Common use of Agreements to Sell and Purchase Clause in Contracts

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 Additional Shares at the Purchase Price. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than thirty (30) days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company Each Selling Shareholder, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, hereby agrees agrees, severally and not jointly, to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $13.89 a share (the Company “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Shares to be sold by such Selling Shareholder as the number of Shares set forth in Schedule I II hereto opposite its the name at U.S. $39.525 a share (of such Underwriter bears to the "Purchase Price")total number of Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each Selling Shareholder, hereby agrees, severally and not jointly, as and to the Company agrees extent indicated in Schedule I hereto, to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 an aggregate of 1,650,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If the Representatives, The Representatives may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, the Representatives shall so notify the Company time in writing part by giving written notice not later than thirty (30) 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date nor closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon Upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, Sprint hereby agrees to sell to the several Underwriters, and each Underwriter, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name Sprint at U.S. $39.525 a share $ per Corporate Unit (the "Purchase Price")) the number of Firm Corporate Units set forth in Schedule II hereto opposite the name of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Sprint agrees to sell to the Underwriters the Additional SharesCorporate Units, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 9,000,000,000 Additional Shares Corporate Units at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company Sprint in writing at least three business days in advance of the Option Closing Date and not later than thirty (30) 30 days after the date of this Agreement, which notice shall be irrevocable and shall specify the number of Additional Shares Corporate Units to be purchased by the Underwriters and the date on which such shares Additional Corporate Units are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares Corporate Units may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesCorporate Units. If any Additional Shares Corporate Units are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from Sprint, the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) Corporate Units that bears approximately the same proportion to the total number of Additional Shares Corporate Units to be purchased as the number of Firm Shares Corporate Units set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm SharesCorporate Units. The Company hereby agrees that, without the prior written consent of any two of X.X. Xxxxxx Securities Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and UBS Warburg LLC on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of any series of PCS Common Stock of the Company or any securities convertible into or exercisable or exchangeable for shares of any series of PCS Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the PCS Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of PCS Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunderissuance and sale of PCS Common Stock in the offering being conducted concurrently with this offering, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option any transaction pursuant to any employee or warrant or the conversion of a security outstanding director benefit plan in effect on the date hereof of which the Underwriters have been advised in writingProspectus or the registration of any such transaction, (C) the issuance or grant issuances of PCS Common Stock upon conversion of outstanding shares of Common Preferred Stock -- Seventh Series, Convertible, or options or rights upon exercise of outstanding warrants to purchase shares PCS Common Stock, (D) issuances of PCS Common Stock pursuant to benefit and compensation plansSprint's rights plan in effect on the date of the Prospectus, (DE) the issuance or grant issuances of shares of PCS Common Stock or options securities convertible into or rights exchangeable for PCS Common Stock in connection with acquisitions, or mergers or in connection with strategic or other significant investments; provided that in each case set forth in this clause (E) the recipient of such PCS Common Stock or securities convertible into or exchangeable for PCS Common Stock agrees to purchase shares be bound for any remaining portion of such 90 day period on the above terms (except that recipients of PCS Common Stock or securities convertible into or exchangeable for PCS Common Stock in connection with the Company's Dominion Direct Investment Planacquisition by Sprint of a company whose shares are publicly traded need not so agree), (F) registrations of PCS Common Stock for, or issuances of PCS Common Stock to, Comcast Corporation, Xxx Communications, Inc. and Liberty PCS Trust or any affiliate upon any exercise of their equity purchase rights or registration rights, (EG) agreements issuances, or arrangements in connection with acquisition transactions involving the issuance or sale registrations, of shares of PCS Common Stock or relating which are issuable to optionsFrance Telecom ("FT"), rights, warrants Deutsche Telekom AG or any securities convertible into affiliate ("DT") or exercisable or exchangeable for third parties in respect of the shares of Sprint's Class A Common Stock and PCS Common Stock, where the acquisition transactions are consummated more than 90 days after Series 3 held by FT and DT as of the date of this Agreement, (H) issuances of Equity Units, Corporate Units, Purchase Contracts or Purchase Contract Shares to be sold hereunder or (I) issuances of treasury units (as defined in the Prospectus) or Corporate Units to be created or recreated upon substitution of pledged securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 [ ] a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 [ ] Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which and as described in the Underwriters have been advised in writing, Prospectus or (C) the issuance or grant by the Company of any shares of Common Stock or options or rights to purchase shares employees of Common Stock the Company after the date hereof pursuant to benefit the Company's equity incentive plans as described in the Prospectus and compensation plans, (D) the issuance or grant by the Company of shares of Common Stock or options or rights to purchase shares upon the exercise of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to any such options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto opposite its name at U.S. $39.525 a share US$[●] per American Depositary Share (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 2,500,000 Additional Shares in the form of 500,000 ADSs at the Purchase Price. If the Representatives, The Representatives may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, the Representatives shall so notify the Company time in writing part by giving written notice not later than thirty (30) 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least two business days after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 28.20 a share (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 391,304 Additional Shares at the Purchase Price. If the Representatives, You may exercise this right on behalf of the UnderwritersUnderwriters in whole or, elect from time to exercise such optiontime, the Representatives shall so notify the Company in writing part by giving written notice not later than thirty (30) 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares4 hereof. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 ______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 375,000 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Morgxx Xxxnxxx xx behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writinghereof, (C) the issuance or grant of options to purchase Common Stock pursuant to the Company's 1997 Stock Plan, 1999 Stock Incentive Plan or 1999 Directors Option Plan, and the shares of Common Stock or options or rights to purchase issuable upon exercise thereof and (D) the issuance by the Company of shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, 1999 Employee Stock Purchase Plan and (E) agreements warrants issued pursuant to lender or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectusequipment lease lines.

Agreements to Sell and Purchase. The Company hereby agrees to sell ------------------------------- to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $___________ a share (the respective numbers "Purchase Price") the number of Firm Shares set forth in Schedule I hereto opposite its the name at U.S. $39.525 a share (the "Purchase Price")of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 ____________________ Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on upon which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 (180) days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, writing or (C) the issuance or grant by the Company of shares Shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to under the employee benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock plans described in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company Partnership hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Partnership the respective numbers number of Firm Shares Units set forth in Schedule I hereto opposite its name name, at U.S. $39.525 19.53 a share Unit (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Partnership agrees to sell to the Underwriters the Additional SharesUnits, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 1,281,000 Additional Shares Units at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company Partnership in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares Units to be purchased by the Underwriters and the date on which such shares Units are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares Units may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm SharesUnits. If any Additional Shares Units are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares Units (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares Units to be purchased as the number of Firm Shares Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SharesUnits. The Company Each of the Partnership, the Managing General Partner and the Special General Partner hereby agrees that, without the prior written consent of Morxxx Xxaxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.18

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 a 16.826 per share (the "“Purchase Price"”). In addition, in connection with the sale of the Firm Shares, the Investment Adviser agrees to pay to KBW, for the account of the Underwriters, $0.17 per share (which represents underwriting discounts and commissions payable by the Investment Adviser) (the “Adviser Sales Load Payment”) with respect to the Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, Shares and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 the Additional Shares Shares, at the Purchase Price. If the Representatives, The Representative may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, the Representatives shall so notify time in part by giving written notice to the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date nor closing date for the Firm Shares and not later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each Option Closing Date (as defined below), if any, that Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In addition, in connection with the sale of any Additional Shares, the Investment Adviser agrees to make the per share Adviser Sales Load Payment with respect to such Additional Shares. The Company hereby agrees that, without the prior written consent of the RepresentativesRepresentative on behalf of the Underwriters, it will not not, during the period ending 90 30 days after the date of the Prospectus, (i1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, Stock whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply , or (3) file any registration statement with the Commission relating to (A) the Shares to be sold hereunder, (B) the issuance by the Company offering of shares of any Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares Common Stock other than a post-effective amendment to the Company’s shelf registration statement on Form N-2 to update the financial information included therein. The agreements contained in this paragraph shall not apply to (a) the Shares to be sold hereunder, or (b) any issuance of Common Stock, where Stock pursuant to the acquisition transactions are consummated more than 90 days after the date of the ProspectusCompany’s dividend reinvestment plan.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth opposite such Underwriter’s name in Schedule I hereto opposite its name at U.S. $39.525 a price of US$314.44 a share (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 285,000 Additional Shares at the Purchase Price. If the Representatives, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, the Representatives shall so notify time in part by giving written notice to the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Additional Shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV hereof 4 solely for the purpose of covering over-allotments made sales of securities in connection with excess of the offering number of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares Shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 51.30 a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 495,000 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Additional Shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities shares convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securitiesShares, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Shares to be sold hereunderunder this Agreement, (B) the issuance by the Company of any shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, or (C) the issuance or grant grants of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and the terms of any employee stock option plan, directors' stock option plan, deferred compensation plansplan, (D) the issuance employee stock purchase plan or grant of shares of Common Stock or options or rights to purchase shares of Common Stock dividend reinvestment plan in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after effect on the date of the Prospectushereof.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 [ ] a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 [900,000] Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to to: (A) the Shares to be sold hereunder, ; (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, ; (C) the issuance or grant of shares of Common Stock or options or rights an option to purchase shares of Common Stock pursuant under the stock plans described in the Prospectus, provided, however, that (1) prior to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days recipient of such shares executes and delivers to you on or prior to the date of such issuance a "lock-up" agreement in the form of Exhibit A-2 hereto and (2) the instrument governing any such option states that the Company shall not issue any of the shares of Common Stock underlying such option prior to the 180th day after the date of the ProspectusProspectus unless the holder of such option executes and delivers to you on or prior to the date of such issuance a "lock- up" agreement in the form of Exhibit A-2 hereto or (D) [250,000] shares of Common Stock to be issued to Xxxxxxxx Communications in a private placement on the Closing Date, as defined below.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 ______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 _______________ Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option stock options or warrant or the conversion of a security warrants outstanding on the date hereof and described as such in the Prospectus, or any other issuances of which Common Stock hereafter under the Underwriters have been advised option or equity incentive plans described in writingthe Prospectus, or (C) the issuance or grant of shares by the Company of Common Stock or options or rights to under the employee stock purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock plan described in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 ______ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 1,275,000 Additional Shares at the Purchase Price. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writingwriting , (C) the issuance or grant of options to purchase Common Stock or the issuance of restricted stock to employees or consultants of the Company or (D) the issuance of any shares of Common Stock or options right to acquire shares of capital stock of the Company; provided that, in the case of clauses (C) and (D), (x) any such option or rights right to purchase acquire shares of capital stock shall not be exercisable prior to the expiration of the 180 day period (and the Company agrees not to accelerate the exercisability thereof) or the recipient thereof shall have executed a "lock-up" agreement substantially in the form of Exhibit A hereto, (y) any such shares of restricted stock shall have restrictions attached thereto substantially to the effect of the "lock-up" agreement attached as Exhibit A hereto or the recipient thereof shall have executed a "lock-up" agreement substantially in the form of Exhibit A hereto and (z) the recipient of any shares of Common Stock pursuant to benefit and compensation plans, (D) shall have executed a "lock-up" agreement substantially in the issuance or grant form of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the ProspectusExhibit A hereto.

Agreements to Sell and Purchase. The Company Selling Shareholder hereby agrees to sell or procure to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Selling Shareholder 44,173,484 Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 a share $ per Share or $ per American Depositary Share (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Innolux agrees to sell or procure to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 6,626,022 Additional Shares at the Purchase Price. If the Representatives, The Representatives may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, the Representatives shall so notify the Company time in writing part by giving written notice not later than thirty (30) 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[_____] a share (the Company "PURCHASE PRICE") the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at U.S. $39.525 a share (of such Underwriter bears to the "Purchase Price")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company each Seller agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 [__________] Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased purchased, as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm SharesShares to be purchased. The Company Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause clauses (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) any securities issued, granted or exercised under the issuance Company's employee benefit plans, or grant of (D) transactions by any person other than the Company relating to shares of Common Stock or options or rights to purchase shares other securities acquired in open market transactions after the completion of Common Stock pursuant to benefit and compensation plansthe offering of the Shares. In addition, (D) each Selling Shareholder, agrees that, without the issuance or grant prior written consent of shares Xxxxxx Xxxxxxx & Co. Incorporated on behalf of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment PlanUnderwriters, and (E) agreements or arrangements in connection with acquisition transactions involving it will not, during the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its the Underwriter's name at U.S. $39.525 ______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 _______________ Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Morgxx Xxxnxxx xx behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, writing or (C) the issuance any options granted under any Company stock option plan or grant of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with issued under the Company's Dominion Direct Investment Employee Stock Purchase Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon Upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, each of the Company and the Selling Stockholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name Selling Stockholder at U.S. $39.525 23.8875 a share (the "Purchase Price")) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule II hereto opposite the name of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each of the Company and the Selling Stockholder, severally and not jointly, agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 from each of the Company and the Selling Stockholder, 3,065,217 and 7,434,782 Additional Shares Shares, respectively, at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify each of the Company and the Selling Stockholder in writing at least three business days in advance of the Option Closing Date and not later than thirty (30) 30 days after the date of this Agreement, which notice shall be irrevocable and shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Additional Shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from each of the Company and the Selling Stockholder, the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Each of the Company and the Selling Stockholder, severally and not jointly, hereby agrees that, without the prior written consent of any two of X.X. Xxxxxx Securities Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and UBS Warburg LLC on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of any series of PCS Common Stock of the Company or any securities convertible into or exercisable or exchangeable for shares of any series of PCS Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the PCS Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of PCS Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option any transaction pursuant to any employee or warrant or the conversion of a security outstanding director benefit plan in effect on the date hereof of which the Underwriters have been advised in writingProspectus or the registration of any such transaction, (C) the issuance or grant issuances of PCS Common Stock upon conversion of outstanding shares of Common Preferred Stock -- Seventh Series, Convertible, or options or rights upon exercise of outstanding warrants to purchase shares PCS Common Stock, (D) issuances of PCS Common Stock pursuant to benefit and compensation plansthe Company rights plan in effect on the date of the Prospectus, (DE) the issuance or grant issuances of shares of PCS Common Stock or options securities convertible into or rights exchangeable for PCS Common Stock in connection with acquisitions, or mergers or in connection with strategic or other significant investments; provided that in each case set forth in this clause (E) the recipient of such PCS Common Stock or securities convertible into or exchangeable for PCS Common Stock agrees to purchase shares be bound for any remaining portion of such 90 day period on the above terms (except that recipients of PCS Common Stock or securities convertible into or exchangeable for PCS Common Stock in connection with the Company's Dominion Direct Investment Planacquisition by the Company of a company whose shares are publicly traded need not so agree), (F) registrations of PCS Common Stock for, or issuances of PCS Common Stock to, Comcast Corporation, Xxx Communications, Inc. and Liberty PCS Trust or any affiliate upon any exercise of their equity purchase rights or registration rights, (EG) agreements issuances, or arrangements in connection with acquisition transactions involving the issuance or sale registrations, of shares of PCS Common Stock or relating which are issuable to optionsFrance Telecom ("FT"), rights, warrants Deutsche Telekom AG or any securities convertible into affiliate ("DT") or exercisable or exchangeable for third parties in respect of the shares of the Company's Class A Common Stock and PCS Common Stock, where the acquisition transactions are consummated more than 90 days after Series 3 held by FT and DT as of the date of this Agreement, (H) the issuance of equity units, corporate units, purchase contracts or purchase contract shares (as defined in the Prospectus) in the offering being conducted concurrently with this offering, (I) treasury units or corporate units (as defined in the Prospectus) to be created or recreated upon substitution of pledged securities or (J) transfers by the Selling Stockholder of PCS Common Stock to one or a limited number of special purpose vehicles or other financial intermediaries or financial institutions pursuant to Section 5(a)(ii)(B) of the Offering Process Agreement among FT, DT, the Selling Stockholder and Sprint, dated as of February 20, 2001, provided any such entity agrees to be bound for any remaining portion of such 90 day period on the above terms.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 ______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 _______________ Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.be

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule Schedules I and II hereto opposite its name names at U.S. $39.525 U.S.$_____ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 525,000 Additional Shares at the Purchase Price. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule Schedules I and II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $______ a share (the Company "Purchase Price") the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I hereto opposite its the name at U.S. $39.525 a share (of such Underwriter bears to the "Purchase Price")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 310,500 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 6 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Each Seller hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lendloan, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any securities are now owned by the Seller or are hereafter acquired) or (ii) enter into any swap or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, hereunder or (B) the issuance by the Company of shares of to Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing. In addition, (C) each Selling Shareholder, agrees that, without the issuance or grant prior written consent of shares Morgxx Xxxnxxx & Xo. Incorporated on behalf of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plansthe Underwriters, (D) it will not, during the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. The On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, Underwriter agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 24.345 a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 210,000 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 30 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock unless such securities are not convertible into or exercisable or exchangeable for Common Stock within such 30-day period or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion or redemption of a security outstanding on the date hereof of which exercise, conversion or redemption the Underwriters have been advised in writing, (C) the offering or issuance or grant of shares of Common Stock or the granting of options or rights to purchase shares of Common Stock pursuant to the Company's employee and director benefit and compensation plans, plans or (D) the issuance or grant of shares additional partnership units of Common Stock or options or rights to purchase shares of Common Stock the The Macerich Partnership, L.P. in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale acquisitions of shares of properties provided that such units are not convertible into Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectusduring such 30-day period.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 ______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 705,000 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which as disclosed in the Underwriters have been advised in writing, Prospectus or (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) that are not exercisable during the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than period ending 90 days after the date of the ProspectusProspectus pursuant to option plans existing on the date hereof, as any such plan may be amended after the date hereof.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 ______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 _______________ Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, or (C) the issuance or grant by the Company of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plansStock, (D) or the direct issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with by the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares Company of Common Stock, where the acquisition transactions that are consummated more than 90 days after the date of made pursuant to a stock option or other employee compensation plan described in the Prospectus, provided that the person acquiring such options or Common Stock agrees in writing to the restriction set forth in the foregoing sentence.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $_____ a share (the respective numbers "Purchase Price") the number of Firm Shares set forth in Schedule I hereto opposite its the name at U.S. $39.525 a share (the "Purchase Price")of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 300,000 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, lend, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.of

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell 5,400,000 Shares to the several UnderwritersUnderwriters at a price of $2.867 per share (the “Purchase Price”), and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from the Company at the respective numbers Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Manager may determine) set forth opposite the name of such Underwriter set forth in Schedule I hereto opposite its name hereto. Moreover, the Company hereby agrees to issue and sell up to 810,000 Additional Shares to the Underwriters at U.S. $39.525 a share (the "Purchase Price"). On , and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right (but not the obligation) to purchase, severally and not jointly, up to 975,000 the Additional Shares at the Purchase Price. If the Representatives, The Manager may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, the Representatives shall so notify the Company time in writing part (but not more than once) by giving written notice not later than thirty (30) 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such The purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date nor closing date for the Firm Shares or later than ten 10 business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On the day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives Manager may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on the Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 [___] a share (the "Purchase PURCHASE Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 4,425,000 Additional Shares in the aggregate at the Purchase Price. If the Representatives, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to time in part by giving written notice of each election to exercise such option, the Representatives shall so notify the Company in writing option not later than thirty (30) 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the RepresentativesManagers on behalf of the Underwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (ii) file any registration statement with the Commission relating to the offering of the Company any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (iiiii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares issued in connection with the consummation of Common Stock pursuant to benefit and compensation plansthe transactions described under the heading "Internal Restructuring" in the Prospectus (the "INTERNAL RESTRUCTURING"), (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment PlanShare Distribution, and (E) agreements grants, issuances or arrangements in connection with acquisition transactions involving exercises under any existing employee benefit plans, (F) the issuance or sale filing of a registration statement on Form S-8 relating to shares of Common Stock issued under any existing employee benefit plans and/or the resale of shares of Common Stock issued to members of management pursuant to the Internal Restructuring or relating (G) the issuance of Common Stock in connection with the acquisition of, or joint venture with, another company; provided that in the case of any transfer, distribution or issuance pursuant to optionsclause (G), rights(i) each recipient shall sign and deliver a lock-up letter substantially in the form of Exhibit A hereto and (ii) the Company and such transferee shall not be required to, warrants or any securities convertible into or exercisable or exchangeable for and shall not voluntarily, file a report under the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, where Stock during the acquisition transactions are consummated more than 90 days after restricted period referred to in the date preceding paragraph.. The Company also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the Prospectusundersigned's shares of Common Stock except in compliance with the foregoing restrictions.

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell the Firm Shares to the several Underwriters, and each UnderwriterUnderwriters and, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained, but contained and subject to all the terms and conditions hereinafter statedset forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company at a purchase price of $[___] per Share (the respective numbers “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name at U.S. $39.525 a share (the "Purchase Price")hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the The Company hereby also agrees to sell to the Underwriters Underwriters, and, upon the Additional Sharesbasis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have a one-time the right for 30 days from the date of the Prospectus to purchase, severally and not jointly, purchase from the Company up to 975,000 225,000 Additional Shares at the Purchase Pricepurchase price per Share for the Firm Shares. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than thirty (30) days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than ten business days after the date of such notice. The Additional Shares may be purchased as provided in Section IV hereof solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to eliminate avoid fractional shares as the Representatives may determineshares) that bears approximately the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated but no more than 90 days after the date of the Prospectusonce.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 a share US$[●] American Depositary Share (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 2,880,000 Additional Shares in the form of 1,440,000 American Depositary Shares at the Purchase Price. If the Representatives, The Representatives may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, the Representatives shall so notify the Company time in writing part by giving written notice not later than thirty (30) 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least two business days after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its the Underwriter's name at U.S. $39.525 ______ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 ______ Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of any securities, including, without limitation, shares of Common Stock and options issued, granted or options or rights to purchase shares of Common Stock exercised pursuant to any of the Company's employee benefit plans described in the Prospectus (including, without limitation, the Company's 1998 Incentive Compensation Plan, 1999 Incentive Compensation Plan and compensation plans, 1999 Employee Stock Purchase Plan) or (D) the issuance or grant by the Company of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with a merger or acquisition by the Company's Dominion Direct Investment Plan, and if (Ei) agreements or arrangements the holder(s) of such shares of Common Stock execute(s) a lock- up agreement substantially in connection with acquisition transactions involving the issuance or sale form attached hereto as Exhibit A, (ii) the aggregate number of shares of Common Stock issued under this clause (D) for a particular merger or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for acquisition does not exceed 1,000,000 shares of Common Stock and (iii) the aggregate number of all shares of Common Stock issued under this clause (D) does not exceed 4,000,000 shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 [.] a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 [.] Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, ; (B) the issuance by the Company of shares of Common Stock as described in the Prospectus or upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, ; (C) the issuance or grant of purchase rights, shares of Common Stock or the grant of options or rights to purchase shares of Common Stock pursuant to benefit the 2000 Stock Plan, the 2000 Director Option Plan or the 2000 Employee Stock Purchase Plan; and compensation plans, (D) the issuance or grant of shares of Common the Series G Preferred Stock or options or rights to purchase shares of Common The Xxxx Disney Corporation and the Series H Preferred Stock to At Home Corporation, each as described in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Underwriters the Additional 10,000,000 Firm Shares, and each Underwriter agrees, severally and not jointly, to purchase from the Company at a price per share of $33.725 (the "Purchase Price") the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) the Company agrees to issue and sell up to 1,500,000 Additional Shares and (ii) the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 an aggregate 1,500,000 Additional Shares from the Company at the Purchase Price. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than thirty (30) days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof. The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares are to be purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that which bears approximately the same proportion to the total number of Additional Shares USA WASTE SERVICES, INC. UNDERWRITING AGREEMENT -- COMMON STOCK -2- 3 to be purchased from the Company as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. The Except pursuant to the concurrent offering of convertible subordinated notes of the Company, the Company hereby agrees thatand the Company shall, without concurrently with the prior written consent execution of this Agreement, deliver an agreement executed by each of the Representatives, it will not during the period ending 90 days after the date directors and executive officers of the ProspectusCompany, (i) pursuant to which each such person agrees, not to offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock common stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole such common stock or in part, any other manner transfer all or a portion of the economic consequences of associated with the ownership of the Common Stock, whether any such transaction described in clause common stock, except to the Underwriters pursuant to this Agreement, for a period of 90 days after the date of the Prospectus without the prior written consent of Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation. Notwithstanding the foregoing, (i) or (ii) above is to be settled by delivery 250,000 shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock owned by Donaxx X. Xxxxxxxxx, Xx. xxx 500,000 shares of the shares of Common Stock owned by John X. Xxxxxx, Xx. xxx Alexxxxxx Xxxxxx xxxl not be subject to the foregoing restriction and during such 90-day period (ii) the Company may grant stock options pursuant to the Company's existing director and employee benefit plans, (iii) the Company may issue shares of its common stock pursuant to existing contractual obligations or upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, and (Civ) the issuance or grant of Company may issue shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock its common stock as consideration in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after of businesses or assets by the date of the ProspectusCompany or its subsidiaries.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 ______ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 _______________ Additional Shares at the Purchase Price. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (iii) file a registration statement other than a registration statement on Form S-8 covering shares of Common Stock subject to outstanding options or options to be issued under the Company's stock option plans. The restrictions contained in the foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof described in the Prospectus or of which the Underwriters have otherwise been advised in writing, writing or (C) the issuance or grant by the Company of shares of Common Stock or stock, stock options or rights to purchase shares of Common Stock other equity grants pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock stock plans described in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 __ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-one- time right to purchase, severally and not jointly, up to 975,000 2,640,000 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common StockShares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance issuances of stock options, restricted stock or grant of shares of Common Stock or options or rights to purchase shares of Common Stock other awards granted pursuant to benefit and compensation plansthe Company's employee equity incentive plan or non-employee directors' equity incentive plan as described in the Prospectus; provided that such awards do not become exercisable or vest during such 180-day period, or (D) the issuance or grant of shares issuances of Common Stock or options or rights to purchase shares of Common Stock Shares in connection with the merger or amalgamation with, or acquisition of another corporation or entity or the acquisition of the assets or properties of any such corporation or entity and the related entry into a merger, amalgamation or acquisition agreement with respect to such merger, amalgamation or acquisition, so long as each of the recipients of the Common Shares agrees in writing prior to the consummation of any such transaction, pursuant to an instrument in form and substance reasonably satisfactory to Xxxxxx Xxxxxxx & Co. Incorporated, to be bound by the provisions of this paragraph for the remainder of such 180-day period as if such recipients were the Company's Dominion Direct Investment Plan, and (E) the public announcements and related filings of registration statements with respect to any such issuances; provided that if the Company is unable to obtain signed, written lock-up agreements or arrangements from the recipients of the Common Shares in connection with a merger, amalgamation or acquisition transactions involving as described in clause (D) of this paragraph, then only the entry into the merger, amalgamation or acquisition agreement, the public announcement of such transaction and the related filing of a registration statement shall be permitted and not the related issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the ProspectusCommon Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I II hereto opposite its name at U.S. $39.525 a share the purchase price set forth in Schedule I hereto (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 the number of Additional Shares set forth in Schedule I hereto at the Purchase Price. If the Representatives, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, the Representatives shall so notify the Company time in writing part by giving written notice not later than thirty (30) 30 days after the date of this Agreement, which the Prospectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such exercise notice. Additional Shares may be purchased as provided in Section IV hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its the Underwriter's name at U.S. $39.525 ______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 _______________ Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I II hereto opposite its name at U.S. $39.525 99.552 a share (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees and the Selling Shareholder, severally and not jointly, agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 1,470,600 Additional Shares at the Purchase Price, of which no more than 300,000 shares are to be issued and sold by the Company and no more than 1,170,600 shares are to be sold by the Selling Shareholder, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If the Representatives, The Representatives may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, the Representatives shall so notify the Company time in writing part by giving written notice not later than thirty (30) 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date nor closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 5 hereof solely for the purpose of covering over-allotments made sales of shares in connection with excess of the offering number of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $[______] a share (the "PURCHASE PRICE") the respective numbers of Firm Shares set forth in Schedule I hereto opposite its the name at U.S. $39.525 a share (the "Purchase Price")of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 585,000 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or Class A Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or Class A Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class A Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or Class A Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock or Class A Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance granting of stock options and/or restricted stock pursuant to the Company's existing employee benefit plans, provided that such options do not become exercisable and such units do not vest during such 180-day period or grant of (D) transactions by any person other than the Company relating to shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock other securities acquired in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition open market transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date completion of the Prospectusoffering of the Shares.

Agreements to Sell and Purchase. The Company Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointlyjointly (nor jointly and severally), to purchase from the Company Corporation at US$59.75 per Share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective numbers of Firm Shares amounts set forth in Schedule I hereto opposite its name at U.S. $39.525 a share (the "Purchase Price")such Underwriter’s name. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Corporation grants an option to the Underwriters to acquire the Additional Shares accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointlyjointly (nor jointly and severally), up to 975,000 1,256,250 Additional Shares at the Purchase Price. If the RepresentativesRBC Dominion Securities Inc., CIBC World Markets Inc. and BMO Xxxxxxx Xxxxx Inc. may exercise this right on behalf of the Underwriters, elect Underwriters in whole or in part or from time to exercise such option, the Representatives shall so notify the Company in writing time by giving written notice not later than thirty (30) 30 days after the date of this Agreement, which Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least three business days after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesShares and for market stabilization purposes. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointlyjointly (nor jointly and severally), to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent In consideration of the Representatives, it will not during agreement on the period ending 90 days after the date part of the Prospectusseveral Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date (ias hereinafter defined) offeror the Option Closing Date (as hereinafter defined), pledgeas applicable, sell, contract a fee equal to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock 4.0% of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers gross proceeds to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) Corporation from the Shares to be sold hereunder, (B) purchased on the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant Closing Date or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writingOption Closing Date, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectusas applicable.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 ______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 _______________ Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell ------------------------------- to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 ______ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 450,000 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writinghereof, (C) the issuance or grant issuances of shares of Common Stock or options or rights to purchase Common Stock pursuant to the Company's 1997 Stock Plan, the 1999 Equity Incentive Plan, and the Directors Option Plan, and the shares of Common Stock issuable upon exercise of any such options, (D) the issuance by the Company of shares of Common Stock pursuant to benefit and compensation plans, the Company's 1999 Employee Stock Purchase Plan or (DE) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock warrants issued in connection with the Company's Dominion Direct Investment Plan, and (E) agreements loan or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectusleasing transactions.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $- a share (the Company "PURCHASE PRICE") the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at U.S. $39.525 a share (of such Underwriter bears to the "Purchase Price")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 480,000 Additional Shares at the Purchase Price. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. Notwithstanding the foregoing, the last reported sale price of the Common Stock per share on the NASDAQ National Market is at least twice the Public Offering Price (as defined in Section 5 below) per share of the Common Stock sold in the offering for the 20 consecutive trading days ending on the trading day immediately preceding the 120th day after the date of the Prospectus, then 30% of the shares of Common Stock and Common Stock equivalents held by each Selling Shareholder on the date of the Prospectus shall be released from the 180 day restrictions. This early release shall occur on: (a) the 120th day after the date of the Prospectus if the Company makes a public release of its quarterly or annual results during the period beginning on the eleventh trading day after the date of the Prospectus and ending on the day prior to the 120th day after the date of the Prospectus, or (b) the second trading day after the first public release of the Company's quarterly or annual results occurring on or after the 120th day after the date of the Prospectus, otherwise. The foregoing sentence restrictions in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, writing or (C) transactions by any person other than the issuance or grant of Company relating to shares of Common Stock or options other securities acquired in open market transactions after the completion of the offering of the Shares. In addition, each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or rights to purchase shares exercise any right with respect to, the registration of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of any shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities security convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 [______] a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 750,000 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments overallotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant by the Company of shares of Common Stock or options or rights to purchase Common Stock pursuant to the Company's 1996 Stock Plan, its 1999 Equity Incentive Plan and its 1999 Directors' Stock Option Plan, provided in the case of this clause (C) that any such shares of Common Stock do not vest and any such options do not vest or become exercisable during such 180-day period, or (D) the issuance by the Company of shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment 1999 Employee Stock Purchase Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $______ a share (the Company "PURCHASE PRICE") the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at U.S. $39.525 a share (of such Underwriter bears to the "Purchase Price")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 _______________ Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, writing or (C) the issuance or grant by the Company of shares of Common Stock or options or rights to purchase shares of Common Stock issued pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Planstock plans as described in the Prospectus. The Company agrees that, and (E) agreements or arrangements in connection with acquisition transactions involving without the issuance or sale prior written consent of shares of Common Stock or relating to optionsXxxxxx Xxxxxxx, rightsit will not, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where during the acquisition transactions are consummated more than period ending 90 days after the date of the Prospectus, file or cause to become effective any registration statement relating to any securities of the Company, including a registration statement registering shares under any of the Company's stock plans or other employee benefit plans. Each Selling Shareholder hereby agrees to execute and deliver on or before the Closing Date a "lock-up" agreement substantially in the form of Exhibit A hereto. In addition, each Selling Shareholder agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 22.1178 a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, Shares and the Underwriters shall have a one-time right to purchase, severally and not jointly, on a pro-rata basis from the Company up to 975,000 516,684 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not during wixx xxx, xxxxxx the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock Stock, provided that the Company may grant options under the Company's existing plans to employees who are not officers or directors of the Company, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, writing or (C) transactions by any person other than the issuance or grant of Company in shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock other securities that in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements either case were acquired in connection with acquisition open market transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date completion of the Prospectusoffering of the Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 21.4975 a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 450,000 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date or the Option Closing Date, as the case may, (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option hereunder or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with under the Company's Dominion Direct Investment Dividend Reinvestment Plan, its Stock Option and (E) agreements Incentive Plan, or arrangements in connection with acquisition transactions involving the issuance Xxxxxxxx Xxxx Agreement, or sale upon conversion of shares of Common the Series A Cumulative Convertible Preferred Stock, the Series B Cumulative Convertible Preferred Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common the Series C Cumulative Convertible Preferred Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Upon the terms and conditions set forth herein, Company hereby agrees to issue and sell the Firm Shares to the several Underwriters, and each Underwriter, upon . Upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained, but contained and subject to all the terms and conditions hereinafter statedset forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company at a purchase price of $11.856 per Share (the respective numbers “Purchase Price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name at U.S. $39.525 a share (the "Purchase Price")hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company the Additional Shares at the Purchase Price per Share, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares, and the Underwriters each Underwriter shall have a one-time the right (but not the obligation) to purchase, severally and not jointly, up to 975,000 Additional Shares at the Purchase Price. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify from the Company in writing not later than thirty (30) days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to eliminate avoid fractional shares as the Representatives may determineshares) that bears approximately the same proportion to the total number of Additional Shares to be purchased by the Underwriter, as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated but no more than 90 days after the date of the Prospectusonce.

Agreements to Sell and Purchase. The Company Each Selling Shareholder, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, hereby agrees agrees, severally and not jointly, to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $14.40 a share (the Company “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Shares to be sold by such Selling Shareholder as the number of Shares set forth in Schedule I II hereto opposite its the name at U.S. $39.525 a share (of such Underwriter bears to the "Purchase Price")total number of Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each Selling Shareholder, hereby agrees, severally and not jointly, as and to the Company agrees extent indicated in Schedule I hereto, to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 an aggregate of 1,500,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If the Representatives, The Representatives may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, the Representatives shall so notify the Company time in writing part by giving written notice not later than thirty (30) 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date nor closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several UnderwritersUnderwriters the number of Firm ADSs to be sold by such Selling Shareholder set forth in Schedule I hereto opposite the name of such Selling Shareholder, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $12.1444 per ADS (the Company “Purchase Price”) the respective numbers number of Firm Shares ADSs (subject to such adjustments to eliminate fractional shares as the Managers may determine) that bears the same proportion to the number of Firm ADSs to be sold by such Selling Shareholder as the number of Firm ADSs set forth in Schedule I II hereto opposite its the name at U.S. $39.525 a share (of such Underwriter bears to the "Purchase Price")total number of Firm ADSs. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell each Selling Shareholder, severally and not jointly, hereby grants an option to the several Underwriters to purchase up to the number of Additional SharesADSs set forth in Schedule I hereto opposite the name of such Selling Shareholder, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 1,893,801 Additional Shares ADSs at the Purchase Price, less an amount per ADS equal to any dividends or distributions declared by the Company and payable on the Firm ADSs but not payable on the Additional ADSs. If the Representatives, The Managers may exercise this right on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company Underwriters in writing whole or in part but not more than once by giving written notice not later than thirty (30) 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the Underwriters and the date on which such shares Additional ADSs are to be purchased. Such Each purchase date must be at least two business days after the written notice is given (unless the written notice is given prior to the closing date for the Firm ADSs) and may not be the same as the Closing Date but not earlier than the Closing Date nor closing date for the Firm ADSs or later than ten business days after the date of such notice. Additional Shares ADSs may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesADSs. If any On the day, if any, that Additional Shares ADSs are to be purchasedpurchased (the “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional shares as the Representatives Managers may determine) that bears approximately the same proportion to the total number of Additional Shares ADSs to be purchased on the Option Closing Date as the number of Firm Shares ADSs set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the ProspectusADSs.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 ______ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 262,500 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell the Company Shares to the Underwriters, and each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters the number of Shareholder Shares set forth opposite such Selling Shareholder's name in Schedule II hereto. Each of the Underwriters, and each Underwriter, upon the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to the conditions hereinafter statedits terms and conditions, agrees, severally and not jointly, to purchase from the Company the respective numbers and such Selling Shareholders at a price per share of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 a share _____ (the "Purchase Price"), the respective number of Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Shareholders as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, Option Shares and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 Additional 330,000 Option Shares from the Company at the Purchase Price. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than thirty (30) days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Option Shares may be purchased as provided in Section IV hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Option Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of the Prospectus. The Representatives shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Option Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof. The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), (ii) no later than 10 business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Option Shares are to be purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with from the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 __.__ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 _________ Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, ; (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof as described in the Registration Statement or of which the Underwriters have been advised in writing, ; (C) the issuance or grant of shares of options to purchase Common Stock or options or rights pursuant to purchase the 1998 Stock Plan and the 1999 Director Option Plan (collectively, the "PLANS"); and (D) the issuance by the Company of shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common 1999 Employee Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Purchase Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 ______ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 _______________ Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company Partnership hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Partnership the respective numbers number of Firm Shares Units set forth in Schedule I hereto opposite its name name, at U.S. $39.525 _________ a share Unit (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Partnership agrees to sell to the Underwriters the Additional SharesUnits, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 1,281,000 Additional Shares Units at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company Partnership in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares Units to be purchased by the Underwriters and the date on which such shares Units are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares Units may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesUnits. If any Additional Shares Units are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares Units (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares Units to be purchased as the number of Firm Shares Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SharesUnits. The Company Each of the Partnership, the Managing General Partner and the Special General Partner hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, issue, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company Units, Subordinated Units or any securities convertible into or exercisable or exchangeable for Common Stock Units or Subordinated Units or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common StockUnits or such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares Units to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding Subordinated Units to be issued on the date hereof of which Option Closing Date as provided in the Underwriters have been advised in writingPartnership Agreement, (C) the issuance or grant of shares issuances of Common Stock or options or rights to purchase shares of Common Stock Units pursuant to employee benefit and compensation plansplans described in the Prospectus, (D) the issuance or grant of shares of Common Stock Units in connection with Acquisitions or options Capital Improvements (each as defined in the Partnership Agreement) or rights to purchase shares (E) the issuance of Common Stock Units and Subordinated Units to the Managing General Partner and the Special General Partner in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving Transactions; provided that the issuance or sale of shares of Common Stock or relating Subordinated Units may be transferred without such consent to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date an affiliate of the ProspectusManaging General Partner who agrees to be bound by the transfer restrictions contained in this paragraph.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 ______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 _______________ Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof that is disclosed in the Prospectus or of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.the

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 ______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 360,000 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees agrees, on its own behalf and on behalf of each stockholder of the Company listed on Schedule II hereto (the "SUBJECT STOCKHOLDERS"), that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not and each Subject Stockholder will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, (i1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, writing or (C) transactions by any person other than the issuance or grant of Company relating to shares of Common Stock or options or rights to purchase shares other securities acquired in open market transactions after the completion of Common Stock pursuant to benefit and compensation plansthe offering of the Shares. In addition, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving on behalf of each Subject Stockholder, agrees that, without the issuance or sale prior written consent of shares Xxxxxx Xxxxxxx & Co. Incorporated on behalf of Common Stock or relating to optionsthe Underwriters, rightseach Subject Stockholder will not, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where during the acquisition transactions are consummated more than period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The Company agrees to give notice to each Subject Stockholder bound by the foregoing "lock-up" agreement pursuant to Section 4(c) of Exhibit D to that certain Stockholders Agreement, dated as of August 2, 1994, as amended, among the Aftermarket Technology Holdings Corp. (which was subsequently merged with and into the Company) and certain of its stockholders, optionholders and warrantholders (the "STOCKHOLDERS AGREEMENT").

Agreements to Sell and Purchase. The Company hereby agrees to -------------------------------- sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 [ ] a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 600,000 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Capital Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Capital Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Capital Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Capital Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Capital Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) any options granted or shares of Capital Stock issued pursuant to benefit plans of the issuance Company as in effect on the date of this Agreement, (D) any issuances to officers or grant employees of the Company of shares of Capital Stock pursuant to the Securities Purchase and Holders Agreement dated July 29, 1994, by and among the Company and the shareholders set forth therein or (E) the conversion, in accordance with the terms thereof, of shares of Common Stock or options or rights to purchase into shares of Class B Common Stock pursuant to benefit and compensation plansStock, (D) the issuance or grant of shares of Class B Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $13.95 a share (the Company "Purchase Price") the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I hereto opposite its the name at U.S. $39.525 a share (of such Underwriter bears to the "Purchase Price")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 2,587,500 Additional Shares at the Purchase Price. If the Representatives, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to time in part by giving written notice of each election to exercise such option, the Representatives shall so notify the Company in writing option not later than thirty (30) 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file any registration statement with the Commission relating to the offering of, any shares of Class A Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Class A Common Stock, except for (A) transfers of shares of Common Stock to the beneficiaries of the Selling Shareholder upon termination of the Selling Shareholder or to Family Successors (as such term is defined in the Company's articles of incorporation); provided that the beneficiaries thereof (or trustees of trusts formed by the beneficiaries thereof) or such Family Successors, as the case may be, agree to be bound in writing by the restrictions set forth herein; and (B) registration statements on Form S-8 in connection with securities to be issued under the Company's 2003 Employee Stock Purchase Plan and the Company's 2003 Equity Incentive Plan or registration statements covering the resale of shares of Class B Common Stock held by affiliates of the Company, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise. Notwithstanding the foregoing, if the 180th day after the date of the Prospectus occurs within 18 days after an earnings release by the Company, or if the Company intends to issue an earnings release within 15 days following the 180th day, the 180-day period will be extended to the 18th day following such earnings release unless such extension is waived by Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (Ai) the Shares to be sold hereunder, (Bii) the issuance of Class B Common Stock or the grant of options to purchase Class B Common Stock under the Company's 2003 Employee Stock Purchase Plan and/or the Company's 2003 Equity Incentive Plan, (iii) the purchase and cancellation of shares of Class B Common Stock by the Company in the tender offer described in the Prospectus; (iv) any automatic conversion of any shares of Class B Common Stock into shares of Class A Common Stock pursuant to the Company's articles of incorporation and (v) the voluntary share exchange of shares of Class B Common Stock upon into shares of Class C Common Stock by the exercise Grant Family Shareholders pursuant to the Shareholders Agreement. In addition, the Selling Shareholder agrees that, without the prior written consent of an option or warrant or Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the conversion of a security outstanding on Underwriters, it will not, during the period ending 180 days after the date hereof of which the Underwriters have been advised in writingProspectus, (C) make any demand for, or exercise any right with respect to, the issuance or grant registration of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities security convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell an aggregate of 3,125,000 Firm Shares to the several UnderwritersUnderwriters at a price of $7.60 per share (the “Purchase Price”), and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from the Company at the respective numbers Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) set forth opposite the name of such Underwriter in Schedule I hereto opposite its name hereto. Moreover, the Company hereby agrees to issue and sell up to 468,750 Additional Shares to the Underwriters at U.S. $39.525 a share (the "Purchase Price"). On , and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right (but not the obligation) to purchase, severally and but not jointly, up to 975,000 the Additional Shares at the Purchase Price. If the Representatives, The Representative may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, the Representatives shall so notify the Company time in writing part by giving written notice not later than thirty (30) 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date nor closing date for the Firm Shares or later than ten business days after the date of such noticenotice is given. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I II hereto opposite its name at U.S. $39.525 a 17.523 per share (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 the number of Additional Shares set forth in Schedule I(a) hereto at the Purchase Price. If the Representatives, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, the Representatives shall so notify the Company time in writing part by giving written notice not later than thirty (30) 30 days after the date of this Agreement, which the Prospectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 2(c) hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company Each Seller, severally and not ------------------------------- jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name such Seller at U.S. $39.525 ______ a share (the "Purchase Price")) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-one time right to purchase, severally and not jointly, up to 975,000 __________ Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 5 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period commencing on the date hereof and ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock (provided that such shares or securities are either now owned by such Seller or are hereafter acquired prior to or in connection with the offering of the Shares under this Agreement) or (ii) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant by the Company of shares of Common Stock other than upon the exercise of an option or warrant referred to in clause (B) or options or rights to purchase shares of Common Stock pursuant to benefit the Company's existing stock option and compensation purchase plans, (D) the issuance or grant transfer of shares of Common Stock by a Selling Shareholder as a gift or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, gifts; and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale transfer of shares of Common Stock by a Selling Shareholder to the Selling Shareholder's affiliates, as such term is defined in Rule 405 under the Securities Act; provided, that, in the case of -------- ---- clause (C) (other than with respect to options not exercisable and shares subject to restrictions that will not vest within the 180 day period), (D) or relating (E) above, the recipient(s), donee(s) or transferee(s), respectively, agrees in writing as a condition precedent to optionssuch issuance, rightsgift or transfer to be bound by the terms of this paragraph. In addition, warrants each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any securities security convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[ ] a share (the Company “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at U.S. $39.525 a share (of such Underwriter bears to the "Purchase Price")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees and the Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 [ ] Additional Shares at the Purchase Price. If the Representatives, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, the Representatives shall so notify the Company time in writing part by giving written notice not later than thirty (30) 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least three business days (or fewer if agreed to by the Company and the Representatives, as defined below) after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx, UBS Securities LLC and Barclays Capital Inc. (the “Representatives”) on behalf of the Underwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Company Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (ii2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (Aa) the Shares to be sold hereunder, (Bb) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (Cc) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the 180-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the Company, (d) the issuance or grant by the Company of shares of Common Stock or options or rights in an amount up to purchase shares 10% of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase Company’s outstanding shares of Common Stock in connection with the Company's Dominion Direct Investment Plana merger, acquisition or other transaction and (Ee) agreements or arrangements in connection with acquisition transactions involving the issuance or sale by the Company of shares of Common Stock pursuant to any pre-existing contractual obligation of the Company identified in the Registration Statement. Notwithstanding the restrictions in the preceding paragraph, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to optionsthe Company occurs; or (2) prior to the expiration of the 180-day restricted period, rightsthe Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, warrants the restrictions imposed by the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company agrees to promptly notify the Representatives of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period. Each Selling Stockholder hereby agrees that, without the prior written consent of the Representatives, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) transactions by a Selling Stockholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (c) transfers by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or charitable contribution; (d) distributions by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the Selling Stockholder; (e) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, where provided that such plan does not provide for the acquisition transactions are consummated more transfer of Common Stock during the 180-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of a Selling Stockholder; (f) transfers of shares of Common Stock to family members of, and other persons sharing a household with, the undersigned in connection with personal estate planning matters; provided that in the case of any transfer or distribution pursuant to clause (c), (d), or (f), (i) each donee, distributee or transferee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Stockholder and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made in respect of the transfer or distribution during the 180-day restricted period or (g) transfers of shares of Common Stock to the Company in connection with the cashless exercise of options that would otherwise expire, other than 90 a “broker-assisted” cashless exercise; provided that, for the avoidance of doubt, any shares of Common Stock received in connection with the cashless exercise of options shall be subject to the restrictions set forth in the preceding paragraph. In addition, each Selling Stockholder agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, other than in connection with the public offering of the Shares hereunder. Notwithstanding the restrictions in the preceding two paragraphs, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 180-day restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by the preceding two paragraphs will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Selling Stockholder agrees that it will not engage in any transaction that may be restricted by the foregoing restrictions on the Selling Stockholders during the 34-day period beginning on the last day of the initial restricted period unless such Selling Stockholder requests and receives prior written confirmation from the Company or the Representatives that such restrictions have expired. Each Selling Stockholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Common Stock held by such Selling Stockholder, except in compliance with the foregoing restrictions on the Selling Stockholders.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 _______ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 450,000 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof that is described in the Prospectus or of which the Underwriters have been advised in writing, writing or (C) the issuance or grant by the Company of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Planstock plans as described in the Prospectus, provided, that, the recipient of any such option or shares shall exercise and (E) agreements deliver to you on or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after before the date of such issuance a "lock-up" agreement substantially in the Prospectusform of Exhibit A hereto.

Agreements to Sell and Purchase. (a) The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I II hereto opposite its name at U.S. $39.525 a share the purchase price set forth in Schedule I hereto (the "“Purchase Price"”). . (b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters Managers the Additional Shares, and the Underwriters Managers shall have a one-time the right to purchase, severally and not jointly, up to 975,000 the number of Additional Shares set forth in Schedule I hereto at the Purchase Price. If the Representatives, on behalf of the Underwriters, elect You may exercise this right in whole or from time to exercise such option, the Representatives shall so notify the Company time in writing part by giving written notice not later than thirty (30) 30 days after the date of this Agreement, which the Prospectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters Managers and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 3 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter Manager agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter Manager bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell the Firm Shares to the several Underwriters, and each UnderwriterUnderwriters and, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained, but contained and subject to all the terms and conditions hereinafter statedset forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company at a purchase price of $[ ] per Share (the respective numbers "purchase price per Share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name at U.S. $39.525 a share (the "Purchase Price")hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the The Company hereby also agrees to sell to the Underwriters Underwriters, and, upon the Additional Sharesbasis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have a one-time the right for 30 days from the date of the Prospectus to purchase, severally and not jointly, purchase from the Company up to 975,000 787,500 Additional Shares at the Purchase Pricepurchase price per Share for the Firm Shares. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than thirty (30) days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than ten business days after the date of such notice. The Additional Shares may be purchased as provided in Section IV hereof solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to eliminate avoid fractional shares as the Representatives may determineshares) that bears approximately the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated but no more than 90 days after the date of the Prospectusonce.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $_____ a share (the respective numbers "PURCHASE PRICE") the number of Firm Shares set forth in Schedule I hereto opposite its the name at U.S. $39.525 a share (the "Purchase Price")of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 750,000 Additional Shares at the Purchase Price. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchasedpurchased (which date shall not be less than three business days following such notice, unless agreed to by both the Underwriters and the Company). Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 days after the date of the final prospectus supplement included in the Prospectus, (i) register, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant pursuant to, or the conversion grant of a security outstanding on options under the date hereof of which the Underwriters have been advised in writingCompany's existing stock option, employee benefit or dividend reinvestment plans or (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit securities contemplated by the Debt Offering and compensation plans, PEPS Units Offering (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock as described in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus).

Agreements to Sell and Purchase. (a) The Company hereby agrees agrees, subject to all the terms and conditions set forth herein, to issue and sell to the several Underwriters, and each UnderwriterUnderwriter and, upon the basis of the representations representations, warranties and warranties agreements of the Company and the Operating Partnership herein contained, but contained and subject to all the terms and conditions hereinafter statedset forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $24.125 per Share (the respective numbers "Purchase Price per Share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name at U.S. $39.525 a share (or such number of Firm Shares increased as set forth in Section 10 hereof). (b) The Company also agrees, subject to all the "Purchase Price"). On terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations representations, warranties and warranties agreements of the Company and the Operating Partnership herein contained in this Agreement, and subject to its all the terms and conditionsconditions set forth herein, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchasepurchase from the Company, severally and not jointly, up to 975,000 Additional Shares at the Purchase Price. If Price Per Share, pursuant to an option (the Representatives"Over-allotment Option") that may be exercised at any time (but not more than once) by notice to the Company given prior to 9:00 P.M., New York City time, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than thirty (30) days 30th day after the date of this Agreementthe Prospectus (or, which notice if such 30th day shall specify be a Saturday or Sunday or a holiday, on the number next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 750,000 Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than ten business days after the date of such noticeShares. Additional Shares may be purchased as provided in Section IV hereof solely only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If Upon any Additional Shares are to be purchasedexercise of the over-allotment option, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives Underwriters may determinedetermine in order to avoid fractional shares) that which bears approximately the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 10 hereof) bears to the total aggregate number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 ____ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 2,280,000 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not during the xxx, dxxxxx xhe period ending 90 days after the date of the Prospectus, : (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option outstanding under the Company's existing stock option plan or the issuance of new options thereunder or any warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writingwriting prior to the date hereof, or (C) the issuance or grant and sale to AIG of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit the exercise by AIG of the AIG Option and compensation plansthe Purchase Agreement between the Company and AIG dated November 19, 2001 (D) the issuance or grant of shares "PURCHASE AGREEMENT"), as such agreements are more fully described in the Prospectus under the caption "Certain Relationships And Related Transactions -- AIG Option and Concurrent Purchase of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the ProspectusShares."

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 a share US$ per American Depositary Share (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 4,950,000 Additional Shares in the form of 1,650,000 American Depositary Shares at the Purchase Price. If the Representatives, The Representatives may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, the Representatives shall so notify the Company time in writing part by giving written notice not later than thirty (30) 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 [ ] a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 375,000 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which as disclosed in the Underwriters have been advised in writing, Prospectus or (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) that are not exercisable during the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than period ending 90 days after the date of the ProspectusProspectus pursuant to option plans existing on the date hereof, as any such plan may be amended after the date hereof.

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I II hereto opposite its name at U.S. a purchase price of $39.525 a share 1.70882 per Share (the "Purchase Price"), provided that with respect to an aggregate of 5,405,405 Firm Shares allocated at the direction of the Company to SSH and 54,054,054 Firm Shares allocated at the direction of the Company to Scorpio Bulkers Inc. ("SALT" and, together the SSH, the "Directed Share Purchasers") (collectively, the "Directed Shares"), the Underwriters shall purchase such Directed Shares at a purchase price of $1.85000 per Share (the "Public Offering Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 24,324,324 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If the Representatives, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, the Representatives shall so notify the Company time in writing part by giving written notice not later than thirty (30) 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares4 hereof. If any Additional Shares are to be purchasedOn each Option Closing Date (as defined below), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 ______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 435,000 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 5 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company and the Parent hereby agrees agree that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it they will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, writing or (C) the issuance or grant by the Company of shares options under its 1997 Non-Employee Directors' Non-Qualified Stock Option Plan and 1997 Non-Qualified Stock Option Plan provided that such options are not exercisable until expiration of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectussuch 180 day period.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, the conditions hereinafter statedCompany agrees to issue and sell, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective numbers at a price per share of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 a share ______ (the "Purchase Price")) the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Underwriters the Additional Shares, Shares and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 255,000 Additional Shares from the Company at the Purchase Price. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than thirty (30) days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof. The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares are to be purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that which bears approximately the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. The Company hereby agrees thatand the Company shall, without concurrently with the prior written consent execution of the Representativesthis Agreement, it will not during the period ending 90 days after the date of the Prospectus, deliver an agreement executed by (i) each of the directors and officers of the Company, and (ii) each stockholder listed on Annex I hereto, pursuant to which each such person agrees, not to offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock common stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole such common stock or in part, any other manner transfer all or a portion of the economic consequences of associated with the ownership of the Common Stock, whether any such transaction described in clause common stock, except to the Underwriters pursuant to this Agreement, for a period of 180 days after the date of the Prospectus without the prior written consent of The Robixxxx-Xxxxxxxx Xxxpany, Inc. Notwithstanding the foregoing, during such period (i) or the Company may grant stock options pursuant to the Company's 1997 Stock Option Plan and (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of may issue shares of Common Stock its common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectushereof.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 ______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 450,000 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Morgxx Xxxnxxx xx behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised that is described in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.the

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $______ a share (the Company "PURCHASE PRICE") the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at U.S. $39.525 a share (of such Underwriter bears to the "Purchase Price")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Selling Shareholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 _______________ Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company Selling Shareholders in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, writing or (C) transactions by any person other than the issuance or grant of Company relating to shares of Common Stock or options other securities acquired in open market transactions after the completion of the offering of the Shares. In addition, each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or rights to purchase shares exercise any right with respect to, the registration of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of any shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities security convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name such Seller at U.S. $39.525 _______ a share (the "Purchase Price")) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 1,245,000 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, or which is described in the Prospectus, (C) the issuance or grant of shares of options to purchase Common Stock or options or rights pursuant to purchase the Company's 1999 Stock Incentive Plan, (D) the issuance by the Company of shares of Common Stock pursuant to benefit and compensation plansthe Company's 1999 Employee Stock Purchase Plan, (DE) the issuance or grant by the Company of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with issuable under the Company's Dominion Direct Investment PlanRegistration Statement on Form S-1, file no. 333-80419 and (EF) agreements or arrangements warrants issued to real estate industry participants in connection with acquisition transactions involving consideration of listings. In addition, each Selling Stockholder agrees that, without the issuance or sale prior written consent of shares Xxxxxx Xxxxxxx & Co. Incorporated on behalf of Common Stock or relating to optionsthe Underwriters, rightsit will not, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where during the acquisition transactions are consummated more than period ending 90 days after the date of the Prospectus, initiate any demand for the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 ______ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 _______________ Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, or (C) the issuance or grant any options granted under any of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants stock option plans or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where issued under the acquisition transactions are consummated more than 90 days after the date of the ProspectusCompany's 1999 Employee Stock Purchase Plan.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Company, the respective numbers number of shares of the Firm Shares Securities set forth in opposite the name of such Underwriter on Schedule I hereto opposite its name at U.S. a purchase price of $39.525 a 29.925 per share (the "Purchase Price"). On The Company agrees to sell to the several Underwriters the Additional Securities, and, on the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, purchase up to 975,000 750,000 Additional Shares Securities at the Purchase Price. Each Underwriter shall have the option to purchase, severally, from the Company, that portion of the aggregate number of Additional Securities as to which such election shall have been exercised (to be adjusted so as to eliminate fractional shares) determined by multiplying such aggregate number of Additional Securities by a fraction, the numerator of which is the number of firm Securities set forth opposite the name of such Underwriter on Schedule I hereto and the denominator of which is the aggregate number of Firm Securities being purchased from the Company pursuant to this Agreement. If the Representatives, on behalf of the Underwriters, Underwriters elect to exercise such option, the Representatives shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreementthe Prospectus Supplement, which notice shall specify the number of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares Additional Securities are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten five business days after the date of such notice. Additional Shares may be purchased as provided in Section IV hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not not, during the period ending 90 days after the date of the ProspectusProspectus Supplement, (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock (collectively, "Company Securities") or (ii) enter into any swap swap, option, future, forward or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of the Common StockCompany Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securitiesCompany Securities, in cash or otherwise. The foregoing sentence shall not apply to Notwithstanding the foregoing, the Company may without such consent (A) issue and sell the Shares Securities to be sold hereunder, (B) grant stock options under the issuance by the Company of shares of Company's employee or director compensation plans or issue Common Stock upon the exercise of an option stock options granted under such plans, (C) issue Common Stock upon the exercise of warrants, convertible securities or warrant other rights to acquire or the conversion of a security purchase Common Stock that are outstanding on the date hereof of which and described in the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit Prospectus and compensation plans, (D) enter into contracts for the sale or issuance of, and sell or grant of shares of Common Stock or options or rights to purchase shares of Common Stock issue, Company Securities in connection with the Company's Dominion Direct Investment Plan, and (E) agreements acquisition by the Company or arrangements any of its subsidiaries of a business or of property or assets or in connection with acquisition transactions involving the any business combination. The Company will notify J.P. Morgan Securities Inc. within five days of any issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date pursuant xx xxxxxx (D) of the Prospectuspreceding sentence.

Agreements to Sell and Purchase. The Company Partnership hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Partnership the respective numbers number of Firm Shares Units set forth in Schedule I hereto opposite its name name, at U.S. $39.525 20.905 a share Unit (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Partnership agrees to sell to the Underwriters the Additional SharesUnits, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 262,500 Additional Shares Units at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company Partnership in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares Units to be purchased by the Underwriters and the date on which such shares Units are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares Units may be purchased as provided in Section IV 2 hereof solely for the purpose of covering over-allotments overallotments made in connection with the offering of the Firm SharesUnits. If any Additional Shares Units are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares Units (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares Units to be purchased as the number of Firm Shares Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SharesUnits. The Company Each of the Partnership, the Managing General Partner and the Special General Partner hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 120 days after the date of the Prospectus, (i) offer, issue, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company Units, Subordinated Units or any securities convertible into or exercisable or exchangeable for Common Stock Units or Subordinated Units or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common StockUnits or such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares Units to be sold hereunder, (B) the issuance by the Company of shares issuances of Common Stock upon Units pursuant to employee benefit plans described in the exercise of an option Prospectus or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock Units in connection with Acquisitions or Capital Improvements (each as defined in the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving Partnership Agreement); provided that the issuance or sale of shares of Common Stock or relating Subordinated Units may be transferred without such consent to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date an affiliate of the ProspectusManaging General Partner who agrees to be bound by the transfer restrictions contained in this paragraph.

Agreements to Sell and Purchase. The Company hereby agrees agrees, subject to all the terms and conditions set forth herein, to issue and sell to the several Underwriters, and each UnderwriterUnderwriter and, upon the basis of the representations representations, warranties and warranties dagreements of the Company herein contained, but contained and subject to all the terms and conditions hereinafter statedset forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $ per share (the respective numbers "purchase price per share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name at U.S. $39.525 a share (the "Purchase Price"or such number of Firm Shares increased as set forth in Section 10 hereof). On The Company also agrees, subject to all the terms and conditions set forth herein, to issue and sell to the Underwriters, and, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained in this Agreement, and subject to its all the terms and conditionsconditions set forth herein, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchasepurchase from the Company, severally and not jointly, up to 975,000 Additional Shares at the Purchase Price. If purchase price per share, pursuant to an option (the Representatives"over-allotment option") which may be exercised at any time and from time to time prior to 9:00 p.m., New York City time, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than thirty (30) days 30th day after the date of this Agreementthe Prospectus (or, which notice if such 30th day shall specify be a Saturday or Sunday or a holiday, on the number next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 300,000 Additional Shares to be purchased by from the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than ten business days after the date of such noticeCompany. Additional Shares may be purchased as provided in Section IV hereof solely for the purpose of covering to cover over-allotments made in connection with the offering of the Firm Shares. If Upon any Additional Shares are to be purchasedexercise of the over-allotment option, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments as you may determine in order to eliminate avoid fractional shares as the Representatives may determineshares) that which bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.proportion

Agreements to Sell and Purchase. The Company and each Selling Shareholder hereby agrees agree, severally and not jointly, to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at US$[•] per ADS (the respective numbers “Purchase Price”), that number of Firm Shares Securities (subject to such adjustments to eliminate fractional shares as you may determine) obtained by multiplying [7,380,000] Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Shareholder in Schedule II hereto, in the case of a Selling Shareholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto opposite its name at U.S. $39.525 a share (and the "Purchase Price")denominator of which is the total number of Firm Securities. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SharesOptional Securities, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 Additional Shares [1,200,000] Optional Securities at the Purchase Price. If the Representatives, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, the Representatives shall so notify the Company time in writing part by giving written notice not later than thirty (30) 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares Optional Securities to be purchased by the Underwriters and the date on which such shares Optional Securities are to be purchased. Such Each purchase date must be at least two business days after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than ten business days after the date of such notice. Additional Shares Optional Securities may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesSecurities. If any Additional Shares On each day, if any, that Optional Securities are to be purchasedpurchased (an “Optional Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares Optional Securities (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares Optional Securities to be purchased on such Optional Closing Date as the number of Firm Shares Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the ProspectusSecurities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at U.S. a purchase price of $39.525 _____ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 _________ Additional Shares at the Purchase Price. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on described in the date hereof of which the Underwriters have been advised in writingProspectus, (C) transactions by any person other than the issuance Company relating to shares of Common Stock or grant other securities acquired in open market transactions after the completion of the offering of the Shares or (D) issuances of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements employee benefit plans as in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after existence on the date of the Prospectushereof and consistent with past practices.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name such Seller at U.S. $39.525 ______ a share (the "Purchase Price")) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 938,333 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Each Seller hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, writing (C) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plansthe Company's stock option plans existing on the date of consummation of the offering or (E) any such transaction described in clause (i) or (ii) above involving the issuance or grant of Common Stock, options, rights, warrants to purchase or any securities convertible into Common Stock which in the aggregate equals 25% or more of the shares of Common Stock outstanding as of the date immediately following the closing of the public offering of the Shares (Dthe "Permitted Transfer"); provided, however, that the Company may engage in a Permitted Transfer only if (1) the Company provides Morgxx Xxxnxxx xxxh written notice of such Permitted Transfer 72 hours prior to the earlier of (x) entering into any commitment, obligation or arrangement to enter into such Permitted Transfer or (y) the issuance or grant of any Common Stock, options, rights, warrants to purchase or any securities convertible into Common Stock pursuant to a Permitted Transfer and (2) as a condition to the consummation of the Permitted Transfer, all recipients of any Common Stock, options, rights, warrants to purchase or securities convertible into Common Stock pursuant to such Permitted Transfer have entered into a "lockup agreement" substantially in the form of Exhibit A. In addition, the Selling Stockholder agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities security convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Upon the terms and conditions set forth herein, the Company hereby agrees to issue and sell an aggregate of 600,000 Firm Shares to the several Underwriters, and each Underwriter, upon . Upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained, but contained and subject to all the terms and conditions hereinafter statedset forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company at a purchase price of $17.575 per Share (the respective numbers “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name at U.S. $39.525 a share (the "Purchase Price")hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the The Company hereby also agrees to sell to the Underwriters Underwriters, and, upon the Additional Sharesbasis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have a one-time right the option to purchase, severally and not jointly, purchase from the Company up to 975,000 90,000 Additional Shares at the Purchase Pricepurchase price per Share for the Firm Shares. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than thirty (30) days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than ten business days after the date of such notice. The Additional Shares may be purchased as provided in Section IV hereof solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to eliminate avoid fractional shares as the Representatives may determineshares) that bears approximately the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated but no more than 90 days after the date of the Prospectusonce.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I II hereto opposite its name at U.S. $39.525 a share the purchase price set forth in Schedule I hereto (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 the number of Additional Shares set forth in Schedule I hereto at the Purchase Price. If the Representatives, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, the Representatives shall so notify the Company time in writing part by giving written notice not later than thirty (30) 30 days after the date of this Agreement, which the Prospectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day (or, if such purchase date is later than the closing date for the Firm Shares, at least three business days) after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $[ ] per share (the "Purchase Price") the respective numbers of Firm Shares set forth in Schedule I hereto opposite its the name at U.S. $39.525 a share (the "Purchase Price")of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 [ ] Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 [ ] days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Shares to be sold hereunder, hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 ______ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 525,000 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period commencing on the date hereof and ending 90 180 days after the date of the final prospectus relating to the Public Offering (the "Prospectus"), (i1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock Stock, or (ii2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 ______ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 1,050,000 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of options to purchase Common Stock or options or rights pursuant to purchase the Company's 1999 [Stock Option] Plan and (D) the issuance by the Company of shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment 1999 Employee Stock Purchase Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name such Seller at U.S. $39.525 ______ a share (the "Purchase Price")) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 491,250 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which that is described in the Underwriters have been advised in writingProspectus, (C) transactions by any -8- person other than the issuance or grant of Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares or (D) grants of options or rights to purchase up to ______ shares of Class A or Class B Common Stock pursuant to benefit and the Company's existing equity based compensation plans, (D) provided that no such option shall be exercisable during the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than period ending 90 days after the date of the Prospectus. In addition, each Selling Stockholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name names at U.S. $39.525 _____ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 2,250,000 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale to the Underwriters of Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which is described in the Underwriters have been advised in writing, Prospectus or (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any employee benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock plan that is in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after existence on the date of the Prospectushereof and consistent with past practices.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 19.411 a share (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 1,500,000 Additional Shares at the Purchase Price. If the Representatives, You may exercise this right on behalf of the UnderwritersUnderwriters in whole or, elect from time to exercise such optiontime, in part by giving written notice to the Representatives shall so notify the Company in writing Managers not later than thirty (30) 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least two business days after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date nor later than ten business days after the date of such notice; provided, however, that if an exercise notice is delivered prior to the Closing Date, then the purchase date for such notice shall be the Closing Date. Additional Shares may be purchased as provided in Section IV hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I II hereto opposite its name at U.S. $39.525 a share the purchase price set forth in Schedule I hereto (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 the number of Additional Shares set forth in Schedule I hereto at the Purchase Price. If the Representatives, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, the Representatives shall so notify the Company time in writing part by giving written notice not later than thirty (30) 30 days after the date of this Agreement, which the Prospectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day (or, if such purchase date is later than the closing date for the Firm Shares, at least three business days) after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV ‎4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 ______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 _______________ Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock (i) upon the exercise of an option or warrant or the conversion of a security outstanding on described in the date hereof of which the Underwriters have been advised in writing, Prospectus or (Cii) the issuance to Onex Corporation or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, an affiliate thereof (D"ONEX") the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.in

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 ______ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 _______________ Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file or cause to be filed a registration statement in respect of, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock to be used as consideration in connection with future acquisitions, or (D) the grant of options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with under the Company's Dominion Direct Investment Plan1997 Long- Term Incentive Plan or 1997 Non-Employee Directors' Stock Plan provided such options do not vest prior to the expiration of the 180-day period referenced herein, and provided further, that in the case of subclauses (EB) agreements or arrangements and (C) of this paragraph, the recipient of any such shares agrees to execute a lock-up agreement in connection with acquisition transactions involving the issuance or sale form of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the ProspectusExhibit B hereof.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 10.528 a share (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to 975,000 1,397,500 Additional Shares at the Purchase Price. If the Representatives, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to time in part by giving written notice of each election to exercise such option, the Representatives shall so notify the Company in writing option not later than thirty (30) 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchasedOn each Option Closing Date (as defined below), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof that is disclosed in the Prospectus (or pursuant to a plan disclosed in the Prospectus) or of which the Underwriters have been advised in writing, (C) the issuance or grant by the Company of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit the terms of a plan in effect on the date hereof and compensation plans, filed as an exhibit to the S-3 Registration Statement or to any filing incorporated by reference therein and (D) the issuance or grant issuances of up to 1,000,000 shares of Common Stock pursuant to collaborative, licensing or options or rights marketing agreements; provided that, with respect to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Planclause (D), and (E) agreements or arrangements in connection with acquisition transactions involving prior to the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for such shares of Common Stock, where the acquisition transactions are consummated more than 90 days after Company shall cause the date recipient of such shares to execute and deliver to you a form of “lock-up” agreement substantially in the Prospectusform of Exhibit E attached hereto.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule Schedules I and II hereto opposite its name names at U.S. $39.525 38.98 a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 1,485,000 Additional Shares at the Purchase Price. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance writing or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock which is disclosed in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name names at U.S. $39.525 U.S.$38.95 a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 720,000 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date or the fourth business day after the date of such notice, nor later than ten the tenth business days day after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, or (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and the Company's equity-based compensation plansplans described in the Prospectus, (D) provided that such options are not exercisable within such 90 day period. Notwithstanding the issuance or grant of foregoing, the Company may issue shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment PlanStock, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for Common Stock, as full or partial consideration in connection with any future acquisitions of companies or businesses by the Company or investments in the Company by collaborators that also simultaneously enter into agreements with the Company regarding the use of the Company's technologies, services or discoveries by such collaborator, provided that the number of shares of Common StockStock so issued, where together with any shares of Common Stock issuable upon conversion, exercise or exchange of such securities, does not exceed an aggregate of 3,500,000 shares of Common Stock and provided further that the acquisition transactions persons to whom such securities are consummated more than 90 issued execute a "lock-up" agreement substantially in the form of Exhibit A covering the period ending 365 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name names at U.S. $39.525 U.S.$_____ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 __________ Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date or the fourth business day after the date of such notice, nor later than ten the tenth business days day after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of an aggregate of ____ shares of Common Stock to Biogen, Inc., Genentech Inc. and the University of Florida Research Foundation, in each case on the terms set forth in the Prospectus, or (D) the grant of options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements equity-based compensation plans described in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus, provided that such options are not exercisable within such 180 day period.

Agreements to Sell and Purchase. (a) The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at U.S. $39.525 26.25 a share (the "Purchase PricePURCHASE PRICE"). . (b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 975,000 1,048,000 Additional Shares at the Purchase Price. If the Representativesyou, on behalf of the Underwriters, elect to exercise such option, the Representatives you shall so notify the Company in writing not later than thirty (30) 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section IV 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears approximately the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. . (c) The Company hereby agrees that, without the prior written consent of Managers on behalf of the RepresentativesUnderwriters, it will not not, during the period ending 90 60 days after the date of the Prospectus, : (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exerciseable for Common Stock. The foregoing sentence shall not apply to (A) the sale of the Shares to be sold hereunder, or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option outstanding under the Company's existing stock option plan , the vesting of any restricted stock unit outstanding under the Company's existing stock incentive plan or the issuance of new options or restricted stock units thereunder or any warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, writing prior to the date hereof or (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or concurrent sale of 3,341,000 common shares of Common Stock or relating (plus up to optionsan additional 334,000 common shares to the extent the over allotment option is exercised) to American International Group, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.Inc.