Performance Grant Agreement

                                                                  Exhibit
    10.2
    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 used 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, 2009 or as soon
                as
                administratively practicable thereafter. The Performance Period for
                purposes of this Agreement is the period beginning January 1, 2007
                and
                ending December 31, 2008. 

            


    

    


    
      	 	
              2.

            	
              TSR
                Performance Conditions

            


    

    


    Total
      Shareholder Return Performance (“TSR Performance”) shall determine fifty percent
      (50%) of the Target Amount (“TSR Percentage”). TSR Performance is defined in
      Exhibit A. The Performance Period for the TSR Performance is the period
      beginning January 1, 2007 and ending December 31, 2008. The TSR Percentage
      that
      will be paid out, if any, is based on the following table.

     

    

      
        	 	
                Percentage
                  Payout

                of
                  TSR Percentage 

              
	
                Relative
                  TSR Performance

              
	 	 
	
                Top
                  Quartile - 75 % to 100%

              	
                   150%
                  - 200%

              
	
                2nd
                  Quartile - 50% to 74.9%

              	
                100%
                  - 149.9%

              
	
                3rd
                  Quartile - 25% to 49.9%

              	
                     50%
                  - 99.9%

              
	
                4th
                  Quartile - below 25%

              	
                                     0%

              


      


       

    

    
      To
        the
        extent that the Company’s TSR Performance ranks in a percentile within the Top,
        2nd or 3rd Quartiles of Relative TSR Performance, then the TSR Percentage
        Payout
        shall be interpolated between the top and bottom of the Percentage Payout
        of TSR
        Percentage range for that Quartile.

    

    


    No
      payment will be made if the TSR Performance is in the 4th Quartile, except
      that
      a payment of 25% of the TSR Percentage shall be made if the Company’s TSR
      Performance was at least        %
      on a
      compounded annual basis for the Performance Period.

    


    
      	 	
              3.

            	
              ROIC
                Performance Conditions

            


    

    


    Return
      on
      Invested Capital Performance (“ROIC Performance”) shall determine fifty percent
      (50%) of the Target Amount (“ROIC Percentage”). ROIC Performance is defined in
      Exhibit A. The Performance Period for the ROIC Performance is the period
      beginning January 1, 2007 and ending December 31, 2008. The ROIC Percentage
      that
      will be paid out, if any, is based on the following table.


     

    
      
        	
                 

              	
                Percentage
                  Payout

              
	
                ROIC
                  Performance

              	
                of
                  ROIC Percentage

              
	 	 
	
                             %
                  or greater

              	
                       
                  200%

              
	
                             % 
                  -          
                  %

              	
                150%
                  - 199.9%

              
	
                             % 
                  -          
                  %

              	
                100%
                  - 149.9%

              
	
                            
                  % 
                  -          
                  %

              	
                  
                  50% - 99.9%

              
	
                     Below           %

              	
                                  
                  0%

              


      

    

    
      
         

      

    

    To
      the
      extent that the Company’s ROIC Performance is between      %
      and
      %,
      then
      the ROIC Percentage payout shall be interpolated between the top and bottom
      of
      the applicable Percentage Payout of ROIC Percentage range set forth
      above.

     

    

      
        

      

    

    The
      ROIC
      Performance may be adjusted negatively by the CGN Committee based on the
      Company’s performance under the final approved ROIC goals for non-executive
      officers for their 2007 performance grants. Any adjustments to the ROIC
      Performance will be communicated to the Participant when made. 

    


    
      	 	
              4.

            	
              Death,
                Disability, Retirement and Termination without Cause. 

            


    

    


    
      	 	
              a.

            	
              Retirement.
                If
                the Participant Retires and would have been eligible for a payment
                under
                paragraphs 2 or 3 if the Participant had remained employed until
                December
                31, 2008, the Participant shall receive the amount determined under
                paragraphs 2 and/or 3 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, 2008. 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, 2008. 

            


    

    


    Payment
      under this paragraph 4(b) shall be made 30 days after the date of the
      Participant’s death or termination of employment due to Disability or
      termination without Cause; provided, however, 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).

    


    
      	 	
              5.

            	
              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.

            


    

    


    
      	 	
              6.

            	
              Terms
                and Conditions.

            


    

    


    
      	 	
              a.

            	
              Forfeiture.
                Except as provided in paragraphs 4 or 5, 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 December 31,
                2008.
                

            


    

    


    
      	 	
              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 Code Section 162(m).
                It
                is intended that payments for TSR Performance 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 the
                TSR
                Performance. To the maximum extent possible, this Performance Grant
                and
                the Plan shall be interpreted and construed consistent with this
                paragraph
                6(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 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

    
      
 

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

                                                                                                              EXHIBIT
        A

    

    


    


    Total
      Shareholder Return (TSR) and Return on Invested Capital (ROIC) are determined
      under policies established by the CGN Committee. The calculations of the
      performance measures are summarized below. 

    


    


    Total
      Shareholder Return

    


    The
      TSR
      Performance will be measured based on where the Company’s total shareholder
      return during the Performance Period ranks in relation to the total shareholder
      returns of the Comparison Companies during such period. TSR reflects the change
      in stock price during the Performance Period plus any dividends paid.


    


    The
      Comparison Companies are:

    


    
      	
              American
                Electric Power Company, Inc.

            	
              FPL
                Group, Inc.

            
	
              Constellation
                Energy Group, Inc.

            	
              NiSource
                Inc.

            
	
              Duke
                Energy Corporation

            	
              PPL
                Corporation

            
	
              Entergy
                Corporation

            	
              Progress
                Energy, Inc.

            
	
              Exelon
                Corporation

            	
              Public
                Service Enterprise Group Incorporated

            
	
              FirstEnergy
                Corporation

            	
              Southern
                Company

            


    

    


    The
      list
      of Comparison Companies is subject to adjustment in accordance with policies
      established by the CGN Committee. Any adjustments to the list of Comparison
      Companies will be communicated to the Participant when made.

    


    


    Return
      on Invested Capital

    


    ROIC
      reflects the Company’s total return divided by average invested capital for the
      Performance Period.
      For
      this
      purpose, total return is the Company’s operating earnings plus its after-tax
      interest and related charges plus preferred dividends. In accordance with
      policies established by the CGN Committee, the ROIC Performance may be adjusted
      negatively by the CGN Committee based on the Company’s performance under the
      final approved ROIC goals for non-executive officers for their 2007 performance
      grants. Any adjustments to the ROIC Performance will be communicated to the
      Participant when made.