Restricted Stock Award Agreement


                                        Exhibit
      10.1
      Dominion
        Resources, Inc.

      Restricted
        Stock Award Agreement

      


      THIS
        AGREEMENT, dated April 3, 2007, 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"). If not defined herein, all terms used in
        this
        Agreement 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 3, 2007 (“Date of Grant”),
                  subject to the terms and conditions of the Plan, and subject further
                  to
                  the terms and conditions set forth herein and attached
                  hereto.

              


      

      


      
        	 	
                2.

              	
                Vesting.
                  Except as provided in paragraphs 4 or 5, the shares of Restricted
                  Stock
                  that have not been previously forfeited shall vest according to
                  the
                  following schedule:

              


      

      


      _________
        shares will vest on April 3, 2010 (“Vesting Date”).

      


      
        	 	
                3.

              	
                Forfeiture.
                  Except as provided in paragraphs 4 or 5, the Participant's rights
                  in the
                  Restricted Stock shall be forfeited if the Participant’s employment with
                  the Company or a Dominion Company terminates prior to the Vesting
                  Date
                  shown above. 

              


      

      


      
        	 	
                4.

              	
                Death,
                  Disability, Retirement or Termination without Cause.
                  If
                  before the Vesting Date, 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 shall become
                  vested equal to the number of shares of Restricted Stock times
                  the
                  fraction of (A) the number of complete calendar 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 4 shall be deemed
                  forfeited.

              


      

      


      
        	 	
                5.

              	
                Change
                  of Control.
                  Upon a Change of Control prior to the Vesting Date, the Participant’s
                  rights in the Restricted Stock 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 complete calendar 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 subparagraphs
                  (i)
                  through (iii) below:

              


      

      


      
        	 	
                (i)

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

              


      

      


      
        	 	
                (ii)

              	
                Death,
                  Disability or Retirement.
                  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 complete calendar 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.

              


      

       

      
        
        

      

      
        
        

      

      
        	 	
                6.

              	
                Terms
                  and Conditions.

              


      

      


      
        	 	
                a.

              	
                Nontransferability.
                  Except as provided in paragraphs 4 or 5, no rights in the shares
                  of
                  Restricted Stock are transferable until the Vesting Date.
                  

              


      

      


      
        	 	
                b.

              	
                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.

              


      

      


      
        	 	
                c.

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

              


      

      


      
        	 	
                d.

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

              


      

      


      
        	 	
                e.

              	
                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 and/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.

              


      

      


      
        	 	
                f.

              	
                Delivery
                  of Shares.

              


      

      


      
        	 	
                (i)

              	
                Share
                  Delivery.
                  As
                  soon as practicable after the Vesting Date or after the requirements
                  of
                  paragraphs 4 or 5 are satisfied, 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.
                  As an
                  alternative to making a cash payment to satisfy the Applicable
                  Withholding
                  Taxes, the Participant or the Participant’s successor may elect to have
                  the Company retain that number of shares of Restricted Stock (valued
                  at
                  their Fair Market Value) that would satisfy the Applicable Withholding
                  Taxes.

              


      

      


      
        	 	
                g.

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

              


      

      


      
        	 	
                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 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.

              


      

      


      
        	 	
                j.

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

              


      

      


      
        	 	
                k.

              	
                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.

              


      

      


      
        	 	
                l.

              	
                Participant
                  Bound by Plan.
                  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.

              


      

      


      
         

         

        
          
          

        

      

      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