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) May 24, 2005

Dominion Resources, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Virginia
(State or other jurisdiction
of incorporation) 1-8489
(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 1.01 Entry into a Material Definitive Agreement

On May 24, 2005, the Organization, Compensation and Nominating (OCN) Committee of Dominion Resources, Inc. (the Company) recommended to the Board of Directors, and the Board approved, an amendment to the employment agreement of the Company's Chief Executive Officer, Mr. Thos. E. Capps. The Company and Mr. Capps entered into the agreement on May 26, 2005.

The amendment, intended to facilitate a smooth transition of management, extends Mr. Capps' employment as chief executive officer through the 2006 annual meeting, unless Mr. Capps voluntarily retires before such date. The amendment secures Mr. Capps' service as a consultant for three years following his retirement, during which time he agrees not to compete with the Company or solicit any of its employees.

Mr. Capps will receive $25,000 a month for his consulting services, but will not be compensated for his service as a member of the Board. During the consultancy period, he is eligible only for the following perquisites which he currently receives as an officer of the Company: (a) office space and secretarial support, (b) information technology, a home security system and an automobile allowance comparable to an executive officer of the Company, (c) dues for one country club and (d) use of the Company aircraft in accordance with current Company practices and policies.

The amended agreement does not increase Mr. Capps' base salary during the term of his employment. However, it does make several changes from the existing agreement. The amended agreement continues to provide that, during his employment, Mr. Capps will continue to be eligible for the Company's annual incentive award; however, if Mr. Capps resigns prior to January 1, 2006, he will receive a single lump sum cash payment equal to his 2005 target cash award in lieu of the annual award. The Company has previously committed to pay premiums on a life insurance policy for Mr. Capps under its Executive Life Insurance Program. The amended agreement provides that, in lieu of premiums, the Company will pay Mr. Capps an amount equal to the projected future premiums for five years so that he can purchase such other insurance, if any, as he deems appropriate.

The amended agreement also provides for a restricted stock grant of 57,098 shares of common stock to Mr. Capps who will then no longer be eligible to receive any additional long-term incentive awards. The OCN Committee recommended and the Board approved this restricted stock grant to Mr. Capps, effective May 26, 2005. The stock vests over a three-year period, one-third each year; however, the restricted stock will be forfeited if Mr. Capps does not fulfill certain responsibilities under the agreement as an employee or consultant, or if he breaches the non-competition or non-solicitation provisions of the agreement. The restricted stock does not vest upon retirement, but will vest upon the death or disability of Mr. Capps.

This description of the Employment Agreement Amendment is a summary only and is qualified by reference to the Employment Agreement Amendment which is filed as Exhibit 10.1. Also, the restricted stock grant referred to herein is filed as Exhibit 10.2.

Item 9.01 Financial Statements and Exhibits

Exhibit
10.1	Employment Agreement dated September 20, 2002 between Dominion Resources and Thos. E. Capps (Exhibit 10.1, Form 10-Q for the quarter ended September 30, 2002, File No. 1-8489, incorporated by reference) including supplemental letter, dated February 27, 2003 (Exhibit 10.22, Form 10-K for the fiscal year ended December 31, 2002, File No. 1-8489, incorporated by reference); Amendment to Employment Agreement dated May 26, 2005 between Dominion Resources, Inc. and Thos. E. Capps (filed herewith).
10.2	Restricted stock award agreement dated May 26, 2005 between Dominion Resources, Inc. and Thos. E. Capps (filed herewith).

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/ James F. Stutts          
James F. Stutts
Vice President and General Counsel

Date: May 31, 2005

EX-10.1

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made as of May 26, 2005, between DOMINION RESOURCES, INC. (the "Company") and THOS. E. CAPPS (the "Executive").

RECITALS:

The Board of Directors of the Company (the "Board of Directors") recognizes that outstanding management of the Company is essential to advancing the best interests of the Company, its shareholders and its subsidiaries. To accomplish this and other objectives, the Organization, Compensation and Nominating Committee of the Board of Directors (the "Committee") has recommended, and the Board of Directors has approved, entering into this Amendment to the existing employment agreement with the Executive dated September 30, 2002 (the "Agreement"). The Company acknowledges that the Executive is eligible to retire and the Company wishes to retain the continuing services of the Executive under the terms as provided in this Amendment. The Company and the Executive are entering into this Amendment to recognize the Executive's extraordinary past services to the Company, to induce the Executive to remain an employee of the Company, and to provide access to the Executive's services following the Executive's retireme nt, including during a management transition period. The Executive has agreed to continue to be employed by the Company and to provide services following his retirement under the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and the mutual undertakings contained in this Amendment, the parties agree as follows:

1. Section 1 of the Agreement is amended to read as follows:

"1. Employment. The Company will employ the Executive, and the Executive will continue in the employment of the Company, as Chief Executive Officer for the period beginning on April 23, 2005 and ending on the earlier of the date of the Company's annual meeting of shareholders in 2006 or upon the Executive's voluntary retirement (the "Term of this Agreement"), according to the terms of this Agreement."

2. Section 2 of the Agreement is amended by deleting the last sentence.

3. Section 4(a)(ii) of the Agreement is amended to read as follows:

"The Executive will be entitled to receive annual incentive awards based on the Executive's job performance, if and to the extent that the Board of Directors determines that the Executive's performance merits payment of an award, subject to Section 5(b). The Board of Directors will make its determination consistent with the methodology used by the Board of Directors for compensating its senior management employees. The Executive will not be entitled to any additional long-term incentive awards first granted after the date of the Amendment to Employment Agreement, except for the award provided for in Section 18(a)."

4. Section 4(b) of the Agreement is amended by deleting the words "cash and stock incentive plans".

5. Section 5(a)(iv) of the Agreement is amended to read as follows:

"(iv) Except for the restricted stock grant made pursuant to Section 18 of this Agreement, all restricted stock held by the Executive as of the date of termination of his employment will

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become fully vested (that is, transferable and nonforfeitable) as of the date of termination of his employment."

6. Section 5(b) of the Agreement is amended to read as follows:

"(b) In addition to the foregoing, if the Executive terminates employment before January 1, 2006, the Executive will receive a single lump sum cash payment equal to the Executive's target annual cash incentive award for the 2005 fiscal year. The lump sum payment will be in lieu of any annual cash incentive award for the 2005 fiscal year and will be paid within 30 days after the Executive's termination of employment."

7. Section 6(a) of the Agreement is amended by deleting "90 days" and replacing it with "30 days".

8. New Sections 18, 19 and 20 are added to the Agreement as follows:

"18. Restricted Stock Grant and Life Insurance.

(a) On the date of the Amendment to Employment Agreement, the Company will make a grant of restricted stock to the Executive of 57,098 shares of Company common stock. One-third of the restricted stock will vest and be fully transferable and nonforfeitable on each anniversary of the date of the Amendment to Employment Agreement in 2006, 2007 and 2008. All of the unvested restricted stock will vest and be fully transferable and nonforfeitable on the Executive's death or disability as defined in Section 7. The unvested portion of the restricted stock will be subject to the Executive's continued employment with the Company or, following the Executive's retirement, the Executive's continued performance of the consulting services provided in Section 19 and will be forfeited if, before the applicable vesting date, (i) the

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Executive ceases either to be employed by or to perform the consulting services for the Company as provided in Section 19 other than due to the Executive's death or disability, or (ii) the Company determines that the Executive has violated the provisions of Section 20(a) or (b) .

(b) The Company acknowledges that it has agreed to pay premiums on a life insurance policy for the Executive under its Executive Life Insurance Program until the policy is fully paid. The Company and the Executive agree that, effective on the date of the Amendment to Employment Agreement, in lieu of premiums under the Executive Life Insurance Program, the Company will pay the Executive an amount equal to the projected future premiums under the Executive Life Insurance Program which are $265,000 per year for five years so that the Executive can purchase such other insurance, if any, as he determines is appropriate. The first payment will be made as of the last date of the month in which the date of the Amendment to Employment Agreement is executed and future payments will be made annually on that date.

19. Post-Employment Consulting Services. The Company acknowledges that the Executive may voluntarily retire during the Term of this Agreement. Upon his termination of employment with the Company, including by voluntary retirement, the Executive agrees to provide consulting services to the Company for a period of three (3) years (the "Consulting Period."). With the Executive's consent, the Company may extend the Consulting Period annually by an additional year by providing a notice at least 30 days before the end of the Consulting Period (as it may have been previously extended). The consulting services will consist of the Executive's

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cooperation with the Company in the transition of management of the Company following the Executive's retirement and such other special projects and activities as may be requested by the Board of Directors or the Chief Executive Officer and agreed to by the Executive, which agreement may not be unreasonably withheld by the Executive. In addition, if elected as a member of the Board of Directors and as non-executive Chairman of the Board, the Executive also agrees to serve as non-executive Chairman of the Board during the Consulting Period. In exchange for the Executive providing the consulting services and, if applicable, serving as non-executive Chairman of the Board, the Company agrees to take the following actions during the Consulting Period:

(a) The Company will pay the Executive the amount of $25,000 per month, payable in monthly installments in arrears. While he is receiving these monthly payments, the Executive agrees that he will not be eligible for any compensation for service on the Board of Directors and that he will not participate in the Dominion Resources, Inc. Non-Employee Directors Compenstion Plan or any other Board of Directors compensation plans.

(b) The Company will provide the Executive with an appropriate office located in proximity to his current office with appropriate furnishings and secretarial support. The Company will also provide the Executive with information technology (cell phone, blackberry or similar device, computer, etc.), information technology support, home security system, and an automobile allowance comparable to executive officers of the Company. The Company will pay the dues for one country club as selected by the Executive. The Executive will be entitled to use Company aircraft on Company business under the Company's aircraft policies and to personal use of

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Company aircraft based on the Company policies for personal use by senior executives as in effect from time to time. The Executive will be responsible for any taxes due on these benefits.

(c) To the extent required to avoid any penalties on the Executive under Section 409A of the Code, payments to the Executive under this Agreement, and under any other agreement with the Executive, upon termination of employment shall be distributed on the later of (i) the dates specified in this Agreement or any other agreement, and (ii) six (6) months and one (1) day after the date of termination.

20. Post-Employment Noncompetition and Nonsolicitation. In exchange for the payments from the Company under Section 19, the Executive and the Company agree as follows.

(a) During the Consulting Period, the Executive agrees that he will not, without the prior written consent of the Company, engage in competition with the Company by being associated with any business entity which engages in the business of providing electricity, natural gas and related services to customers in any state in which the Company provides any such services or any business entity which engages in the exploration and production of natural gas or oil in any state in which the Company engages in such activities. The Executive will be deemed to have associated with a business entity if he serves as an officer, director, consultant or in any managerial or executive position with respect to the business entity.

(b) The Executive agrees that, during the Consulting Period and for a period of two years following the termination of the Consulting Period for any

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reason, he will not solicit or attempt to solicit any employees or customers of the Company, or other persons or entities with or through whom the Company has done business, for the purpose of providing goods and services or engaging in activities in competition with the Company. The Executive agrees that, during the Consulting Period and for a period of two years following the termination of the Consulting Period for any reason, (A) he will not solicit, aid or encourage, directly or indirectly any employees of the Company to leave the Company or work elsewhere, and (B) he will not solicit, aid or encourage, directly or indirectly, any of the Company's customers to move their business from the Company or to place business elsewhere.

(c) If the Company determines that the Executive has violated the provisions of Section 20(a) or (b), the Company may immediately terminate all payments due to the Executive under Sections 18(b) and 19 and the Executive shall have no further rights to any payments under Sections 18(b) and 19."

9. Except to the extent specifically amended by this Amendment, the Agreement shall remain in full force and effect.

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WITNESS the following signatures.

	DOMINION RESOURCES, INC
	By: /s/ Frank S. Royal                                     Frank S. Royal,           Chairman, Organization, Compensation           and Nominating Committee
Dated: May 26, 2005
	Thos. E. Capps        /s/ Thos. E. Capps
Dated May 26, 2005

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EX-10.2

Exhibit 10.2

Dominion Resources, Inc.
Restricted Stock Award Agreement

     THIS AGREEMENT, dated May 26, 2005, between DOMINION RESOURCES, INC., a Virginia Corporation (the "Company") and Thos. E. Capps ("Participant"), is made pursuant and subject to the provisions of the Dominion Resources, Inc. 2005 Incentive Compensation Plan (the "Plan"). Executive and the Company entered into an amendment to Employment Agreement as of May 26, 2005 (the"Employment Agreement"), and this grant is also being made pursuant to the terms of such Agreement. All terms used herein have the same meaning given them in the Plan or Employment Agreement as the case may be.

1.     Award of Stock. Pursuant to the Plan, 57,098 shares of Company Stock (the "Restricted Stock") were awarded the Participant on May 26, 2005, subject to the terms and conditions of the Plan, and subject further to the terms and conditions set forth herein and attached hereto.

2.     Terms and Conditions.

1. Forfeiture. The Participant's rights in any unvested shares of the Restricted Stock are subject to forfeiture if he breaches or fails to satisfy certain provisions of his Employment Agreement, including the non-competition provisions of such agreement.
2. Nontransferability. Except as provided in paragraph 3, no rights in the shares of Restricted Stock are transferable until vested.
3. Stock Power. As a condition to receipt of this award, the Participant shall deliver to the Company a stock power, endorsed in blank, with respect to the Restricted Stock.
4. Custody of Certificates. The Company shall retain custody of the stock certificates evidencing shares of the Restricted Stock.
5. Vesting.

19,032 shares shall vest on May 26,2006;
19,033 shares shall vest on May 26, 2007; and
19,033 shares shall vest on May 26, 2008;

          subject to the terms of the Employment Agreement and other provisions herein.

3.     Death or Disability. The Participant's rights in any unvested shares of Restricted Stock shall become nonforfeitable and transferable as of the date of his death or Disability as defined in the Employment Agreement.

4.     Shareholder Rights. With respect to Restricted Stock, the Participant shall have the right to receive dividends and shall have the right to vote shares of Restricted Stock.

5.     Delivery of Shares.

1. Share Delivery. As soon as practicable after the requirements of paragraph 2 or 3 are satisfied, the Company will deliver the Participant the appropriate number of shares of Company Stock. The Company will also either cancel or deliver to the Participant the stock power covering such shares.
2. Withholding of Taxes. No Company Stock will be delivered until the Participant (or his successor) 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 provision for the payment of such taxes. As an alternative to making a cash payment to satisfy the Applicable Withholding Taxes, the Participant or his successor may elect to (i) deliver Mature Shares (valued at their Fair Market Value) or (ii) to have the Company retain that number of shares of Restricted Stock (valued at their Fair Market Value) that would satisfy the Applicable Withholding Taxes.

6.     Fractional Shares. A fractional share of Company Stock shall not be issued and any fraction shall be disregarded.

7.     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.

8.     Change in Capital Structure. The terms of the Restricted Stock Award shall be adjusted as provided in Section 15 of the Plan if the Company has a change in capital structure.

9.     Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia.

10.   Conflicts. In the event of any conflict between the provisions of the Plan as in effect on the date of the award and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the plan as in effect on the date of the award of Restricted Stock.

11.   Participant Bound by Plan. Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.

12.   Binding Effect. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of the Participant and the successors of the Company.

IN WITNESS WHEREOF the Company has caused this Agreement to be signed by a duly authorized officer, and Participant has affixed his signature hereto.

Dominion Resources, Inc.

By:      /s/ Dr. Frank S. Royal                           
       Dr. Frank S. Royal
       Chairman
       Dominion Resources, Inc. Organization,        Compensation and Nominating
       Committee

Agreed and Accepted:

     /s/ Thos. E. Capps                      
Thos. E. Capps