Exhibit 10.1


    Exhibit
      10.1

    


    Dominion
      Resources, Inc.

    Restricted
      Stock Award Agreement

    


    THIS
      AGREEMENT, dated April
      1,
      2006,
      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"). All terms used herein that are
      defined in the Plan 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
                1, 2006,
                subject to the terms and conditions of the Plan, and subject further
                to
                the terms and conditions set forth herein and attached
                hereto.

            


    

    


    
      	 	
              2.

            	
              Terms
                and Conditions.

            


    

    


    
      	 	
              a.

            	
              Employment.
                Except as provided in paragraphs 3 or 4, the Participant's rights
                in any
                unvested shares of the Restricted Stock shall be forfeited if employment
                with the Company or a Dominion Company terminates before the third
                anniversary of this grant (April 1, 2009) (the “Vesting Date”).
                

            


    

    
      	 	
              b.

            	
              Nontransferability.
                Except as provided in paragraphs 3 or 4, no rights in the shares
                of
                Restricted Stock are transferable until vested.


            


    

    
      	 	
              c.

            	
              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.

            


    

    
      	 	
              d.

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

            


    

    


    
      	 	
              3.

            	
              Retirement,
                Death, Disability, Termination without Cause.
                If
                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 previously issued pursuant to this
                Agreement shall become vested equal to the number of shares of Restricted
                Stock times the fraction of (A) the number of completed 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 3 shall be deemed
                forfeited.

            


    

     

    
      	 	
              4.

            	
              Change
                of Control.
                Upon a Change of Control, the Participant’s rights in the shares of
                Restricted Stock previously issued pursuant to this Agreement 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 completed 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 paragraphs (i)
                through (iii) below:

            


    

    


    
      	 	
              i.

            	
              Vesting
                Date.
                All remaining shares of Restricted Stock will be vested at the Vesting
                Date.

            


    

    


    
      	 	
              ii.

            	
              Retirement,
                Death, Disability.
                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 completed 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.

            


    

     

    
      	 	
              5.

            	
              Vesting.
                Except as provided above, the shares that have not been previously
                forfeited shall vest according to the following
                schedule:

            


    

    


    _______
      shares will vest on April 1, 2009

    


    
      	 	
              6.

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

            


    

    


    
      	 	
              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.

            	
              Delivery
                of Shares.

            


    

    


    
      	 	
              a.

            	
              Share
                Delivery.
                As
                soon as practicable after the requirements of paragraphs 3, 4 or
                5 are
                satisfied, the Company will deliver to the Participant the appropriate
                number of shares of Company Stock. The Company will also either cancel
                or
                deliver to the Participant the stock power covering such shares.
                

            


    

    


    
      	 	
              b.

            	
              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.

            


    

    


    
      	 	
              9.

            	
              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.

            


    

    


    
      	 	
              10.

            	
              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.

            


    

     

    
      	 	
              11.

            	
              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.

            


    

    


    
      	 	
              12.

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

            


    

    


    
      	 	
              13.

            	
              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.

            


    

    


    
      	 	
              14.

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

            


    

    


    
      	 	
              15.

            	
              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.

            


    

    


    
      	 	
              16.

            	
              Amendment
                to Employment Continuity Agreement.
                In
                consideration for this Restricted Stock Award, the Participant agrees
                to
                the amendment, as set out in Exhibit A, to the Employment Continuity
                Agreement between the Participant and the
                Company.

            


    

    


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

    


     

    
      	
                     Dominion
                Resources, Inc.

            
	 
	
              By:
                

            
	
                     Thomas
                F. Farrell, II

                     President
                and Chief Executive Officer

            
	 


    

    


    Agreed
      and Accepted:

    


    


    


    ________________________________

    EXHIBIT
      A

    


    Amendment
      to Employment Continuity Agreement

    


    


    Effective
      April 1, 2006, the Employment Continuity Agreement between the Executive (the
      Participant as identified on the Restricted Stock Agreement to which this
      Amendment is attached) and the Company is amended as follows.  The
      Executive consents to a restatement of the Employment Continuity Agreement
      to
      incorporate this Amendment.

    Vesting
      Change

    


    
      	
              1.

            	
              This
                paragraph 1 applies to all sections of the Employment Continuity
                Agreement
                that provide (a) the Executive shall become fully vested in and that
                all
                forfeiture conditions shall immediately lapse at the Effective Date
                on any
                and all stock incentive awards, and (b) the Executive shall become
                fully
                vested in and that all forfeiture conditions shall immediately lapse
                on
                the Termination Date on any and all stock incentive awards. The sections
                described in the first sentence of this paragraph 1 are revised to
                provide
                that those provisions shall apply only to the extent that the effect
                of a
                Change in Control is not specifically addressed in the stock incentive
                award. This paragraph 1 shall apply to any stock incentive award
                whether
                issued before or after this Amendment. As an illustration only, with
                this
                Amendment, the terms of Section 4 of the Restricted Stock Agreement
                to
                which this Amendment is appended shall be applicable in the event
                of a
                Change in Control rather than the terms of the Employment Continuity
                Agreement. 

            


    

     

    Section
      409A Changes

     

    The
      following changes are made to comply with the requirements of Section 409A
      of
      the Code. These changes will apply to any amount that would be treated as the
      payment of an amount representing a deferral of compensation under a
      nonqualified deferred compensation plan (“Deferred Compensation”) within the
      meaning of Section 409A of the Code. 

     

    
      	
              2.

            	
              Notwithstanding
                any provision of the Employment Continuity Agreement to the contrary,
                this
                paragraph 2 shall apply to any payment of Deferred Compensation that
                would
                otherwise be made to the Executive on account of the Executive’s
                termination of employment when the Executive is a Specified Employee
                (within the meaning of Section 409A(a)(2)(B)(i) of the Code). Any
                Deferred
                Compensation that would otherwise be payable during the first six
                months
                immediately following the Executive’s termination of employment shall
                instead be retained and paid out to the Executive as a lump sum on
                the
                date which is six months after the Executive’s Termination Date, or as
                soon as administratively practicable
                thereafter.

            


    

     

    
      	
              3.

            	
              Notwithstanding
                any provision of the Employment Continuity Agreement to the contrary,
                the
                time or schedule of payments to the Executive of Deferred Compensation
                as
                provided in any relevant deferral election or otherwise under a
                nonqualified deferred compensation plan (within the meaning of Section
                409A of the Code) shall not be accelerated by operation of the Employment
                Continuity Agreement, except as may be specifically provided under
                Proposed Treasury Regulations Section 1.409A-3(h)(2) or any successor
                provision. 

            


    

     

    
      	
              4.

            	
              Notwithstanding
                any provision of the Employment Continuity Agreement to the contrary,
                the
                time or schedule of payments of Deferred Compensation to the Executive
                provided in the Employment Continuity Agreement shall not be accelerated,
                except as may be specifically provided under Proposed Treasury Regulations
                Section 1.409A-3(h)(2) or any successor provision.
                

            


    

     

    
      	
              5.

            	
              The
                provision of the Employment Continuity Agreement that all stock options
                (including options vested as of the Termination Date) shall remain
                exercisable until the applicable option expiration date is deleted.
                The
                terms of any stock option will govern as to the expiration date,
                whether
                issued before or after this Amendment.


            


    

     

    
      	
              6.

            	
              Notwithstanding
                any provision of the Employment Continuity Agreement to the contrary,
                to
                the extent that the Executive is a participant in any nonqualified
                deferred compensation plan (within the meaning of Section 409A of
                the
                Code), the terms of the nonqualified deferred compensation plan shall
                control rather than the provisions of the Employment Continuity Agreement
                to the extent that applying the provisions of the Employment Continuity
                Agreement would result in the imposition of tax on the Executive
                under
                Section 409A of the Code.