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) March 30, 2007

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.

Compensatory Arrangements of Certain Officers.

On March 30, 2007, the Dominion Resources, Inc. (Dominion) Compensation, Governance and Nominating (CGN) Committee approved the 2007 Long-Term Compensation Program (the “Program”) for its officers, including those officers named in Dominion’s 2007 Proxy Statement. 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 two performance metrics: total shareholder return versus the 2007 peer group and return on invested capital. Payout on the performance grant will be made by March 15, 2009, with the amount of the award to vary depending on the level of achievement of the performance metrics. The Forms of Restricted Stock Grant and Performance Grants under the Program are included as Exhibits 10.1 and 10.2.

Also on March 30, 2007, the CGN Committee approved a separate 2007 Long-Term Compensation Program for the President and Chief Executive Officer of Dominion Exploration & Production, Inc. (the “E&P Program”). The E&P Program is being awarded pursuant to Dominion’s 2005 Incentive Compensation Plan and consists of two components: a restricted stock grant and a cash-based performance grant. The restricted stock is subject to a one year vesting period, while the payout of the performance grant will be based on the achievement of funding and payout goals established for the Dominion Exploration & Production segment under Dominion’s 2007 Annual Incentive Plan. Payout on the performance grant will be made by March 15, 2008, with the amount of the award to vary depending on the level of achievement of the performance metrics. The Forms of Restricted Stock Grant and Performance Grants under the E&P Program are included as Exhibits 10.3 and 10.4.

Item 9.01.  Financial Statements and Exhibits.

Exhibit
10.1	2007 Long-Term Compensation Program - Form of Restricted Stock Grant
10.2	2007 Long-Term Compensation Program - Form of Performance Grant
10.3	2007 Long-Term Compensation Program (E&P) Form of Restricted Stock Grant
10.4	2007 Long-Term Compensation Program (E&P) Form of Performance Grant

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/Patricia A. Wilkerson

Patricia A. Wilkerson

Vice President and Corporate

Secretary

Date: April 5, 2007

EX-10.1

         Exhibit 10.1

Dominion Resources, Inc.

Restricted Stock Award Agreement

THIS AGREEMENT, dated April 3, 2007, between DOMINION RESOURCES, INC., a Virginia Corporation (the "Company") and _________("Participant"), is made pursuant and subject to the provisions of the Dominion Resources, Inc. 2005 Incentive Compensation Plan (the "Plan"). If not defined herein, all terms used in this Agreement have the same meaning given them in the Plan.

1. Award of Stock. Pursuant to the Plan, ______ shares of Company Stock (the “Restricted Stock”) were awarded the Participant on April 3, 2007 (“Date of Grant”), subject to the terms and conditions of the Plan, and subject further to the terms and conditions set forth herein and attached hereto.

2. Vesting. Except as provided in paragraphs 4 or 5, the shares of Restricted Stock that have not been previously forfeited shall vest according to the following schedule:

_________ shares will vest on April 3, 2010 (“Vesting Date”).

3. Forfeiture. Except as provided in paragraphs 4 or 5, the Participant's rights in the Restricted Stock shall be forfeited if the Participant’s employment with the Company or a Dominion Company terminates prior to the Vesting Date shown above.

4. Death, Disability, Retirement or Termination without Cause. If before the Vesting Date, the Participant dies, becomes Disabled, Retires or is terminated without Cause (as such term is defined in the Employment Continuity Agreement between the Participant and the Company), the Participant’s rights in a portion of the Restricted Stock shall become vested equal to the number of shares of Restricted Stock times the fraction of (A) the number of complete calendar months from the Date of Grant to the Participant’s termination of employment divided by (B) the total number of months from the Date of Grant to the Vesting Date. However, in the event of Retirement, such vesting of the Participant’s Restricted Stock shall be conditioned upon the determination by the Company’s Chief Executive Officer, in his sole discretion, that the Participant’s Retirement is not detrimental to the Company. The vesting will occur as of the date of death, Disability, Retirement or termination without Cause and any shares of the Restricted Stock which do not vest in accordance with the above terms of this paragraph 4 shall be deemed forfeited.

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

a. A portion of the Restricted Stock will be immediately vested equal to the number of shares of Restricted Stock times the fraction of (A) the number of complete calendar months from the Date of Grant until the date of Change of Control divided by (B) the total number of months from the Date of Grant to the Vesting Date.

b. Unless previously forfeited, the remaining shares of Restricted Stock shall 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 be vested at the Vesting Date.

(ii) Death, Disability or Retirement. If the Participant dies, becomes Disabled or Retires, the Participant’s rights in the remaining shares of Restricted Stock shall become vested equal to the number of shares of Restricted Stock times the fraction of (A) the number of complete calendar months from the date of Change of Control to the Participant’s termination of employment divided by (B) the total number of months from the date of Change of Control to the Vesting Date. However, in the event of Retirement, such vesting of the Participant’s Restricted Stock shall be conditioned upon the determination by the Company’s Chief Executive Officer, in his sole discretion, that the Participant’s Retirement is not detrimental to the Company. The vesting will occur as of the date of death, Disability or Retirement, and any shares of the Restricted Stock which do not vest in accordance with the above terms of this subparagraph (ii) shall be deemed forfeited.

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

6. Terms and Conditions.

a. Nontransferability. Except as provided in paragraphs 4 or 5, no rights in the shares of Restricted Stock are transferable until the Vesting Date.

b. 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.

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

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

e. Retirement. For purposes of this Agreement, the term Retire or Retirement means termination when the Participant is eligible for early, normal or delayed retirement as defined in the Dominion Pension Plan, or would be eligible if any crediting of deemed additional years of age and/or service applicable to the Participant under the Company’s Benefit Restoration Plan or New Benefit Restoration Plan were applied under the Pension Plan, as in effect at the time of the determination.

f. Delivery of Shares.

(i) Share Delivery. As soon as practicable after the Vesting Date or after the requirements of paragraphs 4 or 5 are satisfied, the Company will deliver to the Participant the appropriate number of shares of Company Stock. The Company will also cancel the stock power covering such shares.

(ii) Withholding of Taxes. No Company Stock will be delivered until the Participant (or the Participant’s 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 the Participant’s successor may elect 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.

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

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 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.

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

k. 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.

l. Participant Bound by Plan. 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. 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.

    Dominion Resources, Inc.

  By: ______________________________

    Thomas F. Farrell, II

    President and Chief Executive Officer

EX-10.2

                Exhibit 10.2

Dominion Resources, Inc.

Performance Grant Agreement

THIS AGREEMENT, dated April 3, 2007, between DOMINION RESOURCES, INC., a Virginia Corporation (the "Company") and ("Participant"), is made pursuant and subject to the provisions of the Dominion Resources, Inc. 2005 Incentive Compensation Plan (the "Plan") to the extent provided below. If not used herein, all terms used in this Agreement have the same meaning given them in the Plan. The Performance Grant will be administered by the Compensation, Governance and Nominating Committee (the “CGN Committee”) of the Company’s Board of Directors.

1. Performance Grant. Pursuant to the Plan, the Participant is granted a Performance Grant at a Target Amount of on April 3, 2007 (“Date of Grant”), subject further to the terms and conditions set forth herein. The actual payout may be from 0% to 200% of the Target Amount. Payment will be made by March 15, 2009 or as soon as administratively practicable thereafter. The Performance Period for purposes of this Agreement is the period beginning January 1, 2007 and ending December 31, 2008.

2. TSR Performance Conditions

Total Shareholder Return Performance (“TSR Performance”) shall determine fifty percent (50%) of the Target Amount (“TSR Percentage”). TSR Performance is defined in Exhibit A. The Performance Period for the TSR Performance is the period beginning January 1, 2007 and ending December 31, 2008. The TSR Percentage that will be paid out, if any, is based on the following table.

	Percentage Payout of TSR Percentage
Relative TSR Performance
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 shall 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 shall be made if the Company’s TSR Performance was at least % on a compounded annual basis for the Performance Period.

3. ROIC Performance Conditions

Return on Invested Capital Performance (“ROIC Performance”) shall determine fifty percent (50%) of the Target Amount (“ROIC Percentage”). ROIC Performance is defined in Exhibit A. The Performance Period for the ROIC Performance is the period beginning January 1, 2007 and ending December 31, 2008. The ROIC Percentage that will be paid out, if any, is based on the following table.

	Percentage Payout
ROIC Performance	of ROIC Percentage
% or greater	200%
%  - %	150% - 199.9%
%  - %	100% - 149.9%
%  - %	50% - 99.9%
Below  %	0%

To the extent that the Company’s ROIC Performance is between % and %, then the ROIC Percentage payout shall be interpolated between the top and bottom of the applicable Percentage Payout of ROIC Percentage range set forth above.

The ROIC Performance may be adjusted negatively by the CGN Committee based on the Company’s performance under the final approved ROIC goals for non-executive officers for their 2007 performance grants. Any adjustments to the ROIC Performance will be communicated to the Participant when made.

4. Death, Disability, Retirement and Termination without Cause.

a. Retirement. If the Participant Retires and would have been eligible for a payment under paragraphs 2 or 3 if the Participant had remained employed until December 31, 2008, the Participant shall receive the amount determined under paragraphs 2 and/or 3 as if the Participant had remained employed times the fraction of (A) the number of completed months from the Date of Grant to the Participant’s Retirement divided by (B) the number of months between the Date of Grant and December 31, 2008. Payment shall be made at the time provided in paragraph 1.

b. Death, Disability and Termination without Cause. If during the Performance Period and before a Change of Control, the Participant dies, becomes Disabled, or is terminated without Cause (as “Cause” is defined in the Participant’s Employment Continuity Agreement), the Participant shall 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 this 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 of (A) the number of complete calendar months from the Date of Grant to the date of death, Disability and termination without Cause divided by (B) the number of months between the Date of Grant and December 31, 2008.

Payment under this paragraph 4(b) shall be made 30 days after the date of the Participant’s death or termination of employment due to Disability or termination without Cause; provided, however, that payment shall be made no earlier than six months after the Participant’s death or termination if the payment is subject to Section 409A of the Code and the Participant is a Specified Employee (within the meaning of Section 409A(a)(2)(B)(i) of the Code).

5. Change of Control. Upon a Change of Control, the Participant shall receive a lump sum cash payment, within 15 days of the Change of Control date, equal to the greater of (A) the Target Amount or (B) 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 this 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.

6. Terms and Conditions.

a. Forfeiture. Except as provided in paragraphs 4 or 5, the Participant's rights in the Performance Grant shall be forfeited if the Participant’s employment with the Company or a Dominion Company terminates before December 31, 2008.

b. Nontransferability. No rights in the Performance Grant are transferable.

c. Retirement. For purposes of this Agreement, the term Retire or Retirement means termination when the Participant is eligible for early, normal or delayed retirement as defined in the Dominion Pension Plan, or would be eligible if any crediting of deemed additional years of age and/or service applicable to the Participant under the Company’s Benefit Restoration Plan or New Benefit Restoration Plan were applied under the Pension Plan, as in effect at the time of the determination.

d. No Right to Continued Employment. This Performance Grant 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. The CGN Committee reserves the right to reduce the amount paid to a Participant below the calculated amount earned under this Performance Grant or pay no amount at all to the Participant.

e. Tax Withholding. The Company will withhold from any payment the aggregate amount of federal, state and local income and payroll taxes that the Company is required to withhold on the payment.

f. Application of Code Section 162(m). It is intended that payments for TSR Performance under this Performance Grant to a Participant who is a “covered employee” constitute “qualified performance-based compensation” within the meaning of section 1.162-27(e) of the Income Tax Regulations. The CGN Committee will certify the TSR Performance. To the maximum extent possible, this Performance Grant and the Plan shall be interpreted and construed consistent with this paragraph 6(f).

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

h. 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 Performance Grant, as it may be amended from time to time.

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

j. 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.

          Dominion Resources, Inc.

          By: ______________________________

          Thomas F. Farrell, II

          President and Chief Executive Officer

                                                                       & #160;     EXHIBIT A

Total Shareholder Return (TSR) and Return on Invested Capital (ROIC) are determined under policies established by the CGN Committee. The calculations of the performance measures are summarized below.

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. TSR reflects the change in stock price during the Performance Period plus any dividends paid.

The Comparison Companies are:

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

The list of Comparison Companies is subject to adjustment in accordance with policies established by the CGN Committee. Any adjustments to the list of Comparison Companies will be communicated to the Participant when made.

Return on Invested Capital

ROIC reflects the Company’s total return divided by average invested capital for the Performance Period. For this purpose, total return is the Company’s operating earnings plus its after-tax interest and related charges plus preferred dividends. In accordance with policies established by the CGN Committee, the ROIC Performance may be adjusted negatively by the CGN Committee based on the Company’s performance under the final approved ROIC goals for non-executive officers for their 2007 performance grants. Any adjustments to the ROIC Performance will be communicated to the Participant when made.

EX-10.3

                   Exhibit 10.3

Dominion Resources, Inc.

Restricted Stock Award Agreement

THIS AGREEMENT, dated April 3, 2007, between DOMINION RESOURCES, INC., a Virginia Corporation (the "Company") and ______("Participant"), is made pursuant and subject to the provisions of the Dominion Resources, Inc. 2005 Incentive Compensation Plan (the "Plan"). If not defined herein, all terms used in this Agreement have the same meaning given them in the Plan.

1. Award of Stock. Pursuant to the Plan, _____shares of Company Stock (the “Restricted Stock”) were awarded the Participant on April 3, 2007 (“Date of Grant”), subject to the terms and conditions of the Plan, and subject further to the terms and conditions set forth herein and attached hereto.

2. Vesting. Except as provided in paragraphs 4, 5 or 6, the shares of Restricted Stock that have not been previously forfeited shall vest according to the following schedule:

______ shares will vest on April 3, 2008 (“Vesting Date”).

3. Forfeiture. Except as provided in paragraphs 4, 5 or 6, the Participant's rights in the Restricted Stock shall be forfeited if the Participant’s employment with the Company or a Dominion Company terminates prior to the Vesting Date shown above.

4. Death, Disability, Retirement or Termination without Cause. If before the Vesting Date (and before a Dominion Exploration and Production, Inc. (DEPI) Divestiture or Change of Control), the Participant dies, becomes Disabled, Retires or is terminated without Cause (as such term is defined in the Employment Continuity Agreement between the Participant and the Company), the Participant’s rights in a portion of the Restricted Stock shall become vested equal to the number of shares of Restricted Stock times the fraction of (A) the number of complete calendar months from the Date of Grant to the Participant’s termination of employment divided by (B) the total number of months from the Date of Grant to the Vesting Date. However, in the event of Retirement, such vesting of the Participant’s Restricted Stock shall be conditioned upon the determination by the Company’s Chief Executive Officer, in his sole discretion, that the Participant’s Retirement is not detrimental to the Company. The vesting will occur as of the date of death, Disability, Retirement or termination without Cause and any shares of the Restricted Stock which do not vest in accordance with the above terms of this paragraph 4 shall be deemed forfeited.

5. DEPI Divestiture. If before the Vesting Date, the Participant’s employment with the Company or a Dominion Company terminates as a direct result of any DEPI Divestiture, the Participant’s rights in the Restricted Stock shall become vested as follows:

a. If the Participant is eligible to receive benefits under his special retention package dated January 27, 2007, a portion of the Restricted Stock will be vested at termination equal to the number of shares of Restricted Stock times the fraction of (A) the greater of six months or the number of complete calendar months from the Date of Grant until the date of termination divided by (B) the total number of months from the Date of Grant to the Vesting Date. The remaining shares will be forfeited.

b. If paragraph 5(a) does not apply, all shares of this entire Restricted Stock grant will vest at termination.

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

a. A portion of the Restricted Stock will be immediately vested equal to the number of shares of Restricted Stock times the fraction of (A) the number of complete calendar months from the Date of Grant until the date of Change of Control divided by (B) the total number of months from the Date of Grant to the Vesting Date.

b. Unless previously forfeited, the remaining shares of Restricted Stock shall 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 be vested at the Vesting Date.

(ii) Death, Disability or Retirement. If the Participant dies, becomes Disabled or Retires, the Participant’s rights in the remaining shares of Restricted Stock shall become vested equal to the number of shares of Restricted Stock times the fraction of (A) the number of complete calendar months from the date of Change of Control to the Participant’s termination of employment divided by (B) the total number of months from the date of Change of Control to the Vesting Date. However, in the event of Retirement, such vesting of the Participant’s Restricted Stock shall be conditioned upon the determination by the Company’s Chief Executive Officer, in his sole discretion, that the Participant’s Retirement is not

detrimental to the Company. The vesting will occur as of the date of death, Disability or Retirement, and any shares of the Restricted Stock which do not vest in accordance with the above terms of this subparagraph (ii) shall be deemed forfeited.

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

7. Terms and Conditions.

a. Nontransferability. Except as provided in paragraphs 4, 5 or 6, no rights in the shares of Restricted Stock are transferable until the Vesting Date.

b. 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.

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

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

e. Retirement. For purposes of this Agreement, the term Retire or Retirement means termination when the Participant is eligible for early, normal or delayed retirement as defined in the Dominion Pension Plan, or would be eligible if any crediting of deemed additional years of age and/or service applicable to the Participant under the Company’s Benefit Restoration Plan or New Benefit Restoration Plan were applied under the Pension Plan, as in effect at the time of the determination.

f. Divestiture. For purposes of this Agreement, the term Divestiture means the disposition by the Company to a Buyer of DEPI through an asset sale, stock sale or otherwise.

g. Delivery of Shares.

(i) Share Delivery. As soon as practicable after the Vesting Date or after the requirements of paragraphs 4, 5 or 6 are

satisfied, the Company will deliver to the Participant the appropriate number of shares of Company Stock. The Company will also cancel the stock power covering such shares.

(ii) Withholding of Taxes. No Company Stock will be delivered until the Participant (or the Participant’s 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 the Participant’s successor may elect to (i) deliver Mature Shares (valued at their Fair Market Value) or (ii) have the Company retain that number of shares of Restricted Stock (valued at their Fair Market Value) that would satisfy the Applicable Withholding Taxes.

h. Fractional Shares. A fractional share of Company Stock shall not be issued and a full share shall be issued in lieu of the fractional share.

i. 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.

j. 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.

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

l. 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.

m. Participant Bound by Plan. 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.

n. 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.

Dominion Resources, Inc.

By: ______________________________

Thomas F. Farrell, II

President and Chief Executive Officer

EX-10.4

                 Exhibit 10.4

Dominion Resources, Inc.

Performance Grant Agreement

THIS AGREEMENT, dated April 3, 2007, between DOMINION RESOURCES, INC., a Virginia Corporation (the "Company") and ("Participant"), is made pursuant and subject to the provisions of the Dominion Resources, Inc. 2005 Incentive Compensation Plan (the "Plan") to the extent provided below. If not defined herein, all terms used in this Agreement have the same meaning given them in the Plan. The Performance Grant will be administered by the Compensation, Governance and Nominating Committee (the “CGN Committee”) of the Company’s Board of Directors.

1. Performance Grant. Pursuant to the Plan, the Participant is granted a Performance Grant at a Target Amount of on April 3, 2007 (“Date of Grant”), subject further to the terms and conditions set forth herein. The actual payout may be from 0% to 200% of the Target Amount. Payment will be made by March 15, 2008 or as soon as administratively practicable thereafter.

2. Performance Condition. The Performance Condition used for the purposes of this Agreement shall be the same funding and payout goals established for the Dominion Exploration & Production (“Dominion E&P”) segment under the 2007 Annual Incentive Plan. The Target Amount that will be paid out will be based on the payout score percentage achievement of the 2007 Annual Incentive Plan goal for the Dominion E&P segment. The Performance Period for purposes of this Agreement is the period beginning January 1, 2007 and ending December 31, 2007.

3. Death, Disability, Retirement and Termination without Cause.

a. Retirement. If the Participant Retires and would have been eligible for a payment under paragraph 2 if the Participant had remained employed until December 31, 2007, the Participant shall receive the amount determined under paragraph 2 as if the Participant had remained employed times the fraction of (A) the number of completed months from the Date of Grant to the Participant’s Retirement divided by (B) the number of months between the Date of Grant and December 31, 2007. Payment shall be made at the time provided in paragraph 1.

b. Death, Disability and Termination without Cause. If during the Performance Period and before a Change of Control, the Participant dies, becomes Disabled or is terminated without Cause (as “Cause” is defined in the Participant’s Employment Continuity Agreement), the Participant shall 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 this 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 of (A) the number of complete calendar months from the Date of Grant to the date of death, Disability and termination without Cause divided by (B) the number of months between the Date of Grant and December 31, 2007.

Payment under this paragraph 3(b) shall be made 30 days after the date of the Participant’s death, termination of employment due to Disability or termination without Cause; provided that payment shall be made no earlier than six months after the Participant’s death or termination if the payment is subject to Section 409A of the Code and the Participant is a Specified Employee (within the meaning of Section 409A(a)(2)(B)(i) of the Code).

4. Change of Control. Upon a Change of Control, the Participant shall receive a lump sum cash payment, within 15 days of the Change of Control date, equal to the greater of (A) the Target Amount or (B) 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 this 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.

5. Terms and Conditions.

a. Forfeiture. Except as provided in paragraphs 3 or 4, the Participant's rights in the Performance Grant shall be forfeited if the Participant’s employment with the Company or a Dominion Company terminates before the end of the Performance Period.

b. Nontransferability. No rights in the Performance Grant are transferable.

c. Retirement. For purposes of this Agreement, the term Retire or Retirement means termination when the Participant is eligible for early, normal or delayed retirement as defined in the Dominion Pension Plan, or would be eligible if any crediting of deemed additional years of age and/or service applicable to the Participant under the Company’s Benefit Restoration Plan or New Benefit Restoration Plan were applied under the Pension Plan, as in effect at the time of the determination.

d. No Right to Continued Employment. This Performance Grant 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. The CGN Committee reserves the right to reduce the amount paid to a Participant below the calculated amount earned under this Performance Grant or pay no amount at all to the Participant.

e. Tax Withholding. The Company will withhold from any payment the aggregate amount of federal, state and local income and payroll taxes that the Company is required to withhold on the payment.

f. Application of Section 162(m). It is intended that payments for Dominion E&P’s funding and payout goals under this Performance Grant to a Participant who is a “covered employee” constitute “qualified performance-based compensation” within the meaning of section 1.162-27(e) of the Income Tax Regulations. The CGN Committee will certify Dominion E&P’s funding and payout goals achievement for the Performance Period. To the maximum extent possible, this Performance Grant and the Plan shall be interpreted and construed consistent with this paragraph 5(f).

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

h. Conflicts. In the event of any conflict between the terms of a special retention package given to you in connection with Dominion’s strategic process with Dominion E&P and the provisions of this Agreement, the terms of the special retention package shall govern. 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 Performance Grant, as it may be amended from time to time.

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

j. 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.

Dominion Resources, Inc.

By: ______________________________

Thomas F. Farrell, II

President and Chief Executive Officer