(d) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States of America, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States of America at the date of such computation; provided, that when two or more principles are so generally accepted, it shall mean that set of principles consistent with those in use by the Company;

(e) a reference to a Section or Article is to a Section or Article of this Third Supplemental and Amending Indenture unless otherwise stated;

(f) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Third Supplemental and Amending Indenture as a whole and not to any particular Article, Section or other subdivision;

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(g) headings are for convenience of reference only and do not affect interpretation;

“Adjusted Treasury Rate” means, with respect to any redemption date: (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the end of the Designated Period, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined by an Independent Investment Banker and the Adjusted Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

“Business Day” means a day other than (i) a Saturday or a Sunday, (ii) a day on which banks in New York City are authorized or obligated by law or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Series Trustee is closed for business.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a remaining term to maturity comparable to the Designated Period that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Designated Period.

“Comparable Treasury Price” for any redemption date means (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

“Corporate Trust Office of the Series Trustee” means the office of the Series Trustee at which at any particular time its corporate trust business with respect to the Junior Subordinated Notes shall be principally administered, which office at the date of original execution of this Third Supplemental and Amending Indenture is located at 60 Wall Street, 27 ^th Floor, New York, New York 10005 (in addition copies of correspondence are to be sent to Deutsche Bank National Trust Company for Deutsche Bank Trust Company Americas, 25 DeForest Avenue, Mail Stop 0105, Summit, New Jersey, 07901).

“Definitive Note Certificates” means Junior Subordinated Notes issued in definitive, fully registered form.

“Designated Period” means the time period from a redemption date for the Junior Subordinated Notes to June 15, 2014.

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“Global Note” has the meaning specified in Section 3.4(a).

“Independent Investment Banker” means any of Banc of America Securities LLC, Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated, UBS Securities LLC or one other Primary Treasury Dealer selected by Wachovia Capital Markets, LLC and their respective successors, as selected by the Company, or if any such firm is unwilling or unable to serve as such, an independent investment and banking institution of national standing appointed by the Company.

“Interest Payment Dates” means March 15, June 15, September 15 and December 15 of each year, commencing on September 15, 2009.

“Make-Whole Amount” means an amount equal to the greater of:

(a) 100% of the principal amount of the Junior Subordinated Notes then outstanding being redeemed, or

(b) the sum of the present values of (i) the remaining scheduled payments of interest thereon during the Designated Period (not including any portion of such payments of interest accrued as of the redemption date) and (ii) the principal amount of the Junior Subordinated Notes being redeemed assuming, solely for purposes of this calculation, a scheduled payment of such principal on June 15, 2014, discounted to the redemption date on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 50 basis points, as calculated by an Independent Investment Banker.

“Optional Deferral Period” has the meaning specified in Section 5.1.

“Original Issue Date” means June 17, 2009.

“Primary Treasury Dealer” means a primary United States government securities dealer in the United States.

“Rating Agency Event” means a change in the methodology employed by any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Securities Exchange Act of 1934, as amended (a “rating agency”) that currently publishes a rating for the Company in assigning equity credit to securities such as the Junior Subordinated Notes, as such methodology is in effect on June 10, 2009 (the “current criteria”), which change results in:

(a) the length of time for which such current criteria are scheduled to be in effect being shortened with respect to the Junior Subordinated Notes; or

(b) a lower or higher equity credit being assigned by such rating agency to the Junior Subordinated Notes as of the date of such change than the equity credit that would have been assigned to the Junior Subordinated Notes as of the date of such change by such rating agency pursuant to its current criteria.

“Rating Agency Event Make-Whole Amount” means an amount equal to the greater of:

(a) 100% of the principal amount of the Junior Subordinated Notes then outstanding being redeemed, or

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(b) the sum of the present values of (i) the remaining scheduled payments of interest thereon during the Designated Period (not including any portion of such payments of interest accrued as of the redemption date) and (ii) the principal amount of the Junior Subordinated Notes being redeemed assuming, solely for purposes of this calculation, a scheduled payment of such principal on June 15, 2014, discounted to the redemption date on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 50 basis points, as calculated by an Independent Investment Banker.

“Record Date” has the meaning specified in Section 3.5(a).

“Reference Treasury Dealer” means Banc of America Securities LLC, Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated, UBS Securities LLC and one other Primary Treasury Dealer selected by Wachovia Capital Markets, LLC, and their respective successors; provided that, if any such firm or its successors ceases to be a Primary Treasury Dealer, the Company shall substitute another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

“Stated Maturity” has the meaning specified in Section 3.2.

“Tax Event” means the receipt by the Company of an Opinion of Counsel experienced in such tax matters to the effect that, as a result of (a) any amendment to, clarification of, or change (including any announced prospective change) in the laws or treaties of the United States or any political subdivisions or taxing authorities, or any regulations under such laws or treaties, (b) any judicial decision or any official administrative pronouncement, ruling, regulatory procedure, notice or announcement (including any notice or announcement of intent to issue or adopt any such administrative pronouncement, ruling, regulatory procedure or regulation), (c) any amendment to, clarification of, or change in the official position or the interpretation of any such administrative action or judicial decision or any interpretation or pronouncement that provides for a position with respect to such administrative action or judicial decision that differs from the theretofore generally accepted position, in each case by any legislative body, court, governmental authority or regulatory body, irrespective of the time or manner in which such amendment, clarification or change is introduced or made known, or (d) threatened challenge asserted in writing in connection with an audit of the Company or any of its subsidiaries, or a publicly-known threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the Junior Subordinated Notes, which amendment, clarification, or change is effective, or which administrative action is taken or which judicial decision, interpretation or pronouncement is issued or threatened challenge is asserted or becomes publicly-known, in each case after June 10, 2009, there is more than an insubstantial risk that interest payable by the Company on the Junior Subordinated Notes is not deductible, or within 90 days would not be deductible, in whole or in part, by the Company for United States Federal income tax purposes.

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The terms “Company,” “Original Trustee,” “Series Trustee,” “Base Indenture,” and “Indenture” shall have the respective meanings set forth in the recitals to this Third Supplemental and Amending Indenture and the paragraph preceding such recitals.

ARTICLE II

AMENDMENTS TO THE BASE INDENTURE

2.1 Amendment to Section 1.1. The definition of “Trustee” as set forth in Section 1.1 of the Base Indenture is hereby amended to read as follows:

“The term “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such with respect to one or more series of Securities pursuant to the applicable provisions of this Indenture or until a Trustee for a series of Securities shall have become such pursuant to Section 2.1(n) of this Indenture, and thereafter “Trustee” shall mean each Person who is then a Trustee hereunder, provided, however, that if at any time there is more than one such Person, “Trustee” shall mean each such Person and as used with respect to the Securities of any series shall mean the Trustee with respect to the Securities of such series.”

2.2 Amendment to Section 2.1(c). Section 2.1(c) of the Base Indenture is hereby amended and restated as follows:

“(c) the date or dates (if any) on which the principal of the Securities of such series is payable or the method or methods, if any, by which such date or dates shall be determined and the circumstances, if any, under which such date or dates may be shortened or extended, either automatically or at the election of the Company;”

2.3 Amendment to Section 2.1(n). Section 2.1(n) of the Base Indenture is hereby amended and restated as follows:

“(n) if other than the Person named as the ‘Trustee’ in the first paragraph of this instrument (or a successor to such Person pursuant to the applicable provisions of this Indenture) (for purposes of this clause (n), herein called the “Original Trustee”), the identity of a Trustee for the Securities of the series (a “Series Trustee”), and if not the Series Trustee, the identity of the person or persons who shall be registrar for the Securities of such series, and the place or places where the Register of Securities of such series shall be kept, and such additions or changes to any provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood, anything contained herein or in any Resolution of the Company, Officers’ Certificate or supplemental indenture to the contrary notwithstanding, that (i) nothing herein shall constitute such Trustees co-trustees of the same trust, (ii) each such Trustee shall be a trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee, (iii) the Series Trustee shall have all the rights, powers, trusts and duties of the Original Trustee with respect to, and only with respect to, the Securities of the series, (iv) the Original Trustee shall have no rights, powers, trusts and duties with respect to the Securities of the series, (v) no Trustee hereunder shall have any liability for any acts or omissions of any other Trustee hereunder and (vi) no appointment of a Series Trustee shall become effective until the acceptance of the appointment by the Series Trustee is evidenced in writing;”

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2.4 Amendment to Section 2.12. Section 2.12 of the Base Indenture is hereby amended and restated as follows:

“ Section 2.12 Shortening or Extension of Stated Maturity. If specified as contemplated by Section 2.1 or Section 2.2 with respect to the Securities of a particular series, the Company shall have the right to (i) shorten the Stated Maturity of the principal of the Securities of such series at any time to any date, and (ii) extend the Stated Maturity of the principal of the Securities of such series at any time at its election for one or more periods, provided that, if the Company elects to exercise its right to shorten or extend the Stated Maturity of the principal of the Securities of such series pursuant to this section, at the time such election is made and at the time of such shortening or extension, such conditions as may be specified in such Securities shall have been satisfied.”

ARTICLE III

GENERAL TERMS AND CONDITIONS OF THE JUNIOR SUBORDINATED NOTES

3.1 Designation and Principal Amount. There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Company’s 2009 Series A 8.375% Enhanced Junior Subordinated Notes (the “Junior Subordinated Notes”) in an aggregate principal amount of up to $687,500,000 which amount shall be set forth in any written orders of the Company for the authentication and delivery of Junior Subordinated Notes pursuant to Section 2.1 of the Base Indenture and Section 7.1 hereof. Additional Junior Subordinated Notes without limitation as to amount, and without the consent of the holders of the then Outstanding Junior Subordinated Notes, may also be authenticated and delivered in the manner provided in Section 2.1 of the Base Indenture. Any such additional Junior Subordinated Notes will have the same Stated Maturity and other terms (except, if applicable, the initial Interest Payment Date and initial interest accrual date) as those initially issued and shall be consolidated with and part of the same series of Junior Subordinated Notes as the Junior Subordinated Notes initially issued under this Third Supplemental and Amending Indenture.

3.2 Maturity. The maturity date of the Junior Subordinated Notes initially will be June 15, 2064, but will be automatically extended, except for any portion of the principal amount of the Junior Subordinated Notes that shall have been earlier redeemed or with respect to which notice of redemption shall have been given to the holders of such Junior Subordinated Notes, for additional quarterly periods on each of March 15, June 15, September 15 and December 15, beginning on June 15, 2014 through and including March 15, 2019, without notice to, or consent of, the holders of the Junior Subordinated Notes. Subject to the conditions described below, the maturity date will be further automatically extended for additional quarterly periods beginning on June 15, 2019 through and including March 15, 2029, except for any portion of the principal amount of the Junior Subordinated Notes that shall have been earlier redeemed or with respect to which notice of redemption shall have been given to the holders of such Junior Subordinated Notes. The final maturity date of the Junior Subordinated Notes will be no later than June 15, 2079, on which date the entire principal amount of the Junior Subordinated Notes will become due and payable, together with any accrued and unpaid interest. The Stated Maturity of the Junior Subordinated Notes shall mean the maturity date of the Junior Subordinated Notes as extended in accordance with this Section 3.2, which may not be otherwise shortened or extended.

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With respect to each extension beginning on June 15, 2019, the following shall constitute the extension conditions:

(a) On the applicable extension date the ratings on the Junior Subordinated Notes satisfy at least two of the three following ratings criteria: (i) at least Baa3 by Moody’s Investors Service (“Moody’s”), (ii) at least BBB- by Standard & Poors Ratings Services (“Standard & Poor’s”) and (iii) at least BBB- by Fitch Ratings Ltd (“Fitch”), or, if Moody’s, Standard & Poor’s and/or Fitch (or their respective successors) are no longer in existence, the equivalent rating by a nationally recognized statistical rating organization; and

(b) During the three years prior to the applicable extension date:

(i) no event of default has occurred in respect of any of the Company’s then outstanding indebtedness for money borrowed; and

(ii) the Company did not have (and does not have at the extension date) any outstanding deferred payments under any of its then-outstanding preferred stock or debt securities.

3.3 Form and Payment; Minimum Transfer Restriction.

(a) The Junior Subordinated Notes shall be issued in fully registered definitive form without coupons in minimum denominations of $25 and integral multiples of $25 in excess thereof. Principal and interest on the Junior Subordinated Notes will be payable, the transfer of such Junior Subordinated Notes will be registrable and such Junior Subordinated Notes will be exchangeable for Junior Subordinated Notes bearing identical terms and provisions at the Corporate Trust Office of the Series Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the Person entitled thereto at such address as shall appear in the Register or by transfer to an account maintained by the Person entitled thereto as specified in the Register, provided that proper transfer instructions have been received by the Paying Agent by the Record Date. The Register for the Junior Subordinated Notes shall be kept at the Corporate Trust Office of the Series Trustee, and the Series Trustee is hereby appointed registrar and Paying Agent for the Junior Subordinated Notes.

(b) The Junior Subordinated Notes may be transferred or exchanged only in minimum denominations of $25 and integral multiples of $25 in excess thereof, and any attempted transfer, sale or other disposition of Junior Subordinated Notes in a denomination of less than $25 shall be deemed to be void and of no legal effect whatsoever. Any such transferee shall be deemed not to be the holder of such Junior Subordinated Notes for any purpose, including but not limited to the receipt of payments in respect of such Junior Subordinated Notes and such transferee shall be deemed to have no interest whatsoever in such Junior Subordinated Notes.

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3.4 Exchange and Registration of Transfer of Junior Subordinated Notes; Restrictions on Transfers; Depositary. The Junior Subordinated Notes will be issued to the holders in accordance with the following procedures:

(a) So long as Junior Subordinated Notes are eligible for book-entry settlement with the Depositary, or unless required by law, all Junior Subordinated Notes that are so eligible will be represented by one or more Junior Subordinated Notes in global form (a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. Except as provided in Section 3.4(c) below, beneficial owners of a Global Note shall not be entitled to have Definitive Note Certificates registered in their names, will not receive or be entitled to receive physical delivery of Definitive Note Certificates and will not be registered holders of such Global Notes.

(b) The transfer and exchange of beneficial interests in Global Notes shall be effected through the Depositary in accordance with the Indenture and the procedures and standing instructions of the Depositary and the Series Trustee shall make appropriate endorsements to reflect increases or decreases in principal amounts of such Global Notes.

(c) Notwithstanding any other provisions of the Indenture (other than the provisions set forth in this Section 3.4(c)), a Global Note may not be exchanged in whole or in part for Junior Subordinated Notes registered, and no transfer of a Global Note may be registered, in the name of any person other than the Depositary or a nominee thereof unless (i) such Depositary (A) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or (B) has ceased to be a clearing agency registered as such under the Exchange Act and no successor Depositary has been appointed by the Company within 90 days after its receipt of such notice or its becoming aware of such ineligibility, (ii) there shall have occurred and be continuing an Event of Default, or any event which after notice or lapse of time or both would be an Event of Default under the Indenture, with respect to such Junior Subordinated Note, or (iii) the Company, in its sole discretion and subject to the procedures of the Depositary, instructs the Series Trustee to exchange such Global Note for a Junior Subordinated Note that is not a Global Note (in which case such exchange (subject to such procedures) shall be effected by the Series Trustee).

The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Notes. Initially, the Global Notes shall be registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Series Trustee as custodian for Cede & Co.

Definitive Note Certificates issued in exchange for all or a part of a Global Note pursuant to this Section 3.4(c) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Series Trustee. Upon execution and authentication, the Series Trustee shall deliver such Definitive Note Certificates to the person in whose names such Definitive Note Certificates are so registered.

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So long as Junior Subordinated Notes are represented by one or more Global Notes, (i) the registrar for the Junior Subordinated Notes and the Series Trustee shall be entitled to deal with the clearing agency for all purposes of the Indenture relating to such Global Notes as the sole holder of the Junior Subordinated Notes evidenced by such Global Notes and shall have no obligations to the holders of beneficial interests in such Global Notes; and (ii) the rights of the holders of beneficial interests in such Global Notes shall be exercised only through the clearing agency and shall be limited to those established by law and agreements between such holders and the clearing agency and/or the participants in the clearing agency.

At such time as all interests in a Global Note have been paid, redeemed, exchanged, repurchased or canceled, such Global Note shall be, upon receipt thereof, canceled by the Series Trustee in accordance with standing procedures and instructions of the Depositary. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Definitive Note Certificates, redeemed by the Company pursuant to Article III or canceled, or transferred for part of a Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions of the Depositary be reduced or increased, as the case may be, and an endorsement shall be made on such Global Note by, or at the direction of, the Series Trustee to reflect such reduction or increase.

3.5 Interest.

(a) Each Junior Subordinated Note will bear interest at the rate of 8.375% per annum from the Original Issue Date. Subject to the Company’s right to defer interest payments described in Article V below, interest is payable quarterly in arrears on each Interest Payment Date until the principal thereof is paid or made available for payment. If interest payments are deferred or otherwise not paid, they will accrue and compound until paid at the annual rate of 8.375% per annum, to the extent permitted by applicable law. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable will be paid to the Person in whose name such Junior Subordinated Note is registered, at the close of business on the Record Date next preceding such Interest Payment Date; provided that interest payable at Maturity will be paid to the Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for, and that is not deferred pursuant to Article V hereof, will forthwith cease to be payable to the Holders on such Record Date and may either be paid (i) to the Person in whose name such Junior Subordinated Note (or any Junior Subordinated Note issued upon registration of transfer or exchange thereof) is registered at the close of business on the record date for the payment of such defaulted interest established in accordance with Section 2.3 of the Base Indenture or (ii) at any time in any other lawful manner not inconsistent with the requirements of the securities exchange, if any, on which the Junior Subordinated Notes may be listed, and upon such notice as may be required by such exchange. The “Record Date” for payment of interest will be the close of business on the Business Day next preceding the Interest Payment Date, unless such Junior Subordinated Note is registered to a holder other than the Depositary or a nominee of the Depositary, in which case the Record Date for payment of interest will be the close of business on the fifteenth calendar day preceding the applicable Interest Payment Date, whether or not a Business Day.

(b) If an Interest Payment Date, redemption date or the Stated Maturity of the Junior Subordinated Notes falls on a day that is not a Business Day, the payment of interest and

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principal will be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the Interest Payment Date, redemption date or the Stated Maturity, as applicable.

3.6 Events of Default. An Event of Default as defined in the Indenture shall be an Event of Default with respect to the Junior Subordinated Notes provided that the nonpayment of interest for so long as and to the extent that interest is permitted to be deferred pursuant to Article V herein shall not be deemed to be a default in the payment of interest for the purposes of Article VI of the Base Indenture and shall not otherwise be deemed an Event of Default with respect to the Junior Subordinated Notes. For the avoidance of doubt, and without prejudice to any other remedies that may be available to the Series Trustee or the holders of the Junior Subordinated Notes, no breach by the Company of any covenant or obligation under the Indenture or the terms of the Junior Subordinated Notes shall be an Event of Default except those that are specifically identified as an Event of Default under the Indenture.

ARTICLE IV

REDEMPTION OF THE JUNIOR SUBORDINATED NOTES

4.1 Optional Redemption by Company. The Company shall have the option to redeem the Junior Subordinated Notes:

(a) in whole or in part at any time before June 15, 2014 at a redemption price equal to the Make-Whole Amount, plus accrued and unpaid interest through, but not including, the redemption date;

(b) in whole or in part at any time before June 15, 2014, if a Rating Agency Event occurs, at a redemption price equal to the Rating Agency Event Make-Whole Amount, plus accrued and unpaid interest through, but not including, the redemption date;

(c) in whole, but not in part, at any time before June 15, 2014, upon the occurrence of a Tax Event, at a redemption price equal to 100% of the outstanding principal amount of the Junior Subordinate Notes being redeemed, plus accrued and unpaid interest through, but not including, the redemption date; and

(d) in whole or in part at any time on or after June 15, 2014, at a redemption price equal to 100% of the outstanding principal amount of the Junior Subordinated Notes being redeemed, plus accrued and unpaid interest through, but not including, the redemption date.

The applicable redemption price shall be paid prior to 2:30 p.m., New York City time, on the date of such redemption, provided that the Company shall deposit with the Series Trustee an amount sufficient to pay the applicable redemption price by 11:00 a.m., New York City time, on the date such redemption price is to be paid. The Company will notify the Series Trustee of the amount of any applicable Make-Whole Amount or Rating Agency Event Make-Whole Amount promptly after the calculation thereof, and the Series Trustee will not be responsible for such calculation.

4.2 Notice of Redemption. Subject to Article III of the Base Indenture, notice of any redemption pursuant to this Article III will be mailed at least 20 days but not more than 60 days

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before the redemption date to each holder of Junior Subordinated Notes to be redeemed at such holder’s registered address. Unless the Company defaults in payment of the applicable redemption price, on and after the redemption date interest shall cease to accrue on such Junior Subordinated Notes called for redemption.

ARTICLE V

OPTION TO DEFER INTEREST PAYMENTS

5.1 Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base Indenture, the Company, at its option, may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date any may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date.

Any deferred interest on the Junior Subordinated Notes will accrue additional interest at a rate equal to 8.375% per annum, to the extent permitted by applicable law. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any additional interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes.

Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:

However, the foregoing provisions shall not prevent or restrict the Company from making:

(a) purchases, redemptions or other acquisitions of its capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its capital stock;

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(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its capital stock, or the exchange or conversion of all or a portion of one class or series of its capital stock for another class or series of its capital stock;

(c) the purchase of fractional interests in shares of its capital stock pursuant to the conversion or exchange provisions of its capital stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;

(d) dividends or distributions paid or made in its capital stock (or rights to acquire its capital stock), or repurchases, redemptions or acquisitions of capital stock in connection with the issuance or exchange of capital stock (or of securities convertible into or exchangeable for shares of its capital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;

(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; or

(f) payments on the Junior Subordinated Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case that rank equal in right of payment to the Junior Subordinated Notes, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full.

5.2 Notice of Deferral. The Company shall give the Series Trustee written notice of its election to begin a deferral period at least one Business Day before the Record Date for the next Interest Payment Date. The Series Trustee will forward any written notice that the Company gives of its election to begin a deferral period to the holders of the Junior Subordinated Notes. However, the Company’s failure to pay interest on any Interest Payment Date will itself constitute the commencement of a deferral period unless the Company pays such interest payment within five Business Days after the Interest Payment Date, whether or not the Company provides a notice of deferral.

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ARTICLE VI

FORM OF JUNIOR SUBORDINATED NOTE

6.1 Form of Junior Subordinated Note. The Junior Subordinated Notes and the Series Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the form attached hereto as Exhibit A.

ARTICLE VII

ORIGINAL ISSUE OF JUNIOR SUBORDINATED NOTES

7.1 Original Issue of Junior Subordinated Notes. Junior Subordinated Notes in the initial aggregate principal amount of up to $687,500,000 may be executed by the Company and delivered to the Series Trustee for authentication by it, and the Series Trustee shall thereupon authenticate and deliver said Junior Subordinated Notes to or upon the written order of the Company, signed by any Officer of the Company, without any further corporate action by the Company.

ARTICLE VIII

THE SERIES TRUSTEE

8.1 Appointment of Series Trustee . Pursuant to the Base Indenture and pursuant to this Third Supplemental and Amending Indenture, the Company hereby appoints the Series Trustee as Trustee under the Base Indenture with respect to, and only with respect to, the Junior Subordinated Notes, and by execution hereof the Series Trustee accepts such appointment. Pursuant to the Base Indenture, all the rights, powers, trusts and duties of the Original Trustee under the Base Indenture shall be vested in the Series Trustee with respect to the Junior Subordinated Notes, there shall continue to be vested in the Original Trustee all of its rights, powers, trusts and duties as Trustee under the Base Indenture with respect to all of the series of Securities as to which it has served and continues to serve as Trustee, and the Original Trustee shall have no rights, powers, trusts and duties with respect to the Junior Subordinated Notes.

8.2 Eligibility of Series Trustee . The Series Trustee hereby represents that it is qualified and eligible under the provisions of the Trust Indenture Act and Section 7.9 of the Base Indenture to accept its appointment as Trustee with respect to the Junior Subordinated Notes under the Base Indenture and hereby accepts the appointment as such Trustee.

8.3 Security Registrar and Paying Agent. Pursuant to the Base Indenture, the Company hereby appoints Deutsche Bank Trust Company Americas as registrar and “Paying Agent” with respect to the Junior Subordinated Notes.

8.4 Concerning the Trustees . Neither the Original Trustee nor the Series Trustee assumes any duties, responsibilities or liabilities by reason of this Third Supplemental and Amending Indenture other than as set forth in the Base Indenture and, in carrying out its responsibilities hereunder, each shall have all of the rights, powers, privileges, protections, duties and immunities which it possesses under the Base Indenture. The Original Trustee and the Series Trustee shall not constitute co-trustees of the same trust, and each of the Original Trustee and the Series Trustee shall be trustee of a trust or trusts under the Indenture separate and apart from any trust or trusts under the Indenture administered by the other trustee. The Original Trustee shall have no liability for any acts or omissions of the Series Trustee and the Series Trustee shall have no liability for any acts or omissions of the Original Trustee.

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References in this Third Supplemental and Amending Indenture to sections of the Base Indenture that require or permit actions by the Original Trustee with respect to Securities of the series established hereby shall be deemed to require or permit actions only by the Series Trustee and the Original Trustee shall have no responsibility therefor.

8.5 Patriot Act Requirements of Series Trustee . To help the United States government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account or establishes a relationship. The Series Trustee may ask the Company for documentation to verify the Company’s formation and existence as a legal entity. The Series Trustee may also seek to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the Company or other relevant documentation.

ARTICLE IX

MISCELLANEOUS

9.1 Ratification of Indenture; Third Supplemental and Amending Indenture Controls. The Base Indenture, as supplemented by this Third Supplemental and Amending Indenture, is in all respects ratified and confirmed, and this Third Supplemental and Amending Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. The provisions of this Third Supplemental and Amending Indenture shall supersede the provisions of the Base Indenture to the extent the Base Indenture is inconsistent herewith.

9.2 Recitals. The recitals herein contained are made by the Company only and not by the Original Trustee or the Series Trustee, and neither the Original Trustee nor the Series Trustee assumes any responsibility for the correctness thereof. Neither the Original Trustee nor the Series Trustee makes any representation as to the validity or sufficiency of this Third Supplemental and Amending Indenture. All of the provisions contained in the Base Indenture in respect of the rights, powers, privileges, protections, duties and immunities of the Original Trustee shall be applicable, but only to the Series Trustee in respect of the Junior Subordinated Notes and of this Third Supplemental and Amending Indenture (to the extent relating to the Junior Subordinated Notes) as fully and with like effect as if set forth herein in full.

9.3 Governing Law. This Third Supplemental and Amending Indenture and each Junior Subordinated Note shall be deemed to be a contract made under the internal laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of said State, without regard to the conflicts of law principles thereof.

9.4 Separability. In case any one or more of the provisions contained in this Third Supplemental and Amending Indenture or in the Junior Subordinated Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Third Supplemental and Amending

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Indenture or of the Junior Subordinated Notes, but this Third Supplemental and Amending Indenture and the Junior Subordinated Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

9.5 Counterparts. This Third Supplemental and Amending Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental and Amending Indenture to be duly executed as of the date first above written.

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EXHIBIT A

(FORM OF FACE OF JUNIOR SUBORDINATED NOTE)

[THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR JUNIOR SUBORDINATED NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] ^*

[UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF [CEDE & CO.] OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO [CEDE & CO.], ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, [CEDE & CO.], HAS AN INTEREST HEREIN.] ^*

THE NOTES EVIDENCED HEREBY WILL BE ISSUED, AND MAY BE TRANSFERRED, ONLY IN MINIMUM DENOMINATIONS OF $25 AND INTEGRAL MULTIPLES OF $25 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER, SALE OR OTHER DISPOSITION OF NOTES IN A DENOMINATION OF LESS THAN $25 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH NOTES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO THE RECEIPT OF PAYMENTS IN RESPECT OF SUCH NOTES, AND SUCH TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH NOTES.

DOMINION RESOURCES, INC.

[Up to]* $             

2009 SERIES A 8.375% ENHANCED JUNIOR SUBORDINATED NOTE

Dated:                     

DOMINION RESOURCES, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (herein referred to as the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to the Registered Holder named above, the principal sum [of              Dollars]**[specified in the Schedule annexed hereto]*** on the date of Stated Maturity, as hereafter defined, and to pay (subject to deferral as set forth herein) interest thereon at the rate of 8.375% per annum, such interest to accrue from June 17, 2009. Subject to the Company’s right to defer interest payments described herein, interest is payable quarterly in arrears on each March 15, June 15, September 15 and December 15, commencing on September 15, 2009 (the “Interest Payment Dates”), until the principal thereof is paid or made available for payment. If interest payments are deferred or otherwise not paid, they will accrue and compound until paid at the annual rate of 8.375% per annum, to the extent permitted by applicable law.

The maturity date of this note (this “Note”) initially will be June 15, 2064, but will be automatically extended, except for any portion of the principal amount of this Note that shall have been earlier redeemed or with respect to which notice of redemption shall have been given to the Holder hereof, for additional quarterly periods on each of March 15, June 15, September 15 and December 15, beginning on June 15, 2014 through and including March 15, 2019, without notice to, or consent of, the Holder of this Note. Subject to the conditions described below, the maturity date will be further automatically extended for additional quarterly periods beginning on June 15, 2019 through and including March 15, 2029, except for any portion of the principal amount of this Note that shall have been earlier redeemed or with respect to which notice of redemption shall have been given to the Holder hereof. The final maturity date of this Note will be no later than June 15, 2079, on which date the entire principal amount of this Note

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will become due and payable, together with any accrued and unpaid interest. The Stated Maturity of this Note shall mean the maturity date of this Note as extended in accordance with this paragraph, and may not be otherwise shortened or extended.

With respect to each extension beginning on June 15, 2019, the following shall constitute the extension conditions:

(a) On the applicable extension date the ratings on the Junior Subordinated Notes satisfy at least two of the three following ratings criteria: (i) at least Baa3 by Moody’s Investors Service (“Moody’s”), (ii) at least BBB- by Standard & Poor’s Ratings Services (“Standard & Poor’s”) and (iii) at least BBB- by Fitch Ratings Ltd (“Fitch”), or, if Moody’s, Standard & Poor’s and/or Fitch (or their respective successors) are no longer in existence, the equivalent rating by a nationally recognized statistical rating organization; and

(b) During the three years prior to the applicable extension date:

(i) no event of default has occurred in respect of any of the Company’s then outstanding indebtedness for money borrowed; and

(ii) the Company did not have (and does not have at the extension date) any outstanding deferred payments under any of its then-outstanding preferred stock or debt securities.

The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable on an Interest Payment Date will be paid to the Person in whose name this Note is registered, at the close of business on the Record Date next preceding such Interest Payment Date; provided that interest payable at Maturity will be paid to the Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for, and that is not deferred as described below, will forthwith cease to be payable to the Holder on such Record Date and may either be paid (i) to the Person in whose name this Note (or any Junior Subordinated Note issued upon registration of transfer or exchange thereof) is registered at the close of business on the record date for the payment of such defaulted interest established in accordance with Section 2.3 of the Base Indenture or (ii) at any time in any other lawful manner not inconsistent with the requirements of the securities exchange, if any, on which the Junior Subordinated Notes may be listed, and upon such notice as may be required by such exchange. The “Record Date” for payment of interest will be the close of business on the Business Day next preceding the Interest Payment Date, unless this Note is registered to a holder other than the Depositary or a nominee of the Depositary, in which case the Record Date for payment of interest will be the close of business on the fifteenth calendar day preceding the applicable Interest Payment Date, whether or not a Business Day.

If an Interest Payment Date, redemption date or the Stated Maturity of the Junior Subordinated Notes falls on a day that is not a Business Day, the payment of interest and principal will be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the Interest Payment Date, redemption date or the Stated Maturity, as applicable.

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This Note may be presented for payment of principal and interest at the office of the Paying Agent, in the Borough of Manhattan, City and State of New York; provided, however, that payment of interest may be made at the option of the Company (i) by check mailed to such address of the person entitled thereto as the address shall appear on the Register of the Notes or (ii) by transfer to an account maintained by the Person entitled thereto as specified in the Register, provided that proper transfer instructions have been received by the Record Date. Payment of the principal and interest on this Note shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base Indenture, the Company, at its option, may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date.

Any deferred interest on the Junior Subordinated Notes will accrue additional interest at a rate equal to 8.375% per annum, to the extent permitted by applicable law. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any additional interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes.

Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:

(i) declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of Dominion Resources, Inc’s capital stock;

(ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or

(iii) make any guarantee payments on any guarantee of debt securities if the guarantee ranks on a parity with or junior to the Junior Subordinated Notes.

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However, the foregoing provisions shall not prevent or restrict the Company from making:

(a) purchases, redemptions or other acquisitions of its capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its capital stock;

(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its capital stock, or the exchange or conversion of all or a portion of one class or series of its capital stock for another class or series of its capital stock;

(c) the purchase of fractional interests in shares of its capital stock pursuant to the conversion or exchange provisions of its capital stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;

(d) dividends or distributions paid or made in its capital stock (or rights to acquire its capital stock), or repurchases, redemptions or acquisitions of capital stock in connection with the issuance or exchange of capital stock (or of securities convertible into or exchangeable for shares of its capital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;

(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; or

(f) payments on the Junior Subordinated Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case that rank equal in right of payment to the Junior Subordinated Notes, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full.

The Company shall give the Series Trustee written notice of its election to begin a deferral period at least one Business Day before the Record Date for the next Interest Payment Date. The Series Trustee will forward any written notice that the Company gives of its election to begin a deferral period to the holders of the Junior Subordinated Notes. However, the Company’s failure to pay interest on any Interest Payment Date will itself constitute the commencement of a deferral period unless the Company pays such interest payment within five Business Days after the Interest Payment Date, whether or not the Company provides a notice of deferral.

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The Notes of this series shall have an initial aggregate principal amount of up to Six Hundred Eighty Seven Million Five Hundred Thousand Dollars ($687,500,000).

The Notes evidenced by this Certificate may be transferred or exchanged only in minimum denominations of $25 and integral multiples of $25 in excess thereof, and any attempted transfer, sale or other disposition of Notes in a denomination of less than $25 shall be deemed to be void and of no legal effect whatsoever.

The indebtedness of the Company evidenced by this Note, including the principal hereof and interest hereon, is, to the extent and in the manner set forth in the Indenture, subordinate and junior in right of payment to the Company’s obligations to Holders of Priority Indebtedness of the Company and each Holder of this Note, by acceptance hereof, agrees to and shall be bound by such provisions of the Indenture and all other provisions of the Indenture.

This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Series Trustee under the Indenture.

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IN WITNESS WHEREOF, DOMINION RESOURCES, INC. has caused this instrument to be duly executed.

SERIES TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

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REVERSE OF NOTE

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series pursuant to the Junior Subordinated Indenture II, dated as of June 1, 2006 (the “Base Indenture”), as heretofore supplemented and amended, between the Company and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A.), as Trustee (herein called the “Original Trustee”), and as further supplemented and amended by a Third Supplemental and Amending Indenture dated as of June 1, 2009, by and among the Company, the Original Trustee and Deutsche Bank Trust Company Americas, as Trustee of the series of Securities established thereby (herein called the “Series Trustee,” which term includes any successor series trustee for the Junior Subordinated Notes under the Indenture) (collectively, as amended or supplemented through the date hereof and from time to time, herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Original Trustee, the Series Trustee and the Holders (the word “Holder” or “Holders” meaning the registered holder or registered holders) of the Notes. This Security is one of the series designated on the face hereof (the “Junior Subordinated Notes”) which is unlimited in aggregate principal amount.

Capitalized terms used herein but not defined herein shall have the respective meanings assigned thereto in the Indenture.

As provided in and subject to the provisions in the Indenture, the Company shall have the option to redeem the Junior Subordinated Notes:

(a) in whole or in part at any time before June 15, 2014 at a redemption price equal to the Make-Whole Amount, plus accrued and unpaid interest through, but not including, the redemption date;

(b) in whole or in part at any time before June 15, 2014, if a Rating Agency Event occurs, at a redemption price equal to the Rating Agency Event Make-Whole Amount, plus accrued and unpaid interest through, but not including, the redemption date;

(c) in whole, but not in part, at any time before June 15, 2014, upon the occurrence of a Tax Event, at a redemption price equal to 100% of the outstanding principal amount of the Junior Subordinate Notes being redeemed, plus accrued and unpaid interest through, but not including, the redemption date; and

(d) in whole or in part at any time on or after June 15, 2014, at a redemption price equal to 100% of the outstanding principal amount of the Junior Subordinated Notes being redeemed, plus accrued and unpaid interest through, but not including, the redemption date.

In the case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Junior Subordinated Notes may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

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Any consent or waiver by the Holder of this Note given as provided in the Indenture (unless effectively revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Junior Subordinated Note issued in exchange, registration of transfer, or otherwise in lieu hereof irrespective of whether any notation of such consent or waiver is made upon this Note or such other Junior Subordinated Notes. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note, at the places, at the respective times, at the rates and in the coin or currency herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Register of the Junior Subordinated Notes upon surrender of this Note for registration of transfer at the offices maintained by the Company or its agent for such purpose, duly endorsed by the Holder hereof or his attorney duly authorized in writing, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities registrar duly executed by the Holder hereof or his attorney duly authorized in writing, but without payment of any charge other than a sum sufficient to reimburse the Company for any tax or other governmental charge incident thereto. Upon any such registration of transfer, a new Junior Subordinated Note or Notes of authorized denomination or denominations for the same aggregate principal amount will be issued to the transferee in exchange herefor.

Prior to due presentment for registration of transfer of this Note, the Company, the Series Trustee, and any agent of the Company or the Series Trustee may deem and treat the person in whose name this Note shall be registered upon the Register of the Notes of this series as the absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon) for the purpose of receiving payment of or on account of the principal hereof and, subject to the provisions on the face hereof, interest due hereon and for all other purposes; and neither the Company nor the Series Trustee nor any such agent shall be affected by any notice to the contrary.

No recourse shall be had for the payment of the principal of or interest on this Note, or for any claim based hereon or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any stockholder, officer, director or employee, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as a part of the consideration for the issue hereof, expressly waived and released.

The Company and, by acceptance of this Note or a beneficial interest in this Note, each holder hereof and any person acquiring a beneficial interest herein, agree that for United States federal, state and local tax purposes it is intended that this Note constitute indebtedness.

This Note shall be deemed to be a contract made under the laws of the State of New York (without regard to conflicts of laws principles thereof) and for all purposes shall be governed by, and construed in accordance with, the laws of said State.

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FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto

(please insert Social Security or other identifying number of assignee)

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

agent to transfer said Note on the books of the Company, with full power of substitution in the premises.

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement, or any change whatever.

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[FORM OF SCHEDULE FOR ENDORSEMENTS ON GLOBAL NOTES TO REFLECT

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Exhibit 4.3

Replacement Capital Covenant , dated as of June 17, 2009 (this “Replacement Capital Covenant”), by Dominion Resources, Inc., a Virginia corporation (together with its successors and assigns, the “Corporation”), in favor of and for the benefit of each Covered Debtholder (as defined below).

Recitals

A. On the date hereof, the Corporation is issuing $625,000,000 aggregate principal amount of its 2009 Series A 8.375% Enhanced Junior Subordinated Notes (including any additional Junior Subordinated Notes issued on or after the date hereof that may be consolidated and form a single series with such Junior Subordinated Notes issued on the date hereof, the “Notes”) pursuant to the terms and conditions of the Junior Subordinated Indenture II dated as of June 1, 2006 (the “Base Indenture”), as heretofore supplemented and amended, between the Corporation, as issuer, and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N. A.), as Trustee (the “Original Trustee”), and as further supplemented and amended by a Third Supplemental and Amending Indenture dated as of June 1, 2009 (the “Third Supplemental and Amending Indenture”), by and among the Corporation, the Original Trustee and Deutsche Bank Trust Company Americas, as Trustee of the series of securities established thereby (the “Series Trustee”), being executed and delivered in connection with the issuance of the Notes.

B. This Replacement Capital Covenant is the “Replacement Capital Covenant” referred to in the Corporation’s Prospectus Supplement, dated June 10, 2009 (the “Prospectus Supplement”).

C. The Corporation, in entering into and disclosing the content of this Replacement Capital Covenant in the manner provided below, is doing so with the intent that the covenants provided for in this Replacement Capital Covenant, including its promise and covenant set forth in Section 2, be enforceable by each Covered Debtholder against the Corporation as a promise reasonably inducing action or forbearance and that the Corporation be estopped from disregarding the covenants in this Replacement Capital Covenant, in each case to the fullest extent permitted by applicable law.

D. The Corporation acknowledges that reliance by each Covered Debtholder upon the covenants in this Replacement Capital Covenant is reasonable and foreseeable by the Corporation and that, were the Corporation to disregard its covenants in this Replacement Capital Covenant, each Covered Debtholder would have sustained an injury as a result of its reliance on such covenants.

NOW, THEREFORE, the Corporation hereby covenants and agrees as follows in favor of and for the benefit of each Covered Debtholder.

SECTION 1. Definitions . Capitalized terms used in this Replacement Capital Covenant (including the Recitals) have the meanings set forth in Schedule I hereto.

SECTION 2 . Limitations on Redemption, Defeasance or Purchase of Notes . The Corporation hereby promises and covenants to and for the benefit of each Covered Debtholder that the Corporation shall not redeem or purchase, or satisfy, discharge or defease any portion of the principal amount of the Notes through the deposit of money and/or U.S. government obligations pursuant to Article Twelve of the Base Indenture (such satisfaction, discharge or defeasance herein referred to as “defeasance”), and that the Corporation shall cause its majority owned Subsidiaries not to purchase all or any part of the Notes, on or before the Termination Date except to the extent that:

(a) the principal amount defeased or the applicable redemption or purchase price does not exceed the sum of the following amounts:

(i) the Applicable Percentage of (A) the aggregate amount of the net cash proceeds received by the Corporation from the sale of Common Stock and Rights to acquire Common Stock, and (B) the Market Value of any Common Stock that the Corporation has (1) delivered as consideration for property or assets in an arm’s-length transaction or (2) issued in connection with the conversion into or exchange for Common Stock of any convertible or exchangeable securities, other than, in the case of the preceding clause (2), convertible or exchangeable securities for which, and to the extent that, the Corporation or any of its Subsidiaries then receives equity credit from any NRSRO; plus

(ii) the Applicable Percentage of the aggregate amount of net cash proceeds received by the Corporation and/or any of its Subsidiaries from the sale of Replacement Capital Securities (other than the securities set forth in clause (i) above);

in each case, to Persons other than the Corporation and/or its Subsidiaries (for the avoidance of doubt, persons covered by the Corporation’s dividend reinvestment plan, any direct stock purchase plan and director and employee benefit plans shall not be deemed the Corporation and/or its Subsidiaries for purposes of this Section 2) within the applicable Measurement Period (without double counting proceeds received in any prior Measurement Period); provided that the limitations in this Section 2 shall not restrict the repayment, redemption or other acquisition of any Notes that have been previously defeased or purchased in accordance with this Replacement Capital Covenant; or

(b) the Notes are exchanged for consideration that includes an aggregate principal amount or liquidation preference (or, in the case of Common Stock, Market Value) of Replacement Capital Securities equal to 100% prior to the Stepdown Date, and 50% on or after the Stepdown Date (or, in the case of Common Stock, 50% prior to the Stepdown Date and 25% on or after the Stepdown Date) of the aggregate principal amount of Notes that are exchanged.

SECTION 3. Covered Debt .

(a) The Corporation represents and warrants that the Initial Covered Debt is Eligible Debt.

(b) On, or during the 30-day period immediately preceding, any Redesignation Date with respect to the Covered Debt then in effect, the Corporation shall identify the series of Eligible Debt that will become the Covered Debt on the related Redesignation Date in accordance with the following procedures:

(i) the Corporation shall identify each series of its then outstanding long-term indebtedness for money borrowed that is Eligible Debt;

(ii) if only one series of the Corporation’s then outstanding long-term indebtedness for money borrowed is Eligible Debt, such series shall become the Covered Debt commencing on the related Redesignation Date;

(iii) if the Corporation has more than one outstanding series of long-term indebtedness for money borrowed that is Eligible Debt, then the Corporation shall identify a specific series that has the latest stated final maturity date as of the date on which the Corporation is applying the procedures in this Section 3(b) and such series shall become the Covered Debt commencing on the related Redesignation Date;

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(iv) the series of outstanding long-term indebtedness for money borrowed that is determined to be the Covered Debt pursuant to clause (ii) or (iii) above shall be the Covered Debt for purposes of this Replacement Capital Covenant for the period commencing on the related Redesignation Date and continuing to but not including the Redesignation Date as of which a new series of outstanding long-term indebtedness is next determined to be the Covered Debt pursuant to the procedures set forth in this Section 3(b); and

(v) in connection with such identification of a new series of the Covered Debt, notice shall be given, and a Form 8-K shall be filed, as provided for in Section 3(d) within the time frame provided for in such section.

(c) Notwithstanding any other provisions of this Replacement Capital Covenant, (i) if a series of Eligible Senior Debt of the Corporation has become the Covered Debt in accordance with Section 3(b), on the date on which the Corporation issues a new series of Eligible Subordinated Debt, then immediately upon such issuance such series shall become the Covered Debt and the applicable series of Eligible Senior Debt shall cease to be the Covered Debt.

(d) In order to give effect to the intent of the Corporation described in Recital C, the Corporation covenants that (i) simultaneously with the execution of this Replacement Capital Covenant, or as soon as practicable after the date hereof, (A) notice shall be given to the Holders of the Initial Covered Debt, in the manner provided in the indenture or other instrument under which such Initial Covered Debt was issued, of this Replacement Capital Covenant and the rights granted to such Holders hereunder and (B) the Corporation shall file a copy of this Replacement Capital Covenant with the Commission as an exhibit to a Form 8-K; (ii) so long as the Corporation is a reporting company under the Securities Exchange Act, the Corporation will include or cause to be included in each Form 10-K filed with the Commission by the Corporation a description of the covenant set forth in Section 2 and identify the series of long-term indebtedness for borrowed money that is Covered Debt as of the date such Form 10-K is filed with the Commission; (iii) if a series of the Corporation’s long-term indebtedness for money borrowed (A) becomes Covered Debt or (B) ceases to be Covered Debt, notice of such occurrence will be given within 30 days to the holders of such long-term indebtedness for money borrowed in the manner provided for in the indenture or other instrument under which such long-term indebtedness for money borrowed was issued and the Corporation shall report such change in a Form 8-K, which must include or incorporate by reference this Replacement Capital Covenant, and, if reported in a Form 8-K, also in the next Form 10-Q or Form 10-K, as applicable, of the Corporation; (iv) if, and only if, the Corporation ceases to be a reporting company under the Securities Exchange Act, the Corporation will (A) post on its website the information otherwise required to be included in Securities Exchange Act filings pursuant to clauses (ii) and (iii) above; and (B) cause a notice of this Replacement Capital Covenant to be posted on the Bloomberg screen for the Initial Covered Debt or any successor Bloomberg screen or, if none, a similar third-party vendor’s screen the Corporation reasonably believes is appropriate (each an “Investor Screen”) and cause a hyperlink of this Replacement Capital Covenant to be included on the Investor Screen for each series of the Covered Debt, in each case to the extent permitted by Bloomberg or such similar third-party vendor, as the case may be; and (v) promptly upon the request of any Holder of Covered Debt, the Corporation will provide such Holder with an executed copy of this Replacement Capital Covenant.

SECTION 4. Termination and Amendment .

(a) The obligations of the Corporation pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) June 15, 2034 or (y) if the maturity date of the Notes shall be extended in accordance with the Third Supplemental and Amending Indenture, the date which is 30 years prior to the maturity

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date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise.

(b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining the consent of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant.

(c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

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SECTION 5 . Miscellaneous .

(a) This Replacement Capital Covenant shall be governed by and construed in accordance with the laws of the State of New York.

(b) This Replacement Capital Covenant shall be binding upon the Corporation (and its successors and assigns) and shall inure to the benefit of the Covered Debtholders as they exist from time-to-time (it being understood and agreed by the Corporation that any Person who is a Covered Debtholder shall retain its status as a Covered Debtholder for so long as the series of long-term indebtedness for borrowed money owned by such Person is Covered Debt and, if such Person initiates a claim or proceeding to enforce its rights under this Replacement Capital Covenant after the Corporation has violated its covenants in Section 2 and before the series of long-term indebtedness for money borrowed held by such Person is no longer Covered Debt, such Person’s rights under this Replacement Capital Covenant shall not terminate by reason of such series of long-term indebtedness for money borrowed no longer being Covered Debt). The Corporation agrees that, if at any time the Covered Debt is held by a trust (for example, where the Covered Debt is part of an issuance of trust preferred securities), a holder of the securities issued by such trust may enforce (including by instituting legal proceedings) this Replacement Capital Covenant directly against the Corporation as though such holder owned the Covered Debt directly, and the holders of such trust securities shall be deemed Holders of the Covered Debt for purposes of this Replacement Capital Covenant for so long as the indebtedness held by such trust remains the Covered Debt hereunder. Other than the Covered Debtholders as provided in the two previous sentences, no other Person shall have any rights under this Replacement Capital Covenant or be deemed a third party beneficiary of this Replacement Capital Covenant. In particular, no holder of the Notes is a third party beneficiary of this Replacement Capital Covenant, it being understood that such holders may have rights under the Base Indenture.

(c) The Corporation acknowledges that reliance by each Covered Debtholder upon the covenants in this Replacement Capital Covenant is reasonable and foreseeable by the Corporation and that, were the Corporation to disregard its covenants in this Replacement Capital Covenant, each Covered Debtholder would have sustained an injury as a result of its reliance on such covenants.

(d) All demands, notices, requests and other communications to the Corporation under this Replacement Capital Covenant shall be deemed to have been duly given and made if in writing and (i) if served by personal delivery upon the Corporation, on the day so delivered (or, if such day is not a Business Day, the next succeeding Business Day) or (ii) if delivered by registered post or certified mail, return receipt requested, or sent to the Corporation by a national or international courier service, on the date of receipt by the Corporation (or, if such date of receipt is not a Business Day, the next succeeding Business Day), or (iii) if sent by telecopier, on the day telecopied, or if not a Business Day, the next succeeding Business Day, provided that the telecopy is promptly confirmed by telephone confirmation thereof, and in each case to the Corporation at the address set forth below, or at such other address as the Corporation may thereafter post on its website as the address for notices under this Replacement Capital Covenant:

Dominion Resources, Inc.

120 Tredegar Street

Richmond, VA 23219

Attention: Treasurer

Facsimile No: (804) 819-2211

Telephone No: (804) 819-2000

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IN WITNESS WHEREOF , the Corporation has caused this Replacement Capital Covenant to be executed by a duly authorized officer as of the day and year first above written.

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Schedule I

Definitions

“Alternative Payment Mechanism” means, with respect to any Qualifying Capital Securities, provisions in the related transaction documents that permit the issuer, in its sole discretion, to defer Distributions in whole or in part on such Qualifying Capital Securities for one or more consecutive Distribution Periods of up to ten years and that require the issuer thereof to issue (or use Commercially Reasonable Efforts to issue), in its sole discretion, one or more types of APM Qualifying Securities raising “eligible proceeds” (as defined in (a) below) at least equal to the deferred Distributions on such Qualifying Capital Securities and apply the proceeds to pay unpaid Distributions on such Qualifying Capital Securities, commencing on the earlier of (x) the first Distribution Date after commencement of a deferral period on which such issuer pays current Distributions on such Qualifying Capital Securities and (y) the fifth anniversary of the commencement of such deferral period, and that:

(a) define “eligible proceeds” to mean, for purposes of such Alternative Payment Mechanism, the net proceeds (after underwriters’ or placement agents’ fees, commissions or discounts and other expenses relating to the issuance or sale of the relevant securities, where applicable, and including the fair market value of property received by the issuer or its Subsidiaries as consideration for such securities) that such issuer has received during the 180 days prior to the related Distribution Date from the issuance of APM Qualifying Securities to Persons other than the Corporation and/or its Subsidiaries, up to the Preferred Cap (as defined in (e) below) in the case of APM Qualifying Securities that are Qualifying Preferred Stock or Mandatorily Convertible Preferred Stock;

(b) permit such issuer to pay current Distributions on any Distribution Date out of any source of funds but (x) require such issuer to pay deferred Distributions only out of eligible proceeds and (y) prohibit such issuer from paying deferred Distributions out of any source of funds other than eligible proceeds;

(c) if deferral of Distributions continues for more than one year (or such shorter period as may be provided for in the terms of such securities), require such issuer or any of its Subsidiaries not to redeem or purchase any securities that rank pari passu with or junior to any APM Qualifying Securities that such issuer has issued to settle deferred Distributions in respect to that deferral period until at least one year after all deferred Distributions have been paid (a “Purchase Restriction”), other than the following (none of which shall be restricted or prohibited by a Purchase Restriction):

(i) purchases, redemptions or other acquisitions of shares of Common Stock in connection with any employment or compensatory contract, compensation or benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants; or

(ii) purchases or other acquisitions of shares of Common Stock pursuant to a contractually binding requirement to buy shares of Common Stock entered into prior to the beginning of the related deferral period, including under a contractually binding stock repurchase plan;

(d) limit the obligation of such issuer to issue (or use Commercially Reasonable Efforts to issue) APM Qualifying Securities that are Common Stock or Qualifying Warrants to settle deferred Distributions pursuant to the Alternative Payment Mechanism either (i) during the first five years of any deferral period or (ii) before an anniversary of the commencement of any deferral period that is not earlier than the fifth such anniversary and not later than the ninth such anniversary (as designated in the terms of such Qualifying Capital Securities) with respect to deferred Distributions attributable to the first five years of such deferral period, either:

I-1

(A) to an aggregate amount of such securities, the net proceeds from the issuance of which is equal to 2% of the product of the average of the current Market Value of the Common Stock on the ten consecutive trading days ending on the fourth trading day immediately preceding the date of issuance multiplied by the total number of issued and outstanding shares of Common Stock as of the date of the Corporation’s most recent publicly available consolidated financial statements; or

(B) to a number of shares of Common Stock and shares issuable upon exercise of Qualifying Warrants, in the aggregate, not in excess of 2% of the outstanding number of shares of Common Stock as of the date of the Corporation’s most recent publicly available consolidated financial statements (the “Common Cap”);

(e) limit the right of such issuer to issue (or use Commercially Reasonable Efforts to issue) APM Qualifying Securities that are Qualifying Preferred Stock or Mandatorily Convertible Preferred Stock, to an amount from the issuance of such Qualifying Preferred Stock and then-still outstanding Mandatorily Convertible Preferred Stock pursuant to the related Alternative Payment Mechanism (including, in the case of Qualifying Preferred Stock, at any point in time from all prior issuances thereof pursuant to such Alternative Payment Mechanism) equal to 25% of the initial liquidation or principal amount of the Qualifying Capital Securities that are the subject of the related Alternative Payment Mechanism (the “Preferred Cap”);

(f) in the case of Qualifying Capital Securities include a Bankruptcy Claim Limitation Provision; and

(g) permit such issuer, at its option, to provide that if such issuer is involved in a merger, consolidation, amalgamation, statutory share exchange, conveyance, lease or other transfer of all or substantially all of the assets to any other person or a similar transaction (a “business combination”) where immediately after the consummation of the business combination more than 50% of the surviving or resulting entity’s voting securities is owned by the equityholders of the other party to the business combination, or the entity to whom all or substantially all of such issuer’s assets are conveyed, leased or otherwise transferred, then clauses (a), (b) and (c) above will not apply to any deferral period that is terminated on the next Distribution Date following the date of consummation of the business combination;

provided (and it being understood) that:

(h) the Alternative Payment Mechanism may at the discretion of such issuer include a share cap limiting the issuance of APM Qualifying Securities consisting of Common Stock, Qualifying Warrants and Mandatorily Convertible Preferred Stock, in each case to a maximum issuance cap to be set at the discretion of such issuer (a “Share Cap”); provided that such Share Cap will be subject to such issuer’s agreement to use Commercially Reasonable Efforts to increase the Share Cap when reached and (i) only to the extent it can do so and simultaneously satisfy its future fixed or contingent obligations under other securities and derivative instruments that provide for settlement or payment in Common Stock or (ii) if such issuer cannot increase the Share Cap as contemplated in the preceding clause, by requesting its board of directors to adopt a resolution for shareholder vote at the next occurring annual shareholders meeting to increase the number of shares of such issuer’s authorized Common Stock or preferred stock for purposes of satisfying its obligations to pay deferred Distributions;

(i) such issuer shall not be obligated to issue (or use Commercially Reasonable Efforts to issue) APM Qualifying Securities for so long as a Market Disruption Event has occurred and is continuing;

I-2

(j) if, due to a Market Disruption Event or otherwise, such issuer is able to raise and apply some, but not all, of the eligible proceeds necessary to pay all deferred Distributions on any Distribution Date, such issuer will apply an amount equal to any available eligible proceeds to pay accrued and unpaid Distributions on the applicable Distribution Date in chronological order subject to the Common Cap, the Preferred Cap, and the Share Cap (if any), as applicable; and

(k) if such issuer has outstanding more than one class or series of securities under which it is obligated to sell a type of APM Qualifying Securities and apply some part of the proceeds to the payment of deferred Distributions, then on any date and for any period the amount of net proceeds received by such issuer from those sales and available for payment of deferred Distributions on such securities shall be applied to such securities on a pro rata basis up to the Common Cap, the Preferred Cap and the Share Cap (if any), as applicable, in proportion to the total amounts that are due on such securities.

“APM Qualifying Securities” means, with respect to any Alternative Payment Mechanism, any Debt Exchangeable for Preferred Equity or any Mandatory Trigger Provision, one or more of the following (as designated in the transaction documents for any Qualifying Capital Securities that include an Alternative Payment Mechanism or a Mandatory Trigger Provision or for any Debt Exchangeable for Preferred Equity):

provided (and it being understood) that:

(i) if the APM Qualifying Securities for any Alternative Payment Mechanism or Mandatory Trigger Provision includes both Common Stock and Qualifying Warrants,

(A) such Alternative Payment Mechanism or Mandatory Trigger Provision may permit, but need not require, the Corporation to issue Qualifying Warrants; and

(B) the Corporation may, without the consent of the holders of the Qualifying Capital Securities, amend the definition of APM Qualifying Securities to eliminate Common Stock or Qualifying Warrants (but not both) from the definition if, after the issue date, an accounting standard or interpretive guidance relating to an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards followed by the Corporation becomes effective or applicable to the Corporation such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that the failure to eliminate Common Stock or Qualifying Warrants from the definition of APM Qualifying Securities would result in a reduction in the Corporation’s EPS.

(ii) if the APM Qualifying Securities for any Alternative Payment Mechanism or Mandatory Trigger Provision includes Mandatorily Convertible Preferred Stock and Common Stock and/or Qualifying Preferred Stock,

I-3

(A) such Alternative Payment Mechanism or Mandatory Trigger Provision may permit, but need not require, the Corporation to issue Mandatorily Convertible Preferred Stock; and

(B) the Corporation may, without the consent of the holders of the Qualifying Capital Securities, amend the definition of APM Qualifying Securities to eliminate Mandatorily Convertible Preferred Stock from the definition if, after the issue date, an accounting standard or interpretive guidance relating to an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards followed by the Corporation becomes effective or applicable to the Corporation such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that the failure to eliminate Mandatorily Convertible Preferred Stock from the definition of APM Qualifying Securities would result in a reduction in the Corporation’s EPS.

“Applicable Percentage” means:

(a) with respect to Common Stock, Rights to acquire Common Stock and Mandatorily Convertible Preferred Stock, 200% prior to the Stepdown Date and 400% on or after the Stepdown Date;

(b)(i) with respect to Qualifying Capital Securities described in clause (a) of the definition of that term, 100% prior to the Stepdown Date and 200% on or after the Stepdown Date and (ii) with respect to Qualifying Capital Securities described in clause (b) of the definition of that term, 100%; and

(c) with respect to Debt Exchangeable for Equity, 150% prior to the Stepdown Date and 300% on or after the Stepdown Date.

“Bankruptcy Claim Limitation Provision” means, with respect to any Qualifying Capital Securities that have an Alternative Payment Mechanism or a Mandatory Trigger Provision, provisions that, upon any liquidation, dissolution, winding up or reorganization or in connection with any insolvency, receivership or proceeding under any bankruptcy law with respect to the issuer, limit the claim of the holders of such Qualifying Capital Securities to Distributions that accumulate during (a) any deferral period, in the case of Qualifying Capital Securities that have an Alternative Payment Mechanism or (b) any period in which the issuer fails to satisfy one or more financial tests set forth in the terms of such securities or related transaction agreements, in the case of Qualifying Capital Securities having a Mandatory Trigger Provision, to:

(i) in the case of Qualifying Capital Securities having an Alternative Payment Mechanism or Mandatory Trigger Provision with respect to which the APM Qualifying Securities do not include Qualifying Preferred Stock or Mandatorily Convertible Preferred Stock, 25% of the stated or principal amount of such Qualifying Capital Securities then outstanding; and

(ii) in the case of any other Qualifying Capital Securities, an amount not in excess of the sum of (x) the amount of accumulated and unpaid Distributions (including compounded amounts) that relate to the earliest two years of the portion of the deferral period for which Distributions have not been paid and (y) an amount equal to the excess, if any, of the Preferred Cap over the aggregate amount of net proceeds from the sale of Qualifying Preferred Stock or Mandatorily Convertible Preferred Stock that the issuer has applied to pay such Distributions pursuant to the Alternative Payment Mechanism or the Mandatory Trigger Provision, provided that the holders of such Qualifying Capital

I-4

Securities are deemed to agree that, to the extent the claim for deferred Distributions exceeds the amount set forth in subclause (x), the amount they receive in respect of such excess shall not exceed the amount they would have received had the claim for such excess ranked pari passu with the interests of the holders, if any, of Qualifying Preferred Stock or Mandatorily Convertible Preferred Stock.

“Board of Directors” means the Board of Directors of the Corporation or a duly constituted committee thereof.

“ Business Day” means each day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to close.

“Commercially Reasonable Efforts” means, for purposes of selling APM Qualifying Securities, commercially reasonable efforts to complete the offer and sale of APM Qualifying Securities to third parties that are not the Corporation or any of its Subsidiaries in public offerings or private placements. The issuer of APM Qualifying Securities shall not be considered to have made Commercially Reasonable Efforts to effect a sale of APM Qualifying Securities if it determines not to pursue or complete such sale due to pricing, coupon, dividend rate or dilution considerations.

“Commission” means the United States Securities and Exchange Commission.

“Common Cap” has the meaning specified in the definition of Alternative Payment Mechanism.

“Common Equity Units” means a security or combination of securities that:

(a) gives the holders (i) a beneficial interest in a fixed income security of the Corporation (including a debt security, a trust preferred security of a subsidiary trust or preferred stock) and (ii) a beneficial interest in a stock purchase contract;

(b) includes a remarketing feature pursuant to which the fixed income security is required to be remarketed to new investors within four years from the date of issuance of the security; and

(c) provides for the proceeds raised in the remarketing to be used to purchase Common Stock pursuant to the stock purchase contract for a determinable number of shares or within a range established at the time of issuance of the Common Equity Units, in each case subject to customary anti-dilution or similar adjustments.

“Common Stock” means (i) any equity securities of the Corporation (including equity securities held as treasury shares and equity securities, if any, sold pursuant to a dividend reinvestment plan, any direct stock purchase plan or director or employee benefit plan) that have no preference in the payment of dividends or amounts payable upon the liquidation, dissolution or winding up of the Corporation (including any security that tracks the performance of, or relates to the results of, a business, unit or division of the Corporation), and (ii) any other securities that have no preference in the payment of dividends or amounts payable upon the liquidation, dissolution or winding up of the Corporation, and are issued in exchange for securities described in (i) above in connection with a merger, consolidation, binding share exchange, business combination, recapitalization or other similar event.

“Corporation” has the meaning specified in the introduction to this instrument.

I-5

“Covered Debt” means (i) at the date of this Replacement Capital Covenant and continuing to but not including the first Redesignation Date, the Initial Covered Debt and (ii) thereafter, commencing with each Redesignation Date and continuing to but not including the next succeeding Redesignation Date, the Eligible Debt identified pursuant to Section 3(b) as the Covered Debt for such period.

“Covered Debtholder” means each Person (whether a Holder or a beneficial owner holding through a participant in a clearing agency) that buys, holds or sells long-term indebtedness for money borrowed of the Corporation during the period that such long-term indebtedness for money borrowed is the Covered Debt, provided that a Person who has sold all its right, title and interest in the Covered Debt shall cease to be a Covered Debtholder at the time of such sale if, at such time, the Corporation has not breached or repudiated, or threatened to breach or repudiate, its obligations hereunder.

“Debt Exchangeable for Equity” means Common Equity Units or Debt Exchangeable for Preferred Equity.

“Debt Exchangeable for Preferred Equity” means a security or combination of securities (together in this definition, “such securities”) that:

(a) gives the holder a beneficial interest in (i) subordinated debt securities of the Corporation (in this definition, the “issuer”), permitting the issuer to defer Distributions in whole or in part on such securities for one or more Distribution Periods of up to at least seven years without any remedies other than Permitted Remedies and that are the most junior subordinated debt of the issuer (or rank pari passu with the most junior subordinated debt of the issuer) (in this definition, “subordinated debt”) and (ii) a fractional interest in a stock purchase contract for a share or shares of Qualifying Preferred Stock of the Corporation that ranks pari passu with or junior to all other preferred stock of the Corporation (in this definition, “preferred stock”);

(b) provides that the holders directly or indirectly grant to the Corporation a security interest in such subordinated debt and their proceeds (including any substitute collateral permitted under the transaction documents) to secure the holders’ direct or indirect obligation to purchase preferred stock of the Corporation pursuant to such stock purchase contracts;

(c) includes a remarketing feature pursuant to which the subordinated debt of the Corporation is remarketed to new investors commencing not later than the first Distribution Date that is at least five years after the date of issuance of such securities or earlier in the event of an early settlement event based on: (i) the dissolution of the issuer of such securities or (ii) one or more financial tests set forth in the terms of the instrument governing such securities;

(d) provides for the proceeds raised in the remarketing of the subordinated debt to be used to purchase preferred stock of the Corporation under the stock purchase contracts and, if there has not been a successful remarketing by the first Distribution Date that is six years after the date of issuance of such securities, provides that the stock purchase contracts will be settled by the Corporation exercising its remedies as a secured party with respect to its subordinated debt or other collateral directly or indirectly pledged by the holders of such securities;

(e) is subject to an Explicit Replacement Covenant that will apply to such securities and preferred stock of the Corporation, and will not include Debt Exchangeable for Equity as a Replacement Capital Security; and

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(f) if applicable, after the issuance of such preferred stock of the Corporation, provides the holders of such securities with a beneficial interest in such preferred stock of the Corporation.

“Defeasance” has the meaning specified in Section 2.

“Distribution Date” means, as to any security or combination of securities, the dates on which periodic Distributions on such securities are scheduled to be made.

“Distribution Period” means, as to any security or combination of securities, each period from and including a Distribution Date (or from and including the date of issuance with respect to the period prior to the initial Distribution Date) for such securities to but not including the next succeeding Distribution Date for such securities.

“Distributions” means, as to a security or combination of securities, dividends, interest payments or other income distributions to the holders thereof that are not Subsidiaries of the Corporation.

“Eligible Debt” means, at any time, Eligible Subordinated Debt or, if no Eligible Subordinated Debt is then outstanding, Eligible Senior Debt. The Notes shall not be considered “Eligible Debt” for purposes of this Replacement Capital Covenant.

“Eligible Senior Debt” means, at any time in respect of any issuer, each series of the issuer’s then outstanding unsecured long-term indebtedness for money borrowed that (i) upon a bankruptcy, liquidation, dissolution or winding up of the issuer, ranks most senior among the issuer’s then outstanding classes of unsecured indebtedness for money borrowed, (ii) is then assigned a rating by at least one NRSRO (provided that this clause (ii) shall apply on a Redesignation Date only if on such date the issuer has outstanding senior long-term indebtedness for money borrowed that satisfies the requirements of clauses (i), (iii) and (iv) that is then assigned a rating by at least one NRSRO), (iii) has an outstanding principal amount of not less than $100,000,000, and (iv) was issued through or with the assistance of a commercial or investment banking firm or firms acting as underwriters, initial purchasers or placement or distribution agents. For purposes of this definition as applied to securities with a CUSIP number, each issuance of long-term indebtedness for money borrowed that has (or, if such indebtedness is held by a trust or other intermediate entity established directly or indirectly by the issuer, the securities of such intermediate entity that have) a separate CUSIP number shall be deemed to be a series of the issuer’s long-term indebtedness for money borrowed that is separate from each other series of such indebtedness.

“Eligible Subordinated Debt” means, at any time in respect of any issuer, each series of the issuer’s then outstanding unsecured long-term indebtedness for money borrowed that (i) upon a bankruptcy, liquidation, dissolution or winding up of the issuer, ranks senior to the Notes and subordinate to the issuer’s then outstanding series of unsecured indebtedness for money borrowed that ranks most senior, (ii) is then assigned a rating by at least one NRSRO (provided that this clause (ii) shall apply on a Redesignation Date only if on such date the issuer has outstanding subordinated long-term indebtedness for money borrowed that satisfies the requirements of clauses (i), (iii) and (iv) that is then assigned a rating by at least one NRSRO), (iii) has an outstanding principal amount of not less than $100,000,000, and (iv) was issued through or with the assistance of a commercial or investment banking firm or firms acting as underwriters, initial purchasers or placement or distribution agents. For purposes of this definition as applied to securities with a CUSIP number, each issuance of long-term indebtedness for money borrowed that has (or, if such indebtedness is held by a trust or other intermediate entity established directly or indirectly by the issuer, the securities of such intermediate entity

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have) a separate CUSIP number shall be deemed to be a series of the issuer’s long-term indebtedness for money borrowed that is separate from each other series of such indebtedness.

“Explicit Replacement Covenant” means, as to any security or combination of securities, (i) a covenant substantially similar to this Replacement Capital Covenant or (ii) a replacement capital covenant that the Board of Directors, acting in good faith and in its reasonable discretion and reasonably construing the definitions and other terms of this Replacement Capital Covenant, has determined operates to the effect that the issuer will redeem, defease or purchase such securities, and any Subsidiaries of the issuer will purchase such securities, only if and to the extent that the applicable percentage of the amount raised within the 180-day period preceding the applicable redemption, defeasance or purchase date by issuing specified replacement capital securities having terms and provisions at the time of redemption, defeasance or purchase that are as much or more equity-like than the securities then being redeemed, defeased or purchased, is at least equal to the principal amount of the securities being defeased or the applicable redemption or purchase price, provided that the board of directors of the issuer has determined that such covenant is binding on the issuer for the benefit of one or more series of the long-term indebtedness for money borrowed of the issuer (or an affiliate of the issuer, if the covenant so provides) to the same extent as this Replacement Capital Covenant is binding on the Corporation for the benefit of the Holders of the Initial Covered Debt.

“Form 8-K” means a Current Report on Form 8-K filed with the Commission under the Securities Exchange Act, and any successor report.

“Form 10-K” means an Annual Report on Form 10-K filed with the Commission under the Securities Exchange Act, and any successor report.

“Form 10-Q” means a Quarterly Report on Form 10-Q filed with the Commission under the Securities Exchange Act, and any successor report.

“Holder” means, as to the Covered Debt then in effect, each holder of such Covered Debt as reflected on the securities register maintained by or on behalf of the Corporation with respect to such Covered Debt.

“Initial Covered Debt” means the 2008 Series B 7.0% Senior Notes due 2038 issued by the Corporation on June 17, 2008 (CUSIP No. 25746U BD0).

“Intent-Based Replacement Disclosure” means, as to any security or combination of securities issued, directly or indirectly, that the issuer has publicly stated its intention, either in the prospectus or other offering or purchase document under which such security or combination of securities were initially offered for sale or in filings with the Commission made by the issuer or an affiliate under the Securities Exchange Act prior to or contemporaneously with the issuance of such securities, that the issuer will redeem, purchase or defease or its Subsidiaries will purchase, such securities only with the applicable percentage of the amounts raised within the 180-day period preceding the applicable redemption, purchase or defeasance date from the issuance of specified replacement capital securities that have terms and provisions at the time of redemption, defeasance or purchase that are as much or more equity like than the securities then being redeemed, defeased or purchased.

“Investor Screen” has the meaning specified in Section 3(d).

“Mandatorily Convertible Preferred Stock” means cumulative preferred stock or Non-Cumulative Preferred Stock of the Corporation with (a) no prepayment obligation on the part of the issuer thereof, whether at the election of the holders or otherwise, and (b) a requirement that the preferred stock convert into Common Stock of the issuer within three years from the date of

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its issuance for a determinable number of shares or within a range established at the time of issuance of the cumulative preferred stock or the Non-Cumulative Preferred Stock, subject to customary anti-dilution or similar adjustments.

“Mandatory Trigger Provision” means, as to any security or combination of securities, provisions in the terms thereof or in the related transaction agreements that (A) require, or at its option in the case of perpetual Non-Cumulative Preferred Stock permit, the issuer of such security or combination of securities to make payment of Distributions on such securities within two years after a failure to satisfy one or more financial tests set forth in the terms of such securities or related transaction agreements only if payment of such Distributions during that two-year period is made in connection with the issuance and sale of APM Qualifying Securities (for the avoidance of doubt, payment of such Distributions with cash from any source other than APM Qualifying Securities is not permitted during such two-year period immediately following the failure of the issuer to satisfy such financial test(s)), such payment to be in an amount not exceeding the amount of the net proceeds of such sale at least equal to the amount of unpaid Distributions on such securities (including without limitation all deferred and accumulated amounts) and in either case requires the application of the net proceeds of such sale to pay such unpaid Distributions; provided that (i) such Mandatory Trigger Provision shall limit the issuance and sale of Common Stock and Qualifying Warrants the proceeds of which may be applied to pay such Distributions pursuant to such provision to the Common Cap, unless the Mandatory Trigger Provision requires such issuance and sale within one year of such failure, and (ii) the amount of Qualifying Preferred Stock and still outstanding Mandatorily Convertible Preferred Stock the net proceeds of which the issuer may apply to pay such Distributions pursuant to such provision may not exceed the Preferred Cap, (B) in the case of securities other than perpetual Non-Cumulative Preferred Stock, prohibit the issuer from purchasing any APM Qualifying Securities, or any securities that rank pari passu with or junior to APM Qualifying Securities, the proceeds of which were used to settle deferred interest during the relevant deferral period, prior to the date six months after the issuer applies the net proceeds of the sales described in clause (A) to pay such unpaid Distributions in full, (C) in the case of securities other than perpetual Non-Cumulative Preferred Stock, include a Bankruptcy Claim Limitation Provision and (D) if deferral of Distributions continues for more than one year (or such shorter period as may be provided for in the terms of such securities), prohibit the issuer of such securities from redeeming or purchasing any of its securities ranking upon the liquidation, dissolution or winding up of the issuer junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to settle deferred Distributions during the relevant deferral period until at least one year after all deferred Distributions have been paid. For purposes of this definition of Mandatory Trigger Provision, (i) the issuer will not be obligated to issue (or use Commercially Reasonable Efforts to issue) any such APM Qualifying Securities for so long as a Market Disruption Event has occurred and is continuing; (ii) if, due to a Market Disruption Event or otherwise, the issuer is able to raise and apply some, but not all, of the eligible proceeds necessary to pay all deferred Distributions on any Distribution Date, the issuer will apply an amount equal to any available eligible proceeds to pay accrued and unpaid Distributions on the applicable Distribution Date in chronological order subject to the Common Cap, the Preferred Cap and the Share Cap (if any), as applicable; and (iii) if the issuer has outstanding more than one class or series of securities under which it is obligated to sell a type of any such APM Qualifying Securities and applies some part of the proceeds to the payment of deferred Distributions, then on any date and for any period the amount of net proceeds received by the issuer from those sales and available for payment of deferred Distributions on such securities shall be applied to such securities on a pro rata basis up to the Common Cap, the Preferred Cap and the Share Cap (if any), as applicable, in proportion to the total amounts of deferred Distributions that are due on such securities. No remedy other than Permitted Remedies will arise by the terms of such securities or related transaction agreements in favor of the holders of such securities as a result of the issuer’s failure to pay Distributions because of the Mandatory Trigger Provision or as a result of the issuer’s exercise of its right under an Optional Deferral

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Provision until Distributions have been deferred for one or more Distribution Periods that total together at least ten years.

“Market Disruption Event” means the occurrence or existence of any of the following events or sets of circumstances:

(a) trading in securities generally, or in the securities of the issuer (or any affiliate of the issuer that may issue securities in settlement of an Alternative Payment Mechanism) specifically, on The New York Stock Exchange or any other national securities exchange or over-the-counter market on which such securities are then listed or traded shall have been suspended or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or market by the Commission, by the relevant exchange or by any other regulatory body or governmental body having jurisdiction, and the establishment of such minimum prices materially disrupts or otherwise has a material adverse effect on trading in, or the issuance and sale of, such securities;

(b) the issuer (or an affiliate as specified in clause (a) of this defined term) would be required to obtain the consent or approval of its shareholders (or the shareholders of an affiliate as specified in said clause (a)) or a regulatory body (including, without limitation, any securities exchange) or governmental authority to issue APM Qualifying Securities or Qualifying Capital Securities and the issuer (or an affiliate as specified in said clause (a)) fails to obtain that consent or approval notwithstanding the commercially reasonable efforts of the issuer (or an affiliate as specified in said clause (a)) to obtain that consent or approval or a regulatory authority instructs the issuer (or an affiliate as specified in said clause (a)) not to sell or offer for sale such securities;

(c) a banking moratorium shall have been declared by the federal or state authorities of the United States and such moratorium materially disrupts or otherwise has a material adverse effect on trading in, or the issuance and sale of, APM Qualifying Securities;

(d) a material disruption shall have occurred in commercial banking or securities settlement or clearance services in the United States and such disruption materially disrupts or otherwise has a material adverse effect on trading in, or the issuance and sale of, APM Qualifying Securities;

(e) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States, there shall have been a declaration of a national emergency or war by the United States or there shall have occurred any other national or international calamity or crisis and such event materially disrupts or otherwise has a material adverse effect on trading in, or the issuance and sale of, APM Qualifying Securities;

(f) there shall have occurred such a material adverse change in general domestic or international economic, political or financial conditions, including without limitation as a result of terrorist activities, and such change materially disrupts or otherwise has a material adverse effect on trading in, or the issuance and sale of, APM Qualifying Securities;

(g) an event occurs and is continuing as a result of which the offering document for the offer and sale of the APM Qualifying Securities or Qualifying Capital Securities would, in the reasonable judgment of the issuer (or an affiliate as specified in clause (a) of this defined term), contain an untrue statement of a material fact or omit to state a

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material fact required to be stated in that offering document or necessary to make the statements in that offering document not misleading and either (i) the disclosure of that event at such time, in the reasonable judgment of the issuer (or an affiliate as specified in said clause (a)), would have a material adverse effect on the business of the issuer (or an affiliate as specified in said clause (a)) or (ii) the disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which would impede the ability of the issuer or any affiliate to consummate that transaction, provided that no single suspension period contemplated by this clause (g) shall exceed 90 consecutive days and multiple suspension periods contemplated by this clause (g) shall not exceed an aggregate of 180 days in any 360-day period; or

(h) the issuer (or an affiliate as specified in clause (a) of this defined term) reasonably believes, for reasons other than those referred to in paragraph (g) above, that the offering document for such offer and sale of APM Qualifying Securities would not be in compliance with a rule or regulation of the Commission and the issuer (or an affiliate as specified in said clause (a)) is unable to comply with such rule or regulation or such compliance is unduly burdensome, provided that no single suspension period contemplated by this clause (h) shall exceed 90 consecutive days and multiple suspension periods contemplated by this clause (h) shall not exceed an aggregate of 180 days in any 360-day period.

The definition of “Market Disruption Event” or similar words as used in any securities or combination of securities that constitute Replacement Capital Securities may include less than all of the numbered clauses specified above in this definition, as determined by the issuer thereof at the time of issuance of such securities and, in the case of numbered clauses (i), (ii), (iii) and (iv) in this definition, as applicable to a circumstance where the issuer would otherwise endeavor to issue preferred stock, shall be limited to circumstances affecting markets in which the issuer’s preferred stock trades or in which a listing for its trading is being sought.

“Market Value” means, on any date, the closing sale price per share of Common Stock (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions by The New York Stock Exchange or, if the Common Stock is not then listed on The New York Stock Exchange, as reported by the principal U.S. securities exchange on which the Common Stock is traded or quoted; if the Common Stock is not either listed or quoted on any U.S. securities exchange on the relevant date, the Market Value will be the average of the mid-point of the bid and ask prices for the Common Stock on the relevant date submitted by at least three nationally recognized independent investment banking firms selected by the Corporation for this purpose.

“Measurement Period” means, with respect to any redemption, purchase or defeasance of Notes, the period (i) beginning on the date that is 180 days prior to the date of delivery of notice of such redemption (such date of delivery, the “notice date”) or the date of such purchase or defeasance and (ii) ending on such notice date or the date of such purchase or defeasance. Measurement Periods cannot run concurrently.

“Most Junior Subordinated Debt” means debt securities of the Corporation that rank upon the Corporation’s liquidation, dissolution or winding-up junior to all of the Corporation’s other long-term indebtedness for money borrowed (other than the Corporation’s long-term indebtedness for money borrowed from time to time outstanding that by its terms ranks pari passu with such securities) and pari passu with the claims of the issuer’s trade creditors. As of the date hereof, the term “Most Junior Subordinated Debt” shall include the Notes.

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“ Non-Cumulative ” means, with respect to any securities, that the issuer thereof may elect not to make any number of periodic Distributions without any remedy arising under the terms of the securities or related transaction agreements in favor of the holders of such securities as a result of such issuer’s failure to pay Distributions, other than one or more Permitted Remedies. Securities that include an Alternative Payment Mechanism shall also be deemed to be Non-Cumulative for all purposes of this Replacement Capital Covenant except in the definition of “Non-Cumulative Preferred Stock.”

“ Non-Cumulative Preferred Stock ” means preferred or preference stock which is Non-Cumulative.

“Notes” has the meaning specified in Recital A, including any subsequent offerings of additional notes of the same series.

“NRSRO” means a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Securities Exchange Act.

“Optional Deferral Provision” means, as to any security or combination of securities, a provision in the terms thereof or of the related transaction agreements, to the effect that the issuer thereof may, in its sole discretion, defer in whole or in part payment of Distributions on such securities for one or more consecutive Distribution Periods of up to ten years without any remedy other than Permitted Remedies as a result of such issuer’s failure to pay Distributions.

“Permitted Remedies” means, as to any security or combination of securities, any one or more of (i) rights in favor of the holders thereof permitting such holders to elect one or more directors of the issuer or its direct or indirect parent company (including any such rights required by the listing requirements of any stock or securities exchange on which such securities may be listed or traded), (ii) complete or partial prohibitions on the issuer paying Distributions on or repurchasing Common Stock or other securities that rank pari passu with or junior as to Distributions to such securities for so long as Distributions on such securities, including deferred Distributions, have not been paid in full or to such lesser extent as may be specified in the terms of such securities or any related transaction agreements, and (iii) provisions obligating the issuer to cause such unpaid Distributions to be paid in full pursuant to an Alternative Payment Mechanism.

“Person” means any individual, corporation, partnership, joint venture, trust, limited liability company or other legal entity, unincorporated organization or government or any agency or political subdivision thereof.

“Preferred Cap” has the meaning specified in the definition of Alternative Payment Mechanism.

“Purchase Restriction” has the meaning specified in the definition of Alternative Payment Mechanism.

“Qualifying Capital Securities” means securities (other than Common Stock, Rights to acquire Common Stock, Mandatorily Convertible Preferred Stock and Debt Exchangeable for Equity) that rank pari passu with or junior to the Most Junior Subordinated Debt of the Corporation upon its liquidation, dissolution or winding up and, in the determination of the Board of Directors reasonably construing the definitions and other terms of this Replacement Capital Covenant, meet one of the following criteria:

(a) in connection with any redemption, defeasance or purchase of the Notes on or prior to the Stepdown Date:

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(i) securities issued by the Corporation or any of its Subsidiaries that (A) have no maturity or a maturity of at least 55 years and (B) either (1) are subject to an Explicit Replacement Covenant and are Non-Cumulative or (2) have a Mandatory Trigger Provision and an Optional Deferral Provision and are subject to Intent-Based Replacement Disclosure;

(ii) securities issued by the Corporation or any of its Subsidiaries that (A) have no maturity or a maturity of at least 35 years, (B) are subject to an Explicit Replacement Covenant, (C) have an Optional Deferral Provision and (D) have a Mandatory Trigger Provision;

(iii) securities issued by the Corporation or any of its Subsidiaries that (A) have no maturity or a maturity of at least 55 years, (B) are subject to an Explicit Replacement Covenant and (C) have an Optional Deferral Provision;

(iv) securities issued by the Corporation or any of its Subsidiaries that (A) have no maturity or a maturity of at least 55 years and (B) are subject to Intent-Based Replacement Disclosure and (C) are Non-Cumulative;

(v) securities issued by the Corporation or any of its Subsidiaries that (A) have no maturity or a maturity of at least 55 years, (B) have an Optional Deferral Provision and (C) have a Mandatory Trigger Provision;

(vi) securities issued by the Corporation or any of its Subsidiaries that (A) have no maturity or a maturity of at least 35 years, (B) are subject to an Explicit Replacement Covenant and (C) are Non-Cumulative;

(vii) securities issued by the Corporation or any of its Subsidiaries that (A) either (1) have no maturity or a maturity of at least 35 years and are subject to Intent-Based Replacement Disclosure or (2) have no maturity or a maturity of at least 25 years and are subject to an Explicit Replacement Covenant, (B) have an Optional Deferral Provision and (C) have a Mandatory Trigger Provision; or

(viii) any other preferred stock issued by the Corporation that (A) has no prepayment obligation on the part of the issuer thereof, whether at the election of the holders or otherwise, (B) has no maturity or a maturity of at least 55 years and (C) is subject to an Explicit Replacement Covenant; or

(b) in connection with any redemption, defeasance or purchase of the Notes after the Stepdown Date:

(i) all securities described under clause (a) of this definition;

(ii) securities issued by the Corporation or any of its Subsidiaries that (A) have no maturity or a maturity of at least 55 years, (B) are subject to Intent-Based Replacement Disclosure and (C) have an Optional Deferral Provision;

(iii) securities issued by the Corporation or any of its Subsidiaries that (A) have no maturity or a maturity of at least 35 years, (B) are subject to an Explicit Replacement Covenant and (C) have an Optional Deferral Provision;

(iv) securities issued by the Corporation or any of its Subsidiaries that (A) either (1) have no maturity or a maturity of at least 35 years and are subject to Intent-Based Replacement Disclosure or (2) have no maturity or a maturity of at

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least 25 years and are subject to an Explicit Replacement Covenant and (B) are Non-Cumulative;

(v) securities issued by the Corporation or any of its Subsidiaries that (A) have no maturity or a maturity of at least 25 years, (B) are subject to Intent-Based Replacement Disclosure, (C) have an Optional Deferral Provision and (D) have a Mandatory Trigger Provision; or

(vi) any other preferred stock issued by the Corporation that (A) has no prepayment obligation on the part of the issuer thereof, whether at the election of the holders or otherwise and (B) either (1) has no maturity or a maturity of at least 55 years and is subject to Intent-Based Replacement Disclosure or (2) has no maturity or a maturity of at least 35 years and is subject to an Explicit Replacement Covenant.

“Qualifying Preferred Stock” means Non-Cumulative Preferred Stock of the Corporation that (i) ranks pari passu with or junior to other preferred stock of the issuer, (ii) is perpetual with no prepayment obligation on the part of the issuer thereof, whether at the election of the holders or otherwise, and (iii) either (A) is subject to an Explicit Replacement Capital Covenant or (B) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the issuer thereof from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth in the terms of such securities or related transaction agreements.

“Qualifying Warrants” means net share settled warrants to purchase Common Stock that have an exercise price at the date the issuer agrees to issue such warrants that is greater than the current Market Value of the issuer’s Common Stock as of their date of issuance, and do not entitle the issuer to redeem such warrants for cash and the holders of such warrants are not entitled to require the issuer to repurchase such warrants for cash in any circumstance; provided that the issuer states in the prospectus or other offering or purchase document for any Qualifying Capital Securities that include an Alternative Payment Mechanism or Mandatory Trigger Provision its intention that any Qualifying Warrants issued in accordance with such Alternative Payment Mechanism or Mandatory Trigger Provision will have exercise prices at least 10% above the current Market Value of the issuer’s Common Stock on the date of issuance of such Qualifying Warrants.

“Redesignation Date” means, as to the then effective Covered Debt, the earliest of (i) the date that is two years prior to the final maturity date of such Covered Debt, (ii) if the issuer elects to redeem or defease, or the Corporation or a majority owned Subsidiary of the Corporation elects to purchase, such Covered Debt either in whole or in part with the consequence that after giving effect to such redemption, defeasance or purchase the outstanding principal amount of such Covered Debt is less than $100,000,000, the applicable redemption, defeasance or purchase date and (iii) if the then outstanding Covered Debt is not Eligible Subordinated Debt, the date on which the Corporation issues long-term indebtedness for money borrowed that is Eligible Subordinated Debt.

“Replacement Capital Covenant” has the meaning specified in the introduction to this instrument.

“Replacement Capital Securities” means (i) Common Stock and/or (ii) securities that constitute one or more of the following (as determined by the Board of Directors reasonably construing the definitions and other terms of this Replacement Capital Covenant:

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“Rights to acquire Common Stock” includes any right to acquire Common Stock, including any right to acquire Common Stock pursuant to a stock purchase plan or employee benefit plan. Rights to acquire Common Stock shall include Qualifying Warrants.

“ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“Share Cap” has the meaning specified in the definition of Alternative Payment Mechanism.

“Stepdown Date” means the date that is 50 years prior to the maturity date of the Notes, as such maturity date of the Notes is extended pursuant to the Third Supplemental and Amending Indenture.

“ Subsidiary ” means, at any time, any Person the shares of stock or other ownership interests of which having ordinary voting power to elect a majority of the board of directors or other managers of such Person are at the time owned, or the management or policies of which are otherwise at the time controlled, directly or indirectly through one or more intermediaries (including other Subsidiaries) or both, by another Person.

“Termination Date” has the meaning specified in Section 4(a)

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