8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) January 26, 2009

Dominion Resources, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Virginia (State or other jurisdiction of incorporation) 001-08489 (Commission File Number) 54-1229715 (IRS Employer Identification No.)

120 Tredegar Street Richmond, Virginia (Address of Principal Executive Offices)   23219 (Zip Code)

Registrant’s Telephone Number, Including Area Code (804) 819-2000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2009 Annual Incentive Plan

On January 26, 2009, the Dominion Resources, Inc. (Dominion) Compensation, Governance and Nominating Committee (CGN Committee) approved the 2009 Annual Incentive Plan (the “Plan”).  Under the Plan, Dominion’s officers are eligible for an annual performance-based cash award.  Each officer has a target incentive award under the Plan based on a percentage of base salary.  For 2009, the target percentages of base salary for Dominion’s named executive officers are as follows:  President and Chief Executive Officer – 125%; Executive Vice President and Chief Financial Officer – 95%; President and Chief Executive Officer – Dominion Generation Business Unit – 95%; Chief Executive Officer -- Dominion Energy Business Unit –90%; and President and Chief Nuclear Officer – Dominion Nuclear – 80%.

The Plan is funded based on the achievement of consolidated operating earnings goals, with potential funding ranging from 0% to 200% of the target funding. For most officers, payout of the amount funded under the Plan is subject to achievement of applicable business unit financial, safety and operating and stewardship goals.  For those Dominion officers whose compensation may be subject to the deduction limits imposed under Internal Revenue Code Section 162(m), payout of incentives under the Plan will be based solely on the achievement of the funding goals in order preserve the deduction of any payouts they receive under the Plan.  The CGN Committee has discretion to lower actual payouts for the named executive officers as deemed appropriate based on achievement of applicable business unit financial, safety and operating and stewardship goals established for other officers and employees, as described below.

For all officers, 5% of any funded payout is subject to the achievement of safety goals.  For all officers other than the Chief Executive Officer and Chief Financial Officer, another 30% of a funded payout is subject to the achievement of that officer’s business unit financial goal.  Certain officers including the President and Chief Nuclear Officer have an additional 25% of their payout subject to operating and stewardship goals unique to their business and/or responsibilities.

The Plan includes a provision granting the CGN Committee discretion to require repayment of payouts made to any participant who engages in fraudulent or intentional misconduct that directly causes the need for a restatement of Dominion’s financial statements or who engages in fraudulent or intentional misconduct related to or materially affecting the company’s business operations.

2009 Long-Term Incentive Program

On January 26, 2009, the CGN Committee approved the 2009 Long-Term Incentive Program (the “Program”) for its officers, including its named executive officers.  The Program is being awarded pursuant to Dominion’s 2005 Incentive Compensation Plan and consists of two components of equal value: a restricted stock grant and a cash-based performance grant. The restricted stock is subject to a three-year cliff vesting period, while payout of the performance grant will be based on the achievement of three performance metrics: total shareholder return relative to the company’s peer group (weighted 50%), return on invested capital (weighted 40%) and book value per share (weighted 10%).  Payout on the performance grant will be made by March 15, 2011, with the amount of the award to vary depending on the level of achievement of the performance metrics.  The Program includes a provision granting the CGN Committee discretion to require repayment of cash-based performance payouts made to any officer who engages in fraudulent or intentional misconduct that directly causes the need for a restatement of Dominion’s financial statements or who engages in fraudulent or intentional misconduct related to or materially affecting the company’s business operations.

The description of the Program is a summary only and is qualified by reference to the 2009 Performance Grant Plan and form of 2009 Restricted Stock Award Agreement, which are filed as Exhibits 10.1 and 10.2, respectively.

2007 Performance Grants

On January 26, 2009, the CGN Committee approved and authorized the payment of cash performance grant awards pursuant to the terms of the 2007 Long-Term Compensation Program (2007 LTIP) for its officers, including its named executive officers. The performance grants were awarded on April 3, 2007 and were denominated as a target award with actual payout ranging from 0-200% of the target based on the achievement of two evenly weighted performance metrics during a two-year performance period that ended December 31, 2008; total shareholder return relative to the company’s 2007 peer group and return on invested capital.  A form of the 2007 Performance Grant Agreement is filed as Exhibit 10.2 to Dominion's 8-K filed on April 5, 2007.  The CGN Committee certified the level of achievement of the performance metrics and, in determining the amount of the actual performance grant payouts, exercised its negative discretion in lowering payout levels permitted for the named executive officers under the terms of their agreements by12% so that such payments were consistent with the payout levels for other officers.

Item 9.01 Financial Statements and Exhibits.

Exhibit
10.1	2009 Long-Term Compensation Program – 2009 Performance Grant Plan
10.2	2009 Long-Term Compensation Program – Form of 2009 Restricted Stock Award Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DOMINION RESOURCES, INC.

Registrant

 /s/Carter M. Reid

Carter M. Reid

Vice President – Governance and Corporate Secretary

Date:  January 29, 2009

EX-10.1

Exhibit 10.1

DOMINION RESOURCES, INC.

2009 PERFORMANCE GRANT PLAN

1.           Purpose.   The purpose of the 2009 Performance Grant Plan (the “Plan”) is to set forth the terms of 2009 Performance Grants awarded by Dominion Resources, Inc., a Virginia Corporation (the “Company”) pursuant to the Dominion Resources, Inc. 2005 Incentive Compensation Plan and any amendments thereto.  This Plan contains the Performance Goals for the awards, the Performance Criteria, the target and maximum amounts payable and other applicable terms and conditions.

2.           Definitions.  Capitalized terms used in this Plan not defined in this Section 2 will have the meaning assigned to such terms in the Dominion Resources, Inc. 2005 Incentive Compensation Plan.

a.           Cause.  For purposes of this Plan, the term “Cause” will have the meaning assigned to that term under a Participant’s Employment Continuity Agreement with the Company, as such Agreement may be amended from time to time.

b.           Date of Grant.  February 2, 2009.

c.           Disability or Disabled.  The Committee will determine whether or not a Disability exists and its determination will be conclusive and binding on the Participant. To the extent a Performance Grant is subject to Code Section 409A, the Committee’s determination will be made in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(4).

d.           Participant.  An officer of the Company or a Dominion Company who receives a Performance Grant on the Date of Grant.

e.           Performance Period.  The 24-month period beginning on January 1, 2009 and ending on December 31, 2010.

f.           Retire or Retirement.  For purposes of this Plan, the term Retire or Retirement means a voluntary termination of employment on a date when the Participant is eligible for early or normal retirement benefits under the terms of the Dominion Pension Plan, or would be eligible if any crediting of deemed additional years of age or service applicable to the Participant under the Company’s Benefit Restoration Plan or New Benefit Restoration Plan was applied under the Dominion Pension Plan, as in effect at the time of the determination.  Notwithstanding the foregoing, a Participant will not be treated as eligible for retirement benefits for purposes of this Plan if the Chief Executive Officer of the Company determines, in his sole discretion, that the Participant’s retirement is detrimental to the Company.

h.           Target Amount.  The dollar amount designated on the Participant’s Performance Grant.

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3.           Performance Grants.  A Participant will receive a written notice of the amount designated as the Participant’s Target Amount for the Performance Grant payable under the terms of this Plan.  The actual payout may be from 0% to 200% of the Target Amount, depending on the achievement of the Performance Goals.

4.           Performance Achievement and Time of Payment.  Upon the completion of the Performance Period, the Committee will determine the Performance Goal achievement of each of the Performance Criteria described in Section 6.  The Company will then calculate the amount of each Participant’s Performance Grant based on such Performance Goal achievement.  Except as provided in Sections 7(b) or 8, payout of Performance Grants will be made as soon as administratively feasible after the end of the Performance Period.  In no event will payment be made later than March 15, 2011.

5.           Forfeiture.  Except as provided in Sections 7 and 8, a Participant's right to payout of a Performance Grant will be forfeited if the Participant’s employment with the Company or a Dominion Company terminates before the end of the Performance Period.

6.           Performance Goals.  Payout of Performance Grants will be based on the Performance Goal achievement described in this Section 6 of the three Performance Criteria defined in Exhibit A.

a.           TSR Performance.  Total Shareholder Return Performance (“TSR Performance”) will determine fifty percent (50%) of the Target Amount (“TSR Percentage”).  TSR Performance is defined in Exhibit A.  The TSR Percentage of the Target Amount that will be paid out, if any, is based on the following table:

	Percentage Payout
Relative TSR Performance	of TSR Percentage
Top Quartile - 75% to 100%	150% - 200%
2nd Quartile - 50% to 74.9%	100% - 149.9%
3rd Quartile - 25% to 49.9%	50% - 99.9%
4th Quartile - below 25%	0%

To the extent that the Company’s TSR Performance ranks in a percentile within the Top, 2nd or 3rd Quartiles of Relative TSR Performance, then the TSR Percentage Payout will be interpolated between the top and bottom of the Percentage Payout of TSR Percentage range for that Quartile.  No payment will be made if the TSR Performance is in the 4th Quartile, except that a payment of 25% of the TSR Percentage will be made if the Company’s TSR Performance was at least 10% on a compounded annual basis for the Performance Period.

b.           ROIC Performance.  Return on Invested Capital Performance (“ROIC Performance”) will determine forty percent (40%) of the Target Amount (“ROIC Percentage”).  ROIC Performance is defined in Exhibit A.  The ROIC Percentage of the Target Amount that will be paid out, if any, is based on the following table:

	Percentage Payout
ROIC Performance	of ROIC Percentage
9.26% and above	200%
9.06% - 9.25%	150% - 199.9%
8.86% - 9.05%	100% - 149.9%
8.66% - 8.85%	50% - 99.9%
Below 8.66%	0%

To the extent that the Company’s ROIC Performance is greater than 8.66% and less than 9.26%, the ROIC Percentage payout will be interpolated between the top and bottom of the applicable Percentage Payout of ROIC Percentage range set forth above.

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c.           Book Value per Share Performance.  Book Value per Share Performance (“Book Value Performance”) will determine ten percent (10%) of the Target Amount (“Book Value Percentage”).  Book Value Performance is defined in Exhibit A. The Book Value Percentage of the Target Amount that will be paid out, if any, is based on the following table:

Book Value	Percentage Payout of
Performance	Book Value Percentage
$22.66 and above	200%
$22.16 - $22.65	150% - 199.9%
$21.66 - $22.15	100% - 149.9%
$21.16 - $21.65	50% - 99.9%
Below $21.16	0%

To the extent that the Company’s Book Value Performance is greater than $21.16 and less than $22.66, the Book Value Percentage payout will be interpolated between the top and bottom of the applicable Percentage Payout of Book Value Percentage range set forth above.

7.           Retirement, Termination without Cause, Death or Disability.

a.           Retirement or Involuntary Termination without Cause.  If a Participant Retires during the Performance Period or if a Participant’s employment is involuntarily  terminated by the Company or a Dominion Company without Cause during the Performance Period and the Participant would have been eligible for a payment if the Participant had remained employed until the end of the Performance Period, the Participant will receive a pro-rated payout of the Participant’s Performance Grant multiplied by a fraction, the numerator of which is the number of months from the Date of Grant to the Participant’s termination of employment, and the denominator of which is the number of  months between the Date of Grant and December 31, 2010.  Payment will be made after the end of the Performance Period at the time provided in Section 4 based on the Performance Goal achievement approved by the Committee.  If the Participant Retires, however, no payment will be made if the Company’s Chief Executive Officer determines, in his sole discretion, that the Participant’s Retirement is  detrimental to the Company.

b.           Death or Disability.  If a Participant dies or becomes Disabled during the Performance Period, the Participant or, in the event of the Participant’s death, the Participant’s Beneficiary will receive a lump sum cash payment equal to the product of (i) and (ii) where

(i) is the predicted performance used for determining the compensation cost recognized by the Company for the Participant’s Performance Grant for the latest financial statement filed with the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q immediately prior to the event, and

(ii) is the fraction, the numerator of which is the number of months from the Date of Grant to the first day of the calendar month coinciding with or immediately following the Participant’s date of death or termination of employment due to Disability, and the denominator of which is the number of months between the Date of Grant and December 31, 2010.

Payment under this paragraph 7(b) will be made as soon as administratively feasibleafter the date of the Participant’s death or termination of employment due to Disability; provided, however, that payment will be made no earlier than six months after the Participant’s termination other than for death if the Performance Grant is subject to Code Section 409A and the Participant is a Specified Employee (within the meaning of Code Section 409A(a)(2)(B)(i)).  In the event of the Participant’s death, payment will be made to the Participant’s designated beneficiary.  If the Participant has not designated a beneficiary, the Participant’s spouse, if any, and if none the Participant’s estate shall be the beneficiary.

8.           Change of Control.  Upon a Change of Control, the Participant will receive a lump sum cash payment equal to the greater of (i) the Target Amount or (ii) the total payout that would be made at the end of the Performance Period if the predicted performance used for determining the compensation cost recognized by the Company for the Participant’s Performance Grant for the latest financial statement filed with the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q immediately prior to the Change of Control was the actual performance for the Performance Period.  Payment will be made as soon as administratively feasible following the Change of Control date and in no event later than March 15 following the calendar year in which the Change of Control date occurs.

9.           Termination for Cause.  Notwithstanding any provision of this Plan to the contrary, if the Participant’s employment with the Company is terminated for Cause, the Participant will forfeit all rights to his or her Performance Grant.

10.           Claw Back of Award Payment.

a.           Restatement of Financial Statements.  If the Company’s financial statements are required to be restated at any time within a two (2) year period following the end of the Performance Period as a result of fraud or intentional misconduct, the Committee may, in its discretion, based on the facts and circumstances surrounding the restatement, direct the Company to withhold payment, or if payment has been made, to recover all or a portion of a Performance Grant payout from any Participant whose conduct directly caused or partially caused the need for the restatement.

b.           Fraudulent or Intentional Misconduct.  If the Company determines that a Participant has engaged in fraudulent or intentional misconduct related to or materially affecting the Company’s business operations or the Participant’s duties at the Company, the Committee may, in its discretion, based on the facts and circumstances surrounding the misconduct, direct the Company to withhold payment, or if payment has been made, to recover all or a portion of a Performance Grant payout from the Participant.

c.           Recovery of Payout.  The Company reserves the right to recover a Performance Grant payout pursuant to this Section 10 by (i) seeking repayment from the Participant; (ii) reducing the amount that would otherwise be payable to the Participant under another Company benefit plan or compensation program to the extent permitted by applicable law; (iii) withholding future annual and long-term incentive awards or salary increases; or (iv) taking any combination of these actions.

d.           No Limitation on Remedies.   The Company’s right to recover a Performance Grant payout pursuant to this Section 10 shall be in addition to, and not in lieu of, actions the Company may take to remedy or discipline a Participant’s misconduct including, but not limited to, termination of employment or initiation of a legal action for breach of fiduciary duty.

11.           Miscellaneous.

a.           Nontransferability.  Except as provided in Sections 7(b) or 8, a Performance Grant is not transferable and is subject to a substantial risk of forfeiture until the end of the Performance Period.

b.           No Right to Continued Employment.  A Performance Grant does not confer upon a Participant any right with respect to continuance of employment by the Company, nor will it interfere in any way with the right of the Company to terminate a Participant's employment at any time.

c.           Tax Withholding.  The Company will withhold Applicable Withholding Taxes from the payout of Performance Grants.

d.           Application of Code Section 162(m).  Performance Grants are intended to constitute “qualified performance-based compensation” within the meaning of section 1.162-27(e) of the Income Tax Regulations.  The Committee will certify the Performance Criteria.  To the maximum extent possible, this Plan will be interpreted and construed in accordance with this subsection 11(d).

e.           Negative Discretion.  Pursuant to Section 6(b) of the 2005 Incentive Compensation Plan, the Committee retains the authority to exercise negative discretion to reduce payments under this Plan as it deems appropriate.

f.           Governing Law.  This Plan shall be governed by the laws of the Commonwealth of Virginia, without regard to its choice of law provisions.

g.           Conflicts.  In the event of any material conflict between the provisions of the 2005 Incentive Compensation Plan and the provisions of this Plan, the provisions of the 2005 Incentive Compensation Plan will govern.

h.           Participant Bound by Plan.  By accepting a Performance Grant, a Participant acknowledges receipt of a copy of this Plan and the 2005 Incentive Compensation Plan document and Prospectus, which are accessible on the Company Intranet, agrees to be bound by all the terms and provisions thereof.

i.           Binding Effect.   This Plan will be binding upon and inure to the benefit of the legatees, distributes, and personal representatives of Participants and any successors of the Company.

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EXHIBIT A

DOMINION RESOURCES, INC.

2009 PERFORMANCE GRANT PLAN

PERFORMANCE CRITERIA

Total Shareholder Return

The TSR Performance will be measured based on where the Company’s total shareholder return during the Performance Period ranks in relation to the total shareholder returns of the Comparison Companies during such period.  In general, Total Shareholder Return consists of the difference between the value of a share of common stock at the beginning and end of the Performance Period, plus the value of dividends paid as if reinvested in stock and other appropriate adjustments for such events as stock splits.  For purposes of TSR Performance, the total shareholder return of the Company and the Comparison Companies will be the total shareholder return as calculated by Bloomberg L.P.  As soon as practicable after the completion of the Performance Period, the total shareholder returns of the Comparison Companies will be obtained from Bloomberg L.P. and ranked from highest to lowest.  The Company’s total shareholder return will then be ranked in terms of which percentile it would have placed in among the Comparison Companies.

The Comparison Companies are:

Ameren Corporation	FirstEnergy Corporation
American Electric Power Company, Inc.	FPL Group, Inc.
Constellation Energy Group, Inc.	Nisource Inc.
DTE Energy	PPL Corporation
Duke Energy Corporation	Progress Energy, Inc.
Entergy Corporation	Public Service Enterprise Group Incorporated
Exelon Corporation	Southern Company

If a Comparison Company ceases to be a publicly traded entity, is acquired by another entity, or is merged out of existence during the Performance Period, the Comparison Company will be removed from the list of Comparison Companies.

Return on Invested Capital

Return on Invested Capital (ROIC)

The following terms are used to calculate ROIC for purposes of the 2009 Performance Grants:

ROIC means Total Return divided by Average Invested Capital.  Performance will be calculated for the two successive fiscal years within the Performance Period, added together and then divided by two to arrive at an annual average ROIC for the Performance Period.

Total Return means Operating Earnings plus After-tax Interest & Related Charges, all determined for the two successive fiscal years within the Performance Period.

Operating Earnings means operating earnings (as disclosed on the Company’s earnings report furnished on Form 8-K for the applicable fiscal year) without taking into account the impact of potential outcomes that could be prescribed by regulation under Virginia law that are different than the assumptions included in the Company’s actual 2009 budget and the projected 2010 budget calculations in effect immediately prior to the Date of Grant, as described below.

Average Invested Capital means the Average Balances for Long & Short-term Debt plus Preferred Equity plus Common Shareholders’ Equity (as calculated based on the exclusion of the items described below).  The Average Balances for a year are calculated by performing the calculation at the end of each month during the fiscal year plus the last month of the prior fiscal year and then averaging those amounts over 13 months.

Common Shareholders’ Equity will be calculated by excluding (i) accumulated other comprehensive income (as shown on the Company’s financial statements during the Performance Period); (ii) impacts from changes in accounting principles that were not prescribed as of the Date of Grant; and (iii) the impact of potential outcomes that could be prescribed by regulation under Virginia law that are different than the assumptions included in the Company’s actual 2008 budget and the projected 2009 budget calculations in effect immediately prior to the Date of Grant, as described below.

Actual 2009 budget and Projected 2010 budget assumptions:

Virginia law provides for the Virginia State Corporation Commission (the SCC) to initiate a base rate case during the first six months of 2009.  As a result, the SCC may order a credit to customers if Virginia Electric and Power Company is found to have earnings more than 50 basis points above the established return on equity.  Because the Company cannot predict the outcome of future rate action taken by the SCC, the actual 2009 budget and projected 2010 budget calculations in effect immediately prior to the date of grant exclude the impact of potential credits to customers.

Book Value per Share

Book Value per Share Performance will be calculated as Common Shareholders’ Equity (as calculated based on the exclusion of the items described below) divided by the number of outstanding, unrestricted shares at December 31, 2010.

Common Shareholders’ Equity will be calculated by excluding (i) accumulated other comprehensive income (as shown on the Company’s financial statements during the Performance Period); (ii) impacts from changes in accounting principles that were not prescribed as of the Date of Grant; and (iii) the impact of potential outcomes that could be prescribed by regulation under Virginia law that are different than the assumptions included in the Company’s actual 2009 budget and the projected 2010 budget calculations in effect immediately prior to the Date of Grant, as described below.

Actual 2009 budget and Projected 2010 budget assumptions:

Virginia law provides for the Virginia State Corporation Commission (the SCC) to initiate a base rate case during the first six months of 2009.  As a result, the SCC may order a credit to customers if Virginia Electric and Power Company is found to have earnings more than 50 basis points above the established return on equity.  Because the Company cannot predict the outcome of future rate action taken by the SCC, the actual 2009 budget and projected 2010 budget calculations in effect immediately prior to the date of grant exclude the impact of potential credits to customers.

EX-10.2

Exhibit 10.2

DOMINION RESOURCES, INC.

RESTRICTED STOCK AWARD AGREEMENT

THIS AGREEMENT, dated February 2, 2009, between Dominion Resources, Inc., a Virginia Corporation (the "Company") and [Insert Name] ("Participant"), is made pursuant and subject to the provisions of the Dominion Resources, Inc. 2005 Incentive Compensation Plan and any amendments thereto (the "Plan").  All terms used in this Agreement that are defined in the Plan have the same meaning given to such terms in the Plan.

1. Award of Stock.  Pursuant to the Plan, [Insert Number] shares of Company Stock (the “Restricted Stock”) were awarded to the Participant on February 2, 2009 (“Date of Grant”), subject to the terms and conditions of the Plan, and subject further to the terms and conditions set forth in this Agreement.

2. Vesting.  Except as provided in Paragraphs 3, 4, 5 or 6, one hundred percent (100%) of the shares of Restricted Stock awarded under this Agreement will vest on February 1, 2012 (the “Vesting Date”).

3. Forfeiture.  Except as provided in Paragraphs 4 or 5, the Participant will forfeit any and all rights in the Restricted Stock if the Participant’s employment with the Company or a Dominion Company terminates for any reason prior to the Vesting Date.

4. Death, Disability, Retirement or Involuntary Termination without Cause.  If the Participant dies, becomes Disabled, or Retires (as such term is defined in Paragraph 7(e)) before the Vesting Date or if the Participant’s employment is involuntarily terminated by the Company or a Dominion Company without Cause (as defined in the Employment Continuity Agreement between the Participant and the Company) before the Vesting Date, the Participant will become vested in the number of shares of Restricted Stock awarded under this Agreement multiplied by a fraction, the numerator of which is the number of months from the Date of Grant to the first day of the month coinciding with or immediately following the date of the Participant’s termination of employment, and the denominator of which is the number of months from the Date of Grant to the Vesting Date.  If the Participant Retires, however, the Participant’s Restricted Stock will not vest if the Company’s Chief Executive Officer determines that the Participant’s Retirement is detrimental to the Company.  The vesting will occur on the first day of the calendar month coinciding with or immediately following the date of the Participant’s termination of employment due to death, Disability, Retirement, or termination by the Company without Cause.  Any shares of Restricted Stock that do not vest in accordance with this Paragraph 4 will be forfeited.

5. Change of Control.  Upon a Change of Control prior to the Vesting Date, the Participant’s rights in the Restricted Stock will become vested as follows:

a. A portion of the Restricted Stock will be immediately vested equal to the number of shares of Restricted Stock awarded under Paragraph 1 multiplied by a fraction, the numerator of which is the number of months from the Date of Grant to the Change of Control date, and the denominator of which is the number of months from the Date of Grant to the Vesting Date.

b. Unless previously forfeited, the remaining shares of Restricted Stock will become vested after a Change of Control at the earliest of the following events and in accordance with the terms described in subparagraphs (i) through (iii) below:

(i) Vesting Date.  All remaining shares of Restricted Stock will become vested on the Vesting Date.

(ii) Death, Disability or Retirement.  If the Participant dies, becomes Disabled or Retires (as defined in Paragraph 7(e)), the Participant will become vested in the remaining shares of Restricted Stock multiplied by a fraction, the numerator of which is the number of  months from the Change of Control date to the first day of the calendar month coinciding with or immediately following the Participant’s termination of employment, and the denominator of which is the number of months from the Change of Control date to the Vesting Date. If the Participant Retires, however, the Participant’s Restricted Stock will not vest if the Company’s Chief Executive Officer, in his sole discretion, determines that the Participant’s Retirement is detrimental to the Company.  The vesting will occur on the first day of the calendar month coinciding with or immediately following the Participant’s termination of employment due to death, Disability, or Retirement. Any shares of the Restricted Stock that do not vest in accordance with the terms of this subparagraph (ii) will be forfeited.

(iii) Involuntary Termination without Cause.  All remaining shares of Restricted Stock will become vested upon the Participant’s involuntary termination by the Company without Cause, including Constructive Termination, as such terms are defined by the Employment Continuity Agreement between the Participant and the Company.

6. Termination for Cause.  Notwithstanding any provision of this Agreement to the contrary, if the Participant’s employment with the Company is terminated for Cause (as defined by the Employment Continuity Agreement between the Participant and the Company), the Participant will forfeit all Restricted Stock shares awarded pursuant to this Agreement.

7. Terms and Conditions.

a. Nontransferability. Except as provided in Paragraphs 4 or 5, the Restricted Stock shares are not transferable and are subject to a substantial risk of forfeiture until the Vesting Date.

b. Stock Power.  As a condition of accepting this award, the Participant hereby assigns and transfers the shares of Restricted Stock granted pursuant to this Agreement to Dominion Resources, Inc., and hereby appoints Dominion Resources Services, Inc. as attorney to transfer said shares on its books.

c. Custody of Shares.  The Company will retain custody of the shares of Restricted Stock.

d. Shareholder Rights.  The Participant will have the right to receive dividends and will have the right to vote the shares of Restricted Stock awarded under Paragraph 1, both vested and unvested.

e. Retirement.  For purposes of this Agreement, the term Retire or Retirement means a voluntary termination when the Participant is eligible for early or normal retirement benefits under the terms of the Dominion Pension Plan, or would be eligible if any crediting of deemed additional years of age or service applicable to the Participant under the Company’s Benefit Restoration Plan or New Benefit Restoration Plan was applied under the Pension Plan, as in effect at the time of the determination, unless the Company’s Chief Executive Officer determines, in his sole discretion, that the Participant’s retirement is detrimental to the Company.

f. Delivery of Shares.

(i) Share Delivery.  As soon as administratively feasible after the Vesting Date or after Restricted Shares have become vested due to the occurrence of an event described in Paragraph 4 or 5, the Company will deliver to the Participant (or in the event of the Participant’s death, the Participant’s Beneficiary) the appropriate number of shares of Company Stock.  The Company will also cancel the stock power covering such shares.  If the Participant has not designated a beneficiary, the Participant’s spouse, if any, and if none the Participant’s estate shall be the beneficiary.

(ii) Withholding of Taxes.  No Company Stock will be delivered until the Participant (or the Participant’s beneficiary) has paid to the Company the amount that must be withheld under federal, state and local income and employment tax laws (the "Applicable Withholding Taxes") or the Participant and the Company have made satisfactory arrangements for the payment of such taxes.  Unless the Participant makes an alternative election, the Company will retain the number of shares of Restricted Stock (valued at their Fair Market Value) required to satisfy the Applicable Withholding Taxes.  As an alternative to the Company retaining shares, the Participant or the Participant’s beneficiary may elect to (i) deliver Mature Shares (valued at their Fair Market Value) or (ii) make a cash payment to satisfy Applicable Withholding Taxes.  Fair Market Value will be determined based on the closing price of Company Stock on the business day immediately preceding the date the Restricted Stock shares become vested.

g. Fractional Shares.  Fractional shares of Company Stock will not be issued.

h. No Right to Continued Employment.  This Restricted Stock Award does not confer upon the Participant any right with respect to continuance of employment by the Company or a Dominion Company, nor shall it interfere in any way with the right of the Company or a Dominion Company to terminate the Participant's employment at any time.

i. Change in Capital Structure.  The number and fair market value of shares of Restricted Stock awarded by this Agreement shall be automatically adjusted as provided in Section 15 of the Plan if the Company has a change in capital structure.

j. Governing Law.  This Agreement shall be governed by the laws of the Commonwealth of Virginia, other than its choice of law provisions.

k. Conflicts.  In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall govern.  All references in this Agreement to the Plan shall mean the plan as in effect on the Date of Grant.

l. Participant Bound by Plan.  By accepting this Agreement, Participant hereby acknowledges receipt of a copy of the Prospectus and Plan document accessible on the Company Intranet and agrees to be bound by all the terms and provisions thereof.

m. Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of the Participant and any successors of the Company.