E&P Performance Grant Agreement

                                                                  Exhibit
    10.4
    Dominion
      Resources, Inc.

    Performance
      Grant 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") to the extent
      provided below. If not defined herein, all terms used in this Agreement have
      the
      same meaning given them in the Plan. The Performance Grant will be administered
      by the Compensation, Governance and Nominating Committee (the “CGN Committee”)
      of the Company’s Board of Directors. 

    


    
      	 	
              1.

            	
              Performance
                Grant.
                Pursuant to the Plan, the Participant is granted a Performance Grant
                at a
                Target Amount of                       
                on
                April 3, 2007 (“Date of Grant”), 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 or as soon
                as
                administratively practicable
                thereafter.

            


    

    


    
      	 	
              2.

            	
              Performance
                Condition.
                The Performance Condition used for the purposes of this Agreement
                shall be
                the same funding and payout goals established for the Dominion Exploration
                & Production (“Dominion E&P”) segment under the 2007 Annual
                Incentive Plan. The Target Amount that will be paid out will be based
                on
                the payout score percentage achievement of the 2007 Annual Incentive
                Plan
                goal for the Dominion E&P segment. The Performance Period for purposes
                of this Agreement is the period beginning January 1, 2007 and ending
                December 31, 2007.

            


    

    


    
      	 	
              3.

            	
              Death,
                Disability, Retirement and Termination without Cause. 

            


    

    


    
      	 	
              a.

            	
               Retirement.
                If
                the Participant Retires and would have been eligible for a payment
                under
                paragraph 2 if the Participant had remained employed until December
                31,
                2007, the Participant shall receive the amount determined under paragraph
                2 as if the Participant had remained employed times the fraction
                of (A)
                the number of completed months from the Date of Grant to the Participant’s
                Retirement divided by (B) the number of months between the Date of
                Grant
                and December 31, 2007. Payment shall be made at the time provided
                in
                paragraph 1.

            


    

    


    
      	 	
              b.

            	
              Death,
                Disability and Termination without Cause.
                If
                during the Performance Period and before a Change of Control, the
                Participant dies, becomes Disabled or is terminated without Cause
                (as
                “Cause” is defined in the Participant’s Employment Continuity Agreement),
                the Participant shall receive a lump sum cash payment equal to the
                product
                of (i) and (ii) where 

            


    

    


    
      	 	
              (i)

            	
              is
                the predicted performance used for determining the compensation cost
                recognized by the Company for this Performance Grant 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 event and
                

            


    

    


    
      	 	
              (ii)

            	
              is
                the fraction of (A) the number of complete calendar months from the
                Date
                of Grant to the date of death, Disability and termination without
                Cause
                divided by (B) the number of months between the Date of Grant and
                December
                31, 2007. 

            


    

    


    Payment
      under this paragraph 3(b) shall be made 30 days after the date of the
      Participant’s death, termination of employment due to Disability or termination
      without Cause; provided that payment shall be made no earlier than six months
      after the Participant’s death or termination if the payment is subject to
      Section 409A of the Code and the Participant is a Specified Employee (within
      the
      meaning of Section 409A(a)(2)(B)(i) of the Code).

    


    
      	 	
              4.

            	
              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 date, 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 Grant 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.

            


    

    


    
      	 	
              5.

            	
              Terms
                and Conditions.

            


    

    


    
      	 	
              a.

            	
              Forfeiture.
                Except as provided in paragraphs 3 or 4, the Participant's rights
                in the
                Performance Grant shall be forfeited if the Participant’s employment with
                the Company or a Dominion Company terminates before the end of the
                Performance Period. 

            


    

     

    
      
      

      
        

      

    

    
      
      

    

    
      	 	
              b.

            	
              Nontransferability.
                No
                rights in the Performance Grant are transferable.
                

            


    

    


    
      	 	
              c.

            	
              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.


            


    

    


    
      	 	
              d.

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

            


    

    


    
      	 	
              e.

            	
              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.

            


    

    


    
      	 	
              f.

            	
              Application
                of Section 162(m).
                It
                is intended that payments for Dominion E&P’s funding and payout goals
                under this Performance Grant 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 CGN Committee
                will certify Dominion E&P’s funding and payout goals achievement for
                the Performance Period. To the maximum extent possible, this Performance
                Grant and the Plan shall be interpreted and construed consistent
                with this
                paragraph 5(f). 

            


    

    


    
      	 	
              g.

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

            


    

    


    
      	 	
              h.

            	
              Conflicts.
                In
                the event of any conflict between the terms of a special retention
                package
                given to you in connection with Dominion’s strategic process with Dominion
                E&P and the provisions of this Agreement, the terms of the special
                retention package shall govern. 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.

            


    

    


    
      	 	
              i.

            	
              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.

            


    

    


    
      	 	
              j.

            	
              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