Exhibit 10.2


    Exhibit
      10.2

    


    Dominion
      Resources, Inc.

    Performance
      Grant Agreement

    


    THIS
      AGREEMENT, dated April 1, 2006, between DOMINION RESOURCES, INC., a Virginia
      Company (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.
      All
      terms used herein that are defined in the Plan have the same meaning given
      them
      in the Plan. The Performance Grant will be administered by the Organization,
      Compensation and Nominating Committee (“OCN Committee”) of the Company’s Board
      of Directors. 

    


    
      	1.  	
              Performance
                Grant.
                Pursuant to the Plan, the Participant is granted a Performance Award
                at a
                Target Amount of _______ on
                April 1, 2006, 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. 

            


    

    


    
      	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 April 1, 2006 and ending December 31, 2007. The portion of the 50%
      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 1st,
      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, 2006 and ending December 31, 2007. The portion of the
      50%
      of the Target Amount that will be paid out is based on the following
      table.

    


    
      	
               

              ROIC
                Performance

            	
              Percentage
                Payout

              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 in the table is based on the Company’s actual 2006 budget and the
      projected 2007 budget at the date of grant. The ROIC Performance may be adjusted
      by the OCN Committee based on the Company’s actual 2007 budget. Any adjustments
      to the ROIC Performance will be communicated to the Participant when made.
      

    


    
      	4.  	
              Terms
                and Conditions.

            


    

    


    
      	a.  	
              Employment.
                Except as provided in paragraphs 5 or 6, the Participant's rights
                in the
                Performance Award shall be forfeited if his employment with the Company
                or
                a Dominion Company terminates before December 31, 2007.
                

            


    

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

            


    

    


    
      	5.  	
              Retirement,
                Death, Disability 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, 2007, 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 April 1,
                2006 to
                the Participant’s Retirement divided by (B) 21 months. Payment shall be
                made at the time provided in paragraph 1.


            


    

    


    
      	b.  	
              Death,
                Disability or Termination Without Cause.
                If
                the Participant dies, becomes Disabled or is terminated without Cause
                as
                defined in the Participant’s Employment Continuity Agreement, the
                Participant shall receive a lump sum cash payment equal to the total
                compensation cost recognized by the Company for this Performance
                Award
                from the Date of Grant through 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. Payment shall be made within 30 days
                of
                the termination, provided that payment shall be made six months after
                the
                termination if the payment is subject to Section 409A of the Code
                and the
                Executive is a Specified Employee (within the meaning of Section
                409A(a)(2)(B)(i) of the Code).

            


    

    


    
      	6.  	
              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, 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 Award 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.

            


    

    


    
      	7.  	
              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 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. 

            


    

    


    
      	8.  	
              No
                Right to Continued Employment.
                This Performance 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.
                The Committee reserves the right to reduce the amount paid to a
                Participant below the calculated amount earned under this Performance
                Award or pay no amount at all to the Participant.
                

            


    

    


    
      	9.  	
              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.

            


    

    


    
      	10.  	
              Application
                of the Plan.
                The portions of the Performance Award relating to TSR Performance
                are
                subject to the terms and conditions of the Plan. It is intended that
                payments for TSR Performance under this Performance Award 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 Committee will certify the TSR Performance. To the
                maximum extent possible, this Performance Award and the Plan shall
                be
                interpreted and construed consistent with this paragraph 10.
                

            


    

    


    
      	11.  	
              Governing
                Law.
                This Agreement shall be governed by the laws of the Commonwealth
                of
                Virginia.

            


    

    


    
      	12.  	
              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.

            


    

    


    
      	13.  	
              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.

            


    

    


    
      	14.  	
              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

            
	 


    

    


    


    


     


    EXHIBIT
      A

    


    


    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:

    


    [list
      of
      companies]

    


    Return
      on Invested Capital

    


    ROIC
      shall mean Total Return divided by Average Invested Capital for the two-year
      Performance Period.

    


    Total
      Return is Operating Earnings (as disclosed on the Company’s earnings report
      filed on Form 8-K) + After-tax Interest & PSST Expenses + Preferred
      Dividends, all determined for the two-year Performance Period.

    


    Average
      Invested Capital is the Average Balances for Long & Short-term Debt + PSST +
      MC + Preferred Equity + (Common Equity excluding AOCI). 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. For the final calculation, the Average
      Invested Capital for 2006 and 2007 are combined.

    


    PSST
      is
      the preferred securities of subsidiary trusts shown as junior subordinated
      notes
      payable to affiliated trusts (five subsidiary capital trusts) on the Company’s
      financial statements.

     

    MC
      is
      mandatory convertible debt.

    


    AOCI
      is
      accumulated other comprehensive income as shown on the Company’s financial
      statements.