EXHIBIT 10.21



 Exhibit 10.21 
 DOMINION RESOURCES, INC. 
 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN 
 Originally Effective January 1, 2005 
 Amended and Restated Effective as of January 1, 2009 







 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page
	1.	  	PURPOSE	  	1
			
	2.	  	DEFINITIONS	  	1
			
	3.	  	PARTICIPATION IN THE PLAN	  	3
			
	4.	  	STOCK RESERVED FOR THE PLAN	  	4
			
	5.	  	DEFERRAL OF ANNUAL RETAINER AND MEETING FEES	  	4
			
	6.	  	DEFERRED ACCUMULATION BENEFIT	  	6
			
	7.	  	STOCK UNIT ACCOUNT	  	6
			
	8.	  	DISTRIBUTIONS	  	7
			
	9.	  	TRUST	  	7
			
	10.	  	NO ACCELERATION OF BENEFITS	  	8
			
	11.	  	RESTRICTED STOCK AND STOCK OPTIONS	  	8
			
	12.	  	EFFECT OF STOCK DIVIDENDS AND OTHER CHANGES TO COMPANY STOCK	  	8
			
	13.	  	INTERPRETATION AND ADMINISTRATION OF THE PLAN	  	9
			
	14.	  	TERM OF THE PLAN	  	9
			
	15.	  	AMENDMENT OF THE PLAN	  	9
			
	16.	  	RIGHTS UNDER THE PLAN	  	9
			
	17.	  	BENEFICIARY	  	9
			
	18.	  	NOTICE	  	10
			
	19.	  	CONSTRUCTION	  	10

  

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 DOMINION RESOURCES, INC. 
 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN 
  

	 	1.	Purpose  

 The Dominion Resources, Inc. Non-Employee
Directors Compensation Plan (the “Plan”) provides a mechanism for the Board of Directors of Dominion Resources, Inc. to pay compensation to its non-employee directors in cash or Dominion common stock. The Plan also allows such directors to
defer receipt of such compensation until a future date, if desired. The Plan is intended to constitute a deferred compensation plan for non-employee Directors that meets the requirements of Section 409A of the Internal Revenue Code (the
“Code”) and any regulations and other guidance thereunder. The Plan shall be interpreted to qualify under Code Section 409A. 
  

	 	2.	Definitions  

 As used in the Plan, the following
terms have the meanings indicated: 
 (a) “Annual Meeting” means the annual meeting of shareholders at which members of the
Board are routinely elected. 
 (b) “Annual Cash Retainer” means that portion of a Director’s Annual Retainer payable
in cash. 
 (c) “Annual Retainer” means the annual base retainer paid to a Director for service on the Board and/or a Board
committee, consisting of the Annual Cash Retainer and the Annual Stock Retainer. 
 (d) “Annual Stock Retainer” means that
portion of a Director’s Annual Retainer payable in Company Stock. 
 (e) “Board” means the Board of Directors of the
Company. 
 (f) “Code” means the Internal Revenue Code of 1986, as amended. 
 (g) “Company” means Dominion Resources, Inc., or any successor business by merger, purchase or otherwise that maintains the Plan.

 (h) “Company Stock” means the common stock of Dominion Resources, Inc. In the event of a change in the capital structure
of the Company, the shares resulting from such a change shall be deemed to be the Company Stock (as provided in Section 12) within the meaning of the Plan. 
 (i) “Deferral Election” has the meaning provided in Section 5(a). 
  

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 (j) “Deferred Accumulation Benefit” has the meaning provided in Section 6(a).

 (k) “Deferred Cash” means the amount credited to a Director’s Deferred Compensation Account pursuant to an election
to defer an Annual Cash Retainer or cash Meeting Fees. 
 (l) “Deferred Cash Account” means the bookkeeping account for
Deferred Cash established for a Director pursuant to Section 5. 
 (m) “Director” means a member of the Company’s
Board who is not (i) a current employee of the Company, or (ii) a former employee of the Company entitled to compensation for current or prior services. For purposes of this Section 2(m) the term “compensation” shall exclude
payments to which the Director is entitled pursuant to the terms of any tax-qualified or non-qualified retirement plan or program sponsored by the Company. 
 (n) “Eligible Director” means a Director first elected to the Company’s (or wholly-owned subsidiary’s) Board between January 1, 1995 and January 1, 2004 who had not reached age 62
at the date of election. 
 (o) “Fair Market Value” means the closing price of a share of Company Stock, as reported in the
Wall Street Journal, on a specified date. 
 (p) “Meeting Fees” means the fees paid to a Director for attending Board
and Committee meetings, as determined by the Board according to the Company’s established rules for compensating Directors, excluding any expense reimbursements or similar items. 
 (q) “Plan Year” means a calendar year. 
 (r) “Restricted Stock” means Company Stock awarded upon the terms and subject to the restrictions set forth in Section 11. 
 (s) “Separation from Service” is intended to have the same meaning as this term is defined under Treasury Regulation section
1.409A-1(h). 
 (t) “Stock Accumulation Plan” means the Dominion Resources, Inc. Stock Accumulation Plan for Outside
Directors. 
 (u) “Stock Option” means a right to purchase Company Stock granted under the Plan, at a price determined in
accordance with Section 11. 
 (v) “Stock Unit” means a hypothetical share of Company Stock. Each Stock Unit held in a
Stock Unit Account shall be deemed to have the same value, from time to time, as a share of Company Stock, provided that Stock Units shall not confer upon any Director any of the rights associated with Company Stock, including, without limitation,
the right to vote or to receive distributions. 
  

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 (w) “Stock Unit Account” means the bookkeeping account for all of a Director’s
Stock Units. 
 (x) “Trading Day” means a day in which the New York Stock Exchange (“NYSE”) is open and not listed
as a recognized holiday as reported on the NYSE’s web site. 
 (y) “Trust” has the meaning provided in Section 9.

  

	 	3.	Participation in the Plan 

 (a) Annual
Retainer. For service during a Plan Year, a Director may receive an Annual Retainer, consisting of the Annual Cash Retainer and the Annual Stock Retainer. The Board shall determine the amount of each portion of the Annual Retainer, if any.

 (i) The Annual Cash Retainer shall be paid as soon as administratively feasible following the Annual Meeting. 

(ii) The Annual Stock Retainer shall be issued as of the date of the Annual Meeting. If the Board designates the Annual Stock Retainer
as a cash amount rather than a number of shares, then the number of shares shall be determined by dividing the cash amount of the Annual Stock Retainer by the Fair Market Value of a share of Company Stock on the last Trading Day before the
Company’s Annual Meeting and the amount of the Annual Stock Retainer shall be rounded to the nearest whole share. 
 (iii) Notwithstanding Sections 3(a)(i) and (ii) above, a Director may elect to defer receipt of all or a portion of the Annual Retainer in accordance with the procedures set forth in Section 5. 
 (b) Meeting Fees. In addition to any Annual Retainer, a Director may also receive Meeting Fees based on his or her attendance at Company Board and
Committee meetings during a Plan Year. The Board shall determine the amount of Meeting Fees, if any, for each meeting. A Director may elect to receive all or a portion of his or her Meeting Fees in the form of cash or Company Stock, as elected by a
Director. If a Director does not make an election, Meeting Fees shall be paid in cash. 
 (i) Meeting Fees paid in cash shall
be paid as soon as administratively feasible after the day of the meeting for which the fee has been earned. 
 (ii) If a
Director has elected to receive all or a portion of his or her Meeting Fees in the form of Company Stock, the number of shares attributable to Meeting Fees paid in Company Stock shall be determined by dividing the amount of the Meeting Fee by the
Fair Market Value of a share of Company Stock on the last Trading Day of the month in which the meeting occurs and the number of shares shall be rounded to the nearest whole share. The Company Stock shall be issued as of the last Trading Day of the
month in which the meeting occurs. 
  

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 (iii) A Director also may elect to defer receipt of all or a portion of his or her
Meeting Fees in accordance with the procedures set forth in Section 5. 
 (c) Deferred Accumulation Benefit. On January 1,
2005, a Deferred Accumulation Benefit was provided to each Eligible Director who, prior to January 1, 2005, was a participant in the Stock Accumulation Plan and who was not vested, in whole or in part, in either of his or her accounts under the
Stock Accumulation Plan as of December 31, 2004, as provided in Section 6. 
 (d) Other Compensation. The Board may provide
other compensation to a Director as it determines appropriate, to the extent consistent with any legal or regulatory requirements, including Restricted Stock and Stock Options as provided in Section 11. 
  

	 	4.	Stock Reserved for the Plan  

 The aggregate number
of shares of Company Stock authorized for distribution to Directors and Eligible Directors under Section 3 is 1,000,000, subject to adjustment pursuant to Section 12. 
  

	 	5.	Deferral of Annual Retainer and Meeting Fees 

 (a)
Deferral Election Procedure. A Director may elect to defer the receipt of all or a portion of his or her Annual Retainer and/or Meeting Fees by completing a deferral election form provided by the Company for this purpose (“Deferral
Election”). A Deferral Election must be in writing and delivered to the Corporate Secretary of the Company by December 31 of the year prior to the start of the Plan Year to which the Deferral Election pertains. A Director who first becomes
eligible to participate in the Plan during a Plan Year may submit a Deferral Election within 30 days of the date on which he or she becomes eligible to participate. A Deferral Election once made for a Plan Year shall be irrevocable. A Deferral
Election may be made for a single Plan Year or may be made applicable to all future Plan Years until revoked. Any revocation shall be effective as of the first day of the next Plan Year after the revocation is made. 
 (b) Deferral of Annual Retainer. 
 (i) A Director may elect to defer all or a portion of his or her Annual Stock Retainer in increments of 10%. A deferred Annual Stock Retainer shall be credited in the form of Stock Units to the Director’s Stock Unit Account as of the
day of the Company’s Annual Meeting. The number of Stock Units credited to the Stock Unit Account shall be equal to the number of shares of Company Stock that would have been issued to the Director in the absence of a Deferral Election.

  

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 (ii) A Director may elect to defer all or a portion of his or her Annual Cash Retainer in increments of
10%. A Director may elect to have the deferred Annual Cash Retainer credited to his or her Deferred Cash Account or Stock Unit Account, or a combination of the two accounts. The Director’s Deferral Election shall specify the portion to be
deferred to each account in increments of 10% and the Deferral Election shall be irrevocable. Once the Deferral Election has been made, a Director may not elect to convert deferred Stock Units to Deferred Cash or vice versa. 
 (iii) The number of Stock Units credited to the Director’s Stock Unit Account attributable to a deferred Annual Cash Retainer shall be determined
by dividing the amount of the deferred Annual Cash Retainer by the Fair Market Value of a share of Company Stock on the last Trading Day before the Company’s Annual Meeting and the amount of the deferred Annual Cash Retainer shall be rounded to
the nearest whole share. 
 (iv) Deferrals of the Annual Cash Retainer in the form of Deferred Cash shall be credited to the Director’s
Deferred Cash Account as of the day the Annual Cash Retainer would have been paid to the Director but for the deferral. 
 (c) Deferral of
Meeting Fees. 
 (i) A Director may elect to defer the receipt of all or a portion of his or her Meeting Fees in increments of 10%.

 (ii) If a Director has elected to receive Meeting Fees in the form of Company Stock, deferred stock Meeting Fees shall be credited to his
or her Stock Unit Account as of the last Trading Day of the month in which the meeting occurs. The number of Stock Units credited to the Stock Unit Account shall be equal to the number of shares of Company Stock that would have been issued to the
Director if a Deferral Election had not been made. 
 (iii) If a Director has elected to receive Meeting Fees in the form of cash, the
Director may elect to have deferred cash Meeting Fees credited to his or her Deferred Cash Account or Stock Unit Account, or a combination of the two accounts. The Director’s Deferral Election shall specify the portion to be deferred to each
account in increments of 10% and the election shall be irrevocable. Once the Deferral Election has been made, a Director may not elect to convert deferred Stock Units to Deferred Cash or vice versa. 
 (iv) The number of Stock Units attributable to cash Meeting Fees shall be determined by dividing the amount of the deferred Meeting Fee by the Fair
Market Value of a share of Company Stock on the last day of the month in which the meeting occurs and the Stock Units shall be credited to the Director’s Stock Unit Account as of that date and the amount of deferred cash Meeting Fees shall be
rounded to the nearest whole share. 
 (v) Deferrals of cash Meeting Fees in the form of Deferred Cash shall be credited to the
Director’s Deferred Cash Account as of the day the Meeting Fees would have been paid to the Director in the absence of a Deferral Election. 
  

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 (d) Interest Credits to Deferred Cash Accounts. Interest is credited to a Deferred Cash Account on
the last day of each calendar quarter of the Plan Year based on the balance in the Deferred Cash Account at the end of the preceding day. Interest will be credited at the annual rate established for the fixed rate fund used for various Dominion
Resources, Inc. deferred compensation plans. Interest credits are accrued on a monthly basis through the end of the month preceding the month of distribution of a Deferred Cash Account. 
  

	 	6.	Deferred Accumulation Benefit 

 (a) Any Eligible
Director who was a participant in the Stock Accumulation Plan, who was not vested in whole or part in the Stock Accumulation Plan as of December 31, 2004, who ceased to participate in the Stock Accumulation Plan and who was a Director on
January 1, 2005 received a Deferred Accumulation Benefit. The amount of the Deferred Accumulation Benefit was the number of Stock Units equal to (i) the number of Stock Units held in the Eligible Director’s accounts under the Stock
Accumulation Plan as of December 31, 2004, divided by (ii) 17 and (iii) multiplied by the number of years the Director had been a member of the Company’s Board as of December 31, 2004. 
 (b) The Company credited the appropriate number of Stock Units as a result of the Deferred Accumulation Benefit to the Eligible Director’s Stock
Unit Account as of January 1, 2005. 
  

	 	7.	Stock Unit Account 

 (a) All Stock Units credited to
a Director’s Stock Unit Account shall be credited with hypothetical cash dividends equal to the cash dividends that are declared and paid on Company Stock. On each record date, the Company shall determine the amount of cash dividends to be paid
per share of Company Stock. On the payment date of such dividend, the Company shall credit an equal amount of hypothetical cash dividends to each Stock Unit. The hypothetical cash dividends shall be converted into Stock Units by dividing the
hypothetical cash dividends by the Fair Market Value of Company Stock for the last Trading Day preceding the day on which the Company pays dividends on its Common Stock. With respect to the March 20, 2005 dividend only, the number of Stock
Units credited to a Director’s Stock Unit Account shall be rounded to the nearest whole share. Hypothetical cash dividends shall continue to be credited to Stock Units and shall be converted into additional Stock Units as described in this
subsection until all of the Stock Units in a Director’s Stock Unit Account have been distributed. The provisions of this subsection shall also apply to any distribution of Company Stock other than cash dividends or stock dividends, the market
value of any such distributions to be determined by the Board. 
 (b) Stock Units and the Stock Unit Account may not be sold, assigned,
transferred, disposed of, pledged, hypothecated or otherwise encumbered. 
  

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	 	8.	Distributions 

 (a) Distribution Election. A
Director may elect to receive his or her Deferred Cash Account and Stock Unit Account in a single lump sum payment or in ten (10) substantially equal annual installments. Except as permitted under any transition rule of Code section 409A for
periods prior to January 1, 2009, a distribution election shall be made at the time the Director makes his or her initial Deferral Election and shall be irrevocable. If a Director has not made a valid election with respect to distributions from
his or her Deferred Cash Account and Stock Unit Account, then such distributions shall be in the form of a lump sum payment. 
 (b) Time
of Distribution. Distribution of the Deferred Cash Account and Stock Unit Account shall be made (or in the case of installment payments, shall begin) as soon as administratively practicable after, but no later than 90 days after, the
Director’s Separation from Service. 
 (c) Distribution upon Death of Director. In the event of a Director’s Separation from
Service on account of death, payment shall be made to the Director’s Beneficiary in a single lump sum payment as soon as administratively practicable after, but no later than 90 days after, the death. If a Director dies after installment
payments have commenced, the balance of the unpaid installment payments shall be paid in a single lump sum payment as soon as administratively practicable after, but no later than 90 days after, the Director’s death. 
 (d) Form of Payment. Payment of the Deferred Cash Account shall be made in cash. Payment of the Stock Unit Account shall be made in whole shares
of Company Stock equal to the number of whole Stock Units in the Stock Unit Account. Payment for fractional shares shall be made in cash. 
  

	 	9.	Trust 

 (a) With respect to the (i) deferred
portion of the Annual Stock Retainer; (ii) the Annual Cash Retainer and Meeting Fees deferred into Stock Units; and (iii) Deferred Accumulation Benefits, the Company shall issue shares of Company Stock to a Trust equal to the number of
Stock Units. 
 (b) The Corporate Secretary of the Company shall be the trustee of the Trust unless the Board designates another person or
entity as trustee. The Trust shall secure the Company’s obligation to pay shares of Company Stock to the Director. The Trust and its assets shall remain subject to the claims of the Company’s creditors. Any interest that the Director may
be deemed to have in the Trust may not be sold, hypothecated or transferred (including, without limitation, transfer by gift), except by will or the laws of descent and distribution. Shares issued to the Trust shall be issued in the name of the
trustee and the trustee shall maintain a separate account for each Director. The trustee shall invest all cash dividends on Company Stock in additional shares of Company Stock to be held in the separate account of the Director. The Director shall
have the right to direct the trustee as to the voting of the number of shares of Company Stock equal to the number of Stock Units in the Director’s Stock Unit Account. 
  

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	 	10.	No Acceleration of Benefits 

 Notwithstanding any
other provision in this Plan to the contrary, the time or schedule for any payment of the Deferred Cash Account or the Stock Unit Account under this Plan shall not be accelerated under any circumstances. 
  

	 	11.	Restricted Stock and Stock Options 

 The Plan also
permits the award of Restricted Stock and Stock Options to Directors. The Board has the power and complete discretion to select Directors to receive such awards, and, under provisions consistent with this Section 11, to determine the terms and
conditions, the nature of the award and the number of shares to be allocated as part of each award for each Director. 
 (a) The Board shall
establish as to each award of Restricted Stock, the terms and conditions upon which the restrictions shall lapse. Shares of Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered or disposed of until
the restrictions on such shares as set forth in the restricted stock agreement have lapsed. Whenever the Board deems it appropriate to grant Restricted Stock to a Director, notice shall be given to the Director stating the number of shares of
Restricted Stock granted and the terms and conditions to which the Restricted Stock is subject. This notice shall become a grant agreement between the Company and the Director. Upon the award of Restricted Stock, the Director shall have all the
rights of a shareholder with respect to such shares of Restricted Stock, including, but not limited to, the right to vote such shares of Restricted Stock and the right to receive all dividends and other distributions paid thereon. Certificates
representing Restricted Stock shall be held by the Company until the restrictions lapse and the Director shall provide the Company with appropriate stock powers endorsed in blank. 
 (b) Whenever the Board deems it appropriate to grant Options, notice shall be given to the Director stating the number of shares for which Options are
granted, Option price per share, and the conditions to which the grant and exercise of the Options are subject. This notice shall become a stock option agreement. The exercise price of shares of Company Stock covered by a Stock Option shall be not
less than 100% of the Fair Market Value of Company Stock on the day prior to the grant of the Stock Option. Stock Options may be exercised in whole or in part at such time as may be specified in the stock option agreement; provided that no Stock
Option may be exercised after the expiration of eight (8) years from the date of the grant of the Stock Option. 
  

	 	12.	Effect of Stock Dividends and Other Changes to Company Stock  

 In the event of a stock dividend, stock split or combination of shares, recapitalization or merger in which the Company is the surviving corporation or other change in the Company’s capital stock, the number and
kind of shares of Company Stock to be subject to the Plan and the maximum number of shares which are authorized for distribution under the Plan shall be appropriately adjusted by the Board or a Committee of the Board, whose determination shall be
binding on all persons. 
  

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	 	13.	Interpretation and Administration of the Plan  

 The
Board shall administer, construe and interpret the Plan. Any decision of the Board with respect to the Plan shall be final, conclusive and binding upon all Directors. The Board may act by a majority of its members. The Board may authorize any member
of the Board or any officer of the Company to execute and deliver documents on behalf of the Board. The Board may consult with counsel, who may be counsel to the Company, and shall not incur any liability for action taken in good faith in reliance
upon the advice of counsel. The Corporate Secretary of the Company, or his or her designate, shall be authorized to take or cause to be taken such actions of a ministerial nature as necessary to effectuate the intent and purposes of the Plan,
including issuing Company Stock for the Plan, maintaining records of the Directors accounts, and arranging for distributions of such accounts in accordance with this Plan document. The Board shall interpret this Plan for all purposes in accordance
with Code section 409A and the regulations thereunder. 
  

	 	14.	Term of the Plan  

 The Plan shall continue until
terminated at any time by action of the Board or until there are no remaining shares available for the Plan under Section 4. Any termination of the Plan by the Board shall not alter or impair any of the rights or obligations for any benefit
previously deferred under the Plan. 
  

	 	15.	Amendment of the Plan  

 The Board may suspend or
terminate the Plan or revise or amend the Plan in any respect; provided, any amendment or termination of the Plan shall not adversely affect a Director with respect to any benefit previously deferred under the Plan. 
  

	 	16.	Rights Under the Plan  

 The Plan shall not
constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain any person as a director for any period of time. 
  

	 	17.	Beneficiary  

 A Director may designate in writing
delivered to the Company’s Corporate Secretary, one or more beneficiaries (which may include a trust) to receive any distributions under the Plan after the death of the Director. If a Director fails to designate a beneficiary, or no designated
beneficiary survives the Director, any payments to be made with respect to the Director after death shall be made to the personal representative of the Director’s estate. 
  

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	 	18.	Notice  

 All notices and other communications
required or permitted to be given under this Plan shall be in writing and shall be deemed to have been duly given if delivered personally or mailed first class, postage prepaid, as follows: (a) if to the Company—at its principal business
address to the attention of the Corporate Secretary; (b) if to any Director—at the last address of the Director known to the sender at the time the notice or other communication is sent. 
  

	 	19.	Construction 

 The Plan shall be construed
and enforced according to the laws of the Commonwealth of Virginia, without regard to its choice of law provisions. Headings and captions are for convenience only and have no substantive meaning. Reference to one gender includes the other, and
references to the singular and plural include each other. 
  

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