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 27, 2008

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 Arrangement of Certain Officers.

On March 27, 2008, the Dominion Resources, Inc. (Dominion) Compensation, Governance and Nominating (CGN) Committee approved the 2008 Long-Term Compensation Program (the “Program”) for its officers, including those officers named in Dominion’s 2008 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 three performance metrics: total shareholder return versus the 2008 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, 2010, with the amount of the award to vary depending on the level of achievement of the performance metrics.

The description of the Program is a summary only and is qualified by reference to the form of 2008 Restricted Stock Award Agreement and 2008 Performance Grant Plan, which are filed as Exhibits 10.1 and 10.2, respectively.

Also on March 27, 2008, the CGN Committee approved an additional award of 24,486 shares of restricted stock to Thomas N. Chewning, Executive Vice President and Chief Financial Officer.  The restricted stock award was made on April 1, 2008 pursuant to Dominion’s 2005 Incentive Compensation Plan.  The restricted shares are subject to a two-year cliff vesting with all shares vesting on April 1, 2010 (the Vesting Date).  Vesting of the shares may accelerate fully or on a pro-rated basis upon the occurrence of certain events as outlined in the restricted stock award.

This description of the restricted stock award is a summary only and is qualified by reference to the Restricted Stock Award Agreement, which is filed as Exhibit 10.3.

Item 9.01 Financial Statements and Exhibits

Exhibit
10.1	Form of 2008 Restricted Stock Award Agreement
10.2	2008 Performance Grant Plan
10.3	Restricted Stock Award Agreement for Thomas N. Chewning

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:  April 2, 2008

EX-10.1

Exhibit 10.1

DOMINION RESOURCES, INC.

RESTRICTED STOCK AWARD AGREEMENT

THIS AGREEMENT, dated April 1, 2008, 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 (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 April 1, 2008 (“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 April 1, 2011 (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 complete calendar 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 complete calendar months from the Date of Grant to the Vesting Date.  In the event of Retirement, however, vesting of the Participant’s Restricted Stock will be conditioned upon a 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 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 complete calendar months from the Date of Grant to the Change of Control date, and the denominator of which is the number of complete calendar 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 complete calendar 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 complete calendar months from the Change of Control date to the Vesting Date. In the event of Retirement, however, vesting of the Participant’s Restricted Stock will be conditioned upon a 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 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 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 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 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 successor 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.  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.

EX-10.2

Exhibit 10.2

DOMINION RESOURCES, INC.

2008 PERFORMANCE GRANT PLAN

1.           Purpose.   The purpose of this Plan is to set forth the terms of 2008 Performance Grants awarded pursuant to the Dominion Resources, Inc. 2005 Incentive Compensation Plan. 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.  April 1, 2008.

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, 2008 and ending on December 31, 2009.

f.           Retire or Retirement.    For purposes of this Plan, the term Retire or Retirement means 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.

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 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, 2010.

5.           Forfeiture.  Except as provided in Sections 7(b) or 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:

Relative TSR Performance	Percentage Payout 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:

ROIC Performance	Percentage Payout of ROIC Percentage
8.90% and above	200%
8.80% - 8.89%	150% - 199.9%
8.70% - 8.79%	100% - 149.9%
8.60% - 8.69%	50% -   99.9%
Below 8.60%	0%

To the extent that the Company’s ROIC Performance is greater than 8.60% and less than 8.90%, then the ROIC Percentage payout will be interpolated between the top and bottom of the applicable Percentage Payout of ROIC Percentage range set forth above.

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 Performance	Percentage Payout of Book Value Percentage
$20.80 and above	200%
$20.70 - $20.79	150% - 199.9%
$20.60 - $20.69	100% - 149.9%
$20.50 - $20.59	50% -   99.9%
Below $20.50	0%

To the extent that the Company’s Book Value Performance is greater than $20.50 and less than $20.80, then 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 complete calendar months from the Date of Grant to the Participant’s termination of employment, and the denominator of which is the number of complete calendar months between the Date of Grant and December 31, 2009.  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, payment will be conditioned on a determination by the Company’s Chief Executive Officer, in his sole discretion, that the Participant’s Retirement is not detrimental to the Company.

b.           Death or Disability.  If a Participant dies or becomes Disabled during the Performance Period, the Participant or the Participant’s successor 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 complete calendar 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 complete calendar months between the Date of Grant and December 31, 2009.

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)).

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.

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.           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 10(d).

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

f.           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.  All references to the 2005 Incentive Compensation Plan in this Plan will mean the 2005 Incentive Compensation Plan as in effect on the Effective Date.

-  -

EXHIBIT A

DOMINION RESOURCES, INC.

2008 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 removed from the list of Comparison Companies.

Return on Invested Capital

Return on Invested Capital

The following terms are used to calculate ROIC for purposes of the 2008 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 calendar 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 2008 budget and the projected 2009 budget calculations in effect immediately prior to the Date of Grant (as described in A and B 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 in A and B below).

Actual 2008 budget and Projected 2009 budget assumptions:

A.        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 reduce rates or, alternatively, 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 2008 budget and projected 2009 budget calculations in effect immediately prior to the date of grant exclude the impact of (1) any changes in base rates other than from qualified construction riders and (2) potential credits to customers.

B.        The actual 2008 budget and projected 2009 budget calculations in effect immediately prior to the date of grant assume that Virginia jurisdictional fuel rates will be reset effective July 1, 2008 based on (1) a forecast of commodity prices, electric sales and electric generation fuel consumption for the following 12 months, (2) an initial recovery, subject to a 4% increase in residential rates, of the statutory “deferral portion” arising from a similar 4% limitation in the July 1, 2007 fuel case, and (3) the inclusion of any over- or under-recovery of fuel expenses during the July 1, 2007 through June 30, 2008 fuel year unrelated to the statutory “deferral portion.”    If the Virginia jurisdictional fuel rates are reset on a different basis than the assumptions in (1)-(3), the effect of the difference in the Virginia jurisdictional fuel rates from the rates in the actual 2008 budget and projected 2009 budget calculations will be excluded.

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, 2009.

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 in A and B below).

Actual 2008 budget and Projected 2009 budget assumptions:

A.        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 reduce rates or, alternatively, 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 2008 budget and projected 2009 budget calculations in effect immediately prior to the date of grant exclude the impact of (1) any changes in base rates other than from qualified construction riders and (2) potential credits to customers.

B.        The actual 2008 budget and projected 2009 budget calculations in effect immediately prior to the date of grant assume that Virginia jurisdictional fuel rates will be reset effective July 1, 2008 based on (1) a forecast of commodity prices, electric sales and electric generation fuel consumption for the following 12 months, (2) an initial recovery, subject to a 4% increase in residential rates, of the statutory “deferral portion” arising from a similar 4% limitation in the July 1, 2007 fuel case, and (3) the inclusion of any over- or under-recovery of fuel expenses during the July 1, 2007 through June 30, 2008 fuel year unrelated to the statutory “deferral portion.”  If the Virginia jurisdictional fuel rates are reset on a different basis than the assumptions in (1)-(3), the effect of the difference in the Virginia jurisdictional fuel rates from the rates in the actual 2008 budget and projected 2009 budget calculations will be excluded.

EX-10.3

Exhibit 10.3

DOMINION RESOURCES, INC.

RESTRICTED STOCK AWARD AGREEMENT

THIS AGREEMENT, dated April 1, 2008, between DOMINION RESOURCES, INC., a Virginia Corporation (the "Company") and Thomas N. Chewning ("Participant"), is made pursuant and subject to the provisions of the Dominion Resources, Inc. 2005 Incentive Compensation Plan (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, 24,486 shares of Company Stock (the “Restricted Stock”) are awarded to the Participant as of April 1, 2008 (“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 4 or 5, one hundred percent (100%) of the shares of Restricted Stock awarded under this Agreement will vest on April 1, 2010 (“Vesting Date”).

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

4. Death, Disability, Involuntary Termination without Cause.  If the Participant dies or becomes Disabled before the Vesting Date or if the Participant’s employment is involuntarily terminated by the Company without Cause, including a Constructive Termination (as such terms are defined by 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 complete calendar months from the Date of Grant to the first day of the calendar month coinciding with or immediately following the date of the Participant’s termination of employment, and the denominator of which is the number of complete calendar months from the Date of Grant to the Vesting Date.  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, or involuntary 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 one hundred percent (100%) vested if both of the following conditions apply:

(i) The person serving as the Company’s Chief Executive Officer immediately prior to the Change of Control date ceases to serve as the Chief Executive Officer of the successor entity at any time prior to the Vesting Date; and

(ii) The Participant’s employment is terminated by the successor entity without Cause, including Constructive Termination (as such terms are defined by the Employment Continuity Agreement between the Participant and the Company).

6. Acceleration of Vesting upon Retirement.   The Committee, in its sole discretion, may accelerate the vesting of all or a portion of the shares of Restricted Stock awarded under this Agreement upon the Participant’s Retirement prior to the Vesting Date if the Committee determines, following consultation with the Chief Executive Officer, that the Participant’s Retirement will not be detrimental to the Company.  For purposes of this Agreement, the term Retire or Retirement means , early or normal Retirement as defined in the Dominion Pension Plan, as in effect at the time of the determination.

7.           Terms and Conditions.

a. Nontransferability. The Restricted Stock shares are not transferable and are subject to a substantial risk of forfeiture until such shares become vested in accordance with the terms of this Agreement.

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 the 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 Restricted Stock shares.

e. Delivery of Shares.

(i) Share Delivery.  As soon as practicable after the Vesting Date or after the occurrence of an event described in Paragraph 4, 5 or 6,  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.  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 successor may elect to (i) deliver Mature Shares (valued at their Fair Market Value) or (ii) make a cash payment to satisfy the 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.

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

g. 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 will it interfere in any way with the right of the Company or a Dominion Company to terminate the Participant's employment at any time.

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

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

j. 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 will govern.  All references in this Agreement to the Plan will mean the plan as in effect on the Date of Grant.

k. 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.

l. Binding Effect.  Subject to the limitations stated above and in the Plan, this Agreement will 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 as of the date first written above.

	DOMINION RESOURCES, INC.
By:	/s/ Thomas F. Farrell, II       Thomas F. Farrell, II Chairman, President and Chief Executive Officer
	PARTICIPANT:
By:	/s/ Thomas N. Chewning      Thomas N. Chewning Executive Vice President and Chief Financial Officer