UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

In the Matter of

Dominion Resources, Inc., a corporation, and
Consolidated Natural Gas Company, a corporation.

File No. 991-0244

AGREEMENT CONTAINING CONSENT ORDERS

The Federal Trade Commission ("Commission"), having initiated an investigation of the acquisition by Dominion Resources, Inc. ("Dominion") of 100 percent of the voting securities of Consolidated Natural Gas Company ("CNG"), and it now appearing that Dominion and CNG, hereinafter sometimes referred to as "Respondents," are willing to enter into this Agreement Containing Consent Orders ("Consent Agreement") to divest certain assets and providing for other relief:

IT IS HEREBY AGREED by and between Respondents, by their duly authorized officers and attorneys, and counsel for the Commission that:

1. Respondent Dominion is a corporation organized, existing and doing business under and by virtue of the laws of Virginia, with its office and principal place of business located at 120 Tredegar Street, Richmond, Virginia 23219.

2. Respondent CNG is a corporation organized, existing and doing business under and by virtue of the laws of Delaware, with its office and principal place of business located at 625 Liberty Avenue, CNG Tower, Pittsburgh, Pennsylvania 15222. CNG owns and operates, among other things, Virginia Natural Gas, Inc.

3. Respondents admit all the jurisdictional facts set forth in the draft of Complaint here attached.

4. Respondents waive:

a. any further procedural steps;

b. the requirement that the Commission's Order to Hold Separate and Decision & Order, here attached and made a part hereof, contain a statement of findings of fact and conclusions of law;

c. all rights to seek judicial review or otherwise to challenge or contest the validity of the Order to Hold Separate or Decision & Order entered pursuant to this Consent Agreement; and

d. any claim under the Equal Access to Justice Act.

5. Respondents shall submit within thirty (30) days of the date this Consent Agreement is signed by Respondents an initial report, pursuant to Commission Rule 2.33, 16 C.F.R.  2.33, signed by Respondents, setting forth in detail the manner in which Respondents have complied and will comply with the Order to Hold Separate and with Paragraph II. of the Decision & Order. Such report will not become part of the public record unless and until the accompanying Consent Agreement and Decision & Order are accepted by the Commission for public comment.

6. This Consent Agreement shall not become part of the public record of the proceeding unless and until it is accepted by the Commission. If this Consent Agreement is accepted by the Commission, it, together with the Complaint contemplated thereby, will be placed on the public record for a period of thirty (30) days and information in respect thereto publicly released. The Commission thereafter may either withdraw its acceptance of this Consent Agreement and so notify Respondents, in which event it will take such action as it may consider appropriate, or amend its Complaint as the circumstances may require and issue its Decision & Order, in disposition of the proceeding.

7. This Consent Agreement is for settlement purposes only and does not constitute an admission by Respondents that the law has been violated as alleged in the draft Complaint here attached, or that the facts as alleged in the draft Complaint, other than jurisdictional facts, are true.

8. Because there may be interim competitive harm, and divestiture or other relief resulting from a proceeding challenging the legality of the proposed acquisition might not be possible, or might be less than an effective remedy, the Commission may issue an Order to Hold Separate in this matter.

9. Respondents have read the Order to Hold Separate contemplated hereby. Respondents agree to comply with the terms of the attached Order to Hold Separate from the date the Order to Hold Separate is served on Respondents. The Order to Hold Separate shall become final upon service. Delivery of this Order to Hold Separate by any means specified in Commission Rule 4.4(a), 16 C.F.R.  4.4(a), shall constitute service. The Respondents waive any right they might have to any other manner of service. When final, this Order to Hold Separate shall have the same force and effect and may be altered, modified or set aside in the same manner and within the same time provided by statute for other orders. Respondents may be liable for civil penalties in the amount provided by law for each violation of this Order to Hold Separate after it becomes final.

10. This Consent Agreement contemplates that, if it is accepted by the Commission, the Commission may (1) issue its Complaint corresponding in form and substance with the draft Complaint here attached, and its Order to Hold Separate, and (2) make information public with respect thereto. If such acceptance is not subsequently withdrawn by the Commission pursuant to the provisions of Commission Rule 2.34, 16 C.F.R.  2.34, the Commission may, without further notice to Respondents, issue the attached Decision & Order containing an order to divest in disposition of the proceeding. When so entered, the Decision & Order shall have the same force and effect, and may be altered, modified or set aside in the same manner and within the same time provided by statute for other orders. The Decision & Order shall become final upon service. Delivery of the Complaint and the Decision & Order by any means specified in Commission Rule 4.4(a), 16 C.F.R.  4.4(a), shall constitute service. Respondents waive any right they may have to any other manner of service. The Complaint may be used in construing the terms of the Decision & Order, and no agreement, understanding, representation, or interpretation not contained in the Decision & Order or the Consent Agreement may be used to vary or contradict the terms of the Decision & Order.

11. By signing this Consent Agreement, Respondents represent that they can accomplish the full relief contemplated by the attached Order to Hold Separate and Decision & Order.

12. Respondents have read the Complaint and Decision & Order contemplated hereby. Respondents understand that once the Decision & Order has been issued, they will be required to file one or more compliance reports showing that they have fully complied with the Decision & Order. Respondents agree to comply with the terms of the Decision & Order from the date they sign this Consent Agreement. Respondents further understand that they may be liable for civil penalties in the amount provided by law for each violation of the Decision & Order after it becomes final.

13. If the Commission accepts the Consent Agreement for public comment, it will excuse Respondents from their obligations to comply with all outstanding information requests and terminate the waiting period established by Section 7A of the Clayton Act, 15 U.S.C.  18a.

Signed this _______ day of ___________, 1999.

Dominion Resources, Inc.

By: _________________________
James F. Stutts
Vice-President and General Counsel
Dominion Resources, Inc.

By:__________________________
Howard Feller
McGuire, Woods, Battle & Boothe LLP
Counsel For Dominion Resources, Inc.
Consolidated Natural Gas Company

By: __________________________
Stephen E. Williams
Senior Vice-President and General Counsel
Consolidated Natural Gas Company

By: ___________________________
Stephen Paul Mahinka
Morgan, Lewis & Bockius LLP
Counsel for Consolidated Natural Gas Company

FEDERAL TRADE COMMISSION

Michael R. Moiseyev
Norman A. Armstrong
Attorneys

By:__________________________
Michael R. Moiseyev

APPROVED:

______________________________
Ann Malester
Assistant Director

______________________________
Richard G. Parker
Director
Bureau of Competition

UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

COMMISSIONERS:
Robert Pitofsky, Chairman
Sheila F. Anthony
Mozelle W. Thompson
Orson Swindle

In the Matter of

Dominion Resources, Inc., a corporation, and Consolidated Natural Gas Company, a corporation.

Docket No.

DECISION AND ORDER

The Federal Trade Commission having initiated an investigation of the proposed acquisition by Respondent Dominion Resources, Inc. ("Dominion") of 100 percent of the voting securities of Respondent Consolidated Natural Gas Company ("CNG"), and Respondents having been furnished thereafter with a copy of a draft of Complaint that the Bureau of Competition presented to the Commission for its consideration and which, if issued by the Commission, would charge Respondents with violations of Section 7 of the Clayton Act, as amended, 15 U.S.C.  18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C.  45; and

Respondents, their attorneys, and counsel for the Commission having thereafter executed an Agreement Containing Consent Orders ("Consent Agreement"), containing an admission by Respondents of all the jurisdictional facts set forth in the aforesaid draft of Complaint, a statement that the signing of said Consent Agreement is for settlement purposes only and does not constitute an admission by Respondents that the law has been violated as alleged in such Complaint, or that the facts as alleged in such Complaint, other than jurisdictional facts, are true, and waivers and other provisions as required by the Commission's Rules; and

The Commission having thereafter considered the matter and having determined that it had reason to believe that Respondents have violated the said Acts, and that a Complaint should issue stating its charges in that respect, and having thereupon issued its Complaint and an Order to Hold Separate, and having accepted the executed Consent Agreement and placed such Consent Agreement on the public record for a period of thirty (30) days for the receipt and consideration of public comments, now in further conformity with the procedure described in Commission Rule 2.34, 16 C.F.R.  2.34, the Commission hereby makes the following jurisdictional findings and issues the following Order:

1. Respondent Dominion is a corporation organized, existing and doing business under and by virtue of the laws of Virginia, with its office and principal place of business located at 120 Tredegar Street, Richmond, Virginia 23219.

2. Respondent CNG is a corporation organized, existing and doing business under and by virtue of the laws of Delaware, with its office and principal place of business located at 625 Liberty Avenue, CNG Tower, Pittsburgh, Pennsylvania 15222.

3. The Federal Trade Commission has jurisdiction of the subject matter of this proceeding and of Respondents, and the proceeding is in the public interest.

ORDER

I.

IT IS ORDERED that, as used in this order, the following definitions shall apply:

A. "Dominion" means Dominion Resources, Inc., its directors, officers, employees, agents, representatives, successors, and assigns; its subsidiaries, divisions, groups, and affiliates controlled by Dominion, and the respective directors, officers, employees, agents, representatives, successors, and assigns of each.

B. "CNG" means Consolidated Natural Gas Company its directors, officers, employees, agents, representatives, successors, and assigns; its subsidiaries, divisions, groups, and affiliates controlled by CNG, and the respective directors, officers, employees, agents, representatives, successors, and assigns of each.

C. "Respondents" means Dominion and CNG, individually and collectively.

D. "Commission" means the Federal Trade Commission.

E. "Virginia Natural Gas" or "VNG" means Virginia Natural Gas, Inc., the subsidiary of CNG that provides local gas distribution service within the Commonwealth of Virginia, including, but not limited to, the following assets used in any of VNG's businesses:

1. all assets, properties, business and goodwill, tangible and intangible, including the intrastate pipeline that connects VNG's service facility to the interstate pipeline facility of CNG;

2. machinery, fixtures, equipment, vehicles, transportation facilities, furniture, tools and other tangible personal property;

3. all customer lists, vendor lists, catalogs, sales promotion literature, advertising materials, research materials, technical information, management information systems, software, inventions, trade secrets, intellectual property, patents, technology, know-how, specifications, designs, drawings, processes and quality control data;

4. inventory and storage capacity;

5. all rights, titles and interests in and to owned or leased real property, together with appurtenances, licenses and permits;

6. all rights, titles and interests in and to the contracts entered into in the ordinary course of business with customers (together with associated bid and performance bonds), suppliers, sales representatives, distributors, agents, personal property lessors, personal property lessees, licensors, licensees, consignors and consignees;

7. all rights under warranties and guarantees, express or implied;

8. all books, records, and files; and

9. all items of prepaid expense.

F. "Acquisition" means the proposed acquisition of 100 percent of the voting securities of Consolidated Natural Gas Company by Dominion pursuant to the Agreement and Plan of Merger dated March 31, 1999, as amended May 11, 1999.

G. "VSCC Stipulation" means the Stipulation entered into by and between the staff of the State Corporation Commission of the Commonwealth of Virginia, Dominion, and CNG in State Corporation Case No. PUA990020, attached hereto as Appendix I.

H. "Material Confidential Information" means competitively sensitive or proprietary information not independently known to an entity from sources other than the entity to which the information pertains, and includes, but is not limited to, all customer lists, marketing methods, technologies, processes, or other trade secrets.

I. "Hold Separate Period" means the time period during which the Order to Hold Separate is in effect.

II.

IT IS FURTHER ORDERED that:

A. Respondents shall divest VNG at no minimum price, absolutely and in good faith, within the time period set forth in Paragraphs 1 and 3 of the VSCC Stipulation; provided, however, that if Respondents divest VNG pursuant to Paragraph 3 of the VSCC Stipulation, no holder of Dominion stock shall be permitted to acquire five percent (5%) or more of the voting stock of VNG.

B. If Respondents divest VNG pursuant to Paragraph 1 of the VSCC Stipulation, Respondents shall divest VNG only to an acquirer that receives the prior approval of the Commission and only in a manner that receives the prior approval of the Commission. The purpose of the divestiture of VNG is to ensure the continued use of VNG in the same business in which VNG is engaged at the time of the Acquisition, and to remedy the lessening of competition resulting from the Acquisition as alleged in the Commission's complaint.

C. Pending divestiture of VNG, Respondents shall take such actions as are necessary to maintain the viability and marketability of VNG and to prevent the destruction, removal, wasting, deterioration, or impairment of any of VNG's assets, except for ordinary wear and tear.

D. No later than the time of the execution of a purchase agreement between Respondents and a proposed acquirer of VNG, Respondents shall provide the proposed acquirer with a complete list of all non-clerical, salaried employees of VNG at any time from January 1, 1999 until the date of the purchase agreement.

E. Respondents shall provide the proposed acquirer with an opportunity to inspect the personnel files and other documentation relating to individuals identified in Paragraph II. D. of this order to the extent permissible under applicable laws, at the request of the proposed acquirer any time after the execution of the purchase agreement.

F. Respondents shall provide to all VNG employees during the Hold Separate Period a continuation of all employee benefits currently offered to such employees.

III.

IT IS FURTHER ORDERED that within thirty (30) days after the date this order becomes final and every thirty (30) days thereafter until Respondents have fully complied with the provisions of Paragraph II. of this order, Respondents shall submit to the Commission a verified written report setting forth in detail the manner and form in which they intend to comply, are complying, and have complied with Paragraph II. of this order and with the Order to Hold Separate. Respondents shall include in their compliance reports, among other things that are required from time to time, a full description of the efforts being made to comply with Paragraph II. of the order, including a description of all substantive contacts or negotiations for the divestiture and the identity of all parties contacted. Respondents shall include in their compliance reports copies of all written communications to and from such parties, all internal memoranda, and all reports and recommendations concerning divestiture. The final compliance report required by this Paragraph III. shall include a statement that the divestiture has been accomplished in the manner approved by the Commission and shall include the date the divestiture was accomplished.

IV.

IT IS FURTHER ORDERED that Respondents shall notify the Commission at least thirty (30) days prior to any proposed change in the corporate Respondents such as dissolution, assignment, sale resulting in the emergence of a successor corporation, or the creation or dissolution of subsidiaries or any other change in the corporations that may affect compliance obligations arising out of this order.

V.

IT IS FURTHER ORDERED that for the purposes of determining or securing compliance with this order, and subject to any legally recognized privilege, and upon written request with reasonable notice to Respondents made to their principal office, Respondents shall permit any duly authorized representatives of the Commission:

A. Access, during office hours of Respondents and in the presence of counsel, to all facilities, and access to inspect and copy all books, ledgers, accounts, correspondence, memoranda, and all other records and documents in the possession or under the control of the Respondents relating to compliance with this order; and

B. Upon five (5) days' notice to Respondents and without restraint or interference from Respondent, to interview officers, directors, or employees of Respondents, who may have counsel present, regarding such matters.

VI.

IT IS FURTHER ORDERED that this order shall terminate after the divestiture required in Paragraph II. A. of this order has been accomplished.

By the Commission.

Donald S. Clark
Secretary

SEAL

ISSUED: