restrictedstock.htm


    Exhibit
10.2

    


    DOMINION
RESOURCES, INC.

    RESTRICTED
STOCK AWARD AGREEMENT

    


    THIS AGREEMENT, dated February 2, 2009,
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 and
any amendments thereto (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
      February 2, 2009 (“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
      February 1, 2012 (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 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 months from the Date of Grant to the Vesting
      Date.  If the Participant Retires, however, the Participant’s
      Restricted Stock will not vest if the Company’s Chief Executive Officer
      determines that the Participant’s Retirement is 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 months from the
      Date of Grant to the Change of Control date, and the denominator of which
      is the number of 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  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 months from the Change of Control
      date to the Vesting Date. If the Participant Retires, however, the
      Participant’s Restricted Stock will not vest if the Company’s Chief
      Executive Officer, in his sole discretion, determines that the
      Participant’s Retirement is 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 a
      voluntary 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 (or in the event of the Participant’s death,
      the Participant’s Beneficiary) the appropriate number of shares of Company
      Stock.  The Company will also cancel the stock power covering
      such shares.  If the Participant has not designated a
      beneficiary, the Participant’s spouse, if any, and if none the
      Participant’s estate shall be the
beneficiary.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Withholding of
      Taxes.  No Company Stock will be delivered until the
      Participant (or the Participant’s beneficiary) 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 beneficiary
      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.  This Agreement shall be binding upon and inure
      to the benefit of the legatees, distributees, and personal representatives
      of the Participant and any successors of the
  Company.