DOMINION RESOURCES INC /VA/ (Form: 8-K, Received: 12/23/2004 16:06:17)

the monthly benefit that would have been payable to the Participant under the Retirement Plan but for the application of the limits set forth in Code Sections 401(a)(17) and 415 as of December 31, 2004; and

the monthly benefit that the Participant is entitled to receive under the Retirement Plan as of December 31, 2004.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) December 17, 2004

Dominion Resources, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Virginia

1-8489

54-1229715

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

120 Tredegar Street

Richmond, Virginia

23219

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code (804) 819-2000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On December 17, 2004, the Dominion Resources, Inc. (Dominion) Board of Directors approved amendments to certain employee and director benefit plans and the adoption of four employee and director benefits plans to comply with new deferred compensation requirements of Section 885 of the American Jobs Creation Act of 2004 (the Act) and Section 409A of the Internal Revenue Code of 1986, as amended (the Code).

•

The Stock Accumulation Plan for Outside Directors, Directors Stock Compensation Plan and Directors’ Deferred Cash Compensation Plan (collectively, the Directors’ Plans) were amended to freeze participation and prohibit deferral of compensation and grant of new benefits in the Directors’ Plans after December 31, 2004. The Directors’ Plans will continue to operate in accordance with the terms of each plan with respect to amounts deferred and/or vested prior to January 1, 2005.

•

The Non-Employee Directors’ Compensation Plan was approved to permit the deferral of compensation earned by Dominion’s non-employee directors after December 31, 2004 in accordance with the Act and Section 409A of the Code and provides comparable benefits to those previously included under the Directors’ Plans. Deferred compensation is payable only upon separation of service from Dominion. Distributions will be made in a lump sum payment or in ten annual installments as chosen by the non-employee director. The Non-Employee Directors’ Compensation Plan is subject to shareholder approval.

•

The Executive Supplemental Retirement Plan, Retirement Benefit Restoration Plan and Executives’ Deferred Compensation Plan (collectively, the Executives’ Plans) were amended and restated to freeze participation and benefits in the Executives’ Plans after December 31, 2004. The Executives’ Plans will continue to operate in accordance with terms of each plan with respect to amounts deferred and/or vested prior to January 1, 2005.

•

The New Executive Supplemental Retirement Plan, New Retirement Benefit Restoration Plan and New Deferred Compensation Plan were approved to permit the deferral of compensation or accrual of benefits earned by participants after December 31, 2004 in accordance with the Act and Section 409A of the Code.

An amendment to the Dominion Security Option Plan was also approved to clarify that 100% of bonus or compensation could be paid in the form of options as no FICA withholding would be made, and that no options would be issued in lieu of any benefits earned and accrued under the New Deferred Compensation Plan, New Benefit Restoration Plan and New Executive Supplemental Retirement Plan.

Finally, the Executive Stock Purchase Tool Kit was amended to (i) change the vesting conditions so that any restricted stock granted under the program would be forfeited upon retirement (if not already vested as of the retirement date); and (ii) to increase the company match on amounts invested in Dominion Stock for the Restricted Stock Exchange Program and Bonus Deferral Program. A new form of Restricted Stock Grant Agreement was approved as well.

Also on December 17, 2004, the Organization, Compensation and Nominating Committee (OCN Committee) recommended, and the Board of Directors approved, the 2005 compensation program for executive officers. The OCN Committee did not approve a long-term equity grant for officers for 2005, but did approve base salary increases for executive officers based on the report of the committee’s independent compensation consultant. After reviewing the current compensation as compared to its peer

companies and competitive labor market, the OCN Committee approved base salary increases for its five named executive officers. These adjustments were deemed appropriate by the committee and its consultant in light of each officer’s current compensation as compared to the market median for comparative positions, tenure in office and other considerations. The base salary for Dominion’s chairman and chief executive officer was increased to $1,177,000. In addition, the base salaries for Dominion’s President and Chief Operating Officer, Executive Vice President and Chief Financial Officer, Executive Vice President (President and Chief Executive Officer – Dominion Exploration & Production) and Executive Vice President (President and Chief Executive Officer – Dominion Delivery) were increased to $776,000; $528,000, $483,000, and $397,000 respectively. The base salary increases were approved by the Board of Directors but are not otherwise set forth in a written agreement between the Company and the executives.

Item 9.01 Financial Statements and Exhibits.

Exhibits


10.1		Dominion Resources, Inc. Stock Accumulation Plan for Outside Directors, amended as of February 27, 2004 (Exhibit 10.15, Form 10-K for the fiscal year ended December 31, 2003, incorporated by reference); amended effective December 31, 2004.

10.2		Dominion Resources, Inc. Directors Stock Compensation Plan, as amended February 27, 2004 (Exhibit 10.16, Form 10-K for the fiscal year ended December 31, 2003, incorporated by reference); amended effective December 31, 2004.

10.3		Dominion Resources, Inc. Directors’ Deferred Cash Compensation Plan, as amended and in effect September 20, 2002 (Exhibit 10.4, Form 10-Q for the quarter ended September 30, 2002, incorporated by reference); amended effective December 31, 2004.

10.4		Dominion Resources, Inc. Non-Employee Directors’ Compensation Plan, effective January 1, 2005.

10.5		Dominion Resources, Inc. Executive Supplemental Retirement Plan, as amended and restated effective December 17, 2004.

10.6		Dominion Resources, Inc. Retirement Benefit Restoration Plan, as amended and restated effective December 17, 2004.

10.7		Dominion Resources, Inc. Executives’ Deferred Compensation Plan, amended and restated effective December 17, 2004.

10.8		Dominion Resources, Inc. New Executive Supplemental Retirement Plan, effective January 1, 2005.

10.9		Dominion Resources, Inc. New Retirement Benefit Restoration Plan, effective January 1, 2005.

10.10		Dominion Resources, Inc. New Deferred Compensation Plan, effective January 1, 2005.

10.11		Dominion Resources, Inc. Executive Stock Purchase Tool Kit, effective September 1, 2001, amended and restated December 17, 2004.

10.12		Dominion Resources, Inc. Stock Purchase Tool Kit Restricted Stock Exchange Form of Restricted Stock Award Agreement.

10.13		Dominion Resources, Inc. Security Option Plan, effective January 1, 2003 and restated effective January 1, 2005.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DOMINION RESOURCES, INC.

Registrant

/s/ Patricia A. Wilkerson

Patricia A. Wilkerson

Vice President and Corporate Secretary

Date: December 23, 2004

Exhibit 10.1

Amendment to

Dominion Resources, Inc.

Stock Accumulation Plan for Outside Directors

Effective as of December 31, 2004

1.	Effective December 31, 2004 (the “Plan Freeze Date”):

(a)

An Outside Director who has not already been vested in whole or in part in his or her Stock Unit Account as of the Plan Freeze Date, shall not be vested in, or be entitled to payment of, any amount in that Stock Unit Account after the Plan Freeze Date and any such amount shall be forfeited to the Dominion Resources, Inc. Stock Accumulation Plan for Outside Directors (the “Plan”). Outside Directors who have been vested in whole or in part in their Stock Unit Account on or before the Plan Freeze Date shall not be affected.

(b)

An Outside Director who has not already been vested in his or her Dividend Account as of the Plan Freeze Date shall not be vested in, or be entitled to payment of, any amount in that Dividend Account after the Plan Freeze Date and any such amount shall be forfeited to the Plan. Outside Directors who have been vested in whole or in part in their Dividend Accounts on or before the Plan Freeze Date shall not be affected.

Notwithstanding Section 6(c) of the Plan to the contrary, the final election by an Outside Director prior to the Plan Freeze Date shall govern the method and timing of payments for all Stock Units awarded under the Plan. If by the Plan Freeze Date, an Outside Director has not elected the method in which the Accounts are to be paid, the Accounts will be paid in a single lump sum payment. Any payment to a beneficiary of an Outside Director shall be a single lump sum payment.

The vested portions of an Outside Director’s Accounts, shall be distributed to the Outside Director only upon the Outside Director’s Cessation of Service as described in Subsections 7(a) and (b) of the Plan and, after the Plan Freeze Date, no election may be made under Subsection 7(c) of the Plan to receive distributions prior to Cessation of Service.

4.	Notwithstanding any provisions of the Plan to the contrary, the time or schedule for any payment under the Plan may not be accelerated under any circumstances.

For the purposes of the Plan and this amendment, the term “Cessation of Service” is intended to have the same meaning as the term “Separation from Service” as defined under Code Section 409A and the related regulations. Additionally, the terms “Change of Control” and “Disability” shall have the same meanings as such terms are given under Code Section 409A. All other capitalized terms not defined in this amendment, shall have the same meanings as set forth in the Plan.

6.	Except as provided herein, all other terms and conditions of the Plan shall continue in full force and effect.

The Plan is being amended with the intent that the amendments shall not constitute a material modification for purposes of Section 885(d)(2) of Public Law No. 108-357, the American Jobs Creation Act of 2004. If any portion of this amendment is determined to be a material modification for that purpose, that portion of the amendment shall be null and void. All provisions of this amendment and the Plan shall be read and interpreted to be consistent with the intent of this amendment.

Exhibit 10.2

Amendment to

Dominion Resources, Inc.

Directors Stock Compensation Plan

Effective as of December 31, 2004

1.	Effective December 31, 2004 (the “Plan Freeze Date”):

(a)

no directors elected after the Plan Freeze Date will be eligible to participate in the Dominion Resources, Inc. Directors Stock Compensation Plan (the “Plan”); and

(b)

no new benefits will be conferred under the Plan to Eligible Directors already participating in the Plan.

2.	In furtherance of the above, after the Plan Freeze Date:

(a)

no additional Annual Stock Retainer or Deferred Stock Retainer will be granted under the Plan;

(b)

no Deferral Election with respect to an Annual Stock Retainer shall be permitted to be made; and

(c)

any Deferral Election made by an Eligible Director for all future plan years shall be revoked.

3.	Section 5 of the Plan shall be amended as follows:

(a)

Section 5(a) is amended by adding at the end a sentence as follows:

If an Eligible Director makes a Deferral Election under Section 5(a), such Eligible Director’s Stock Unit Account will be credited with a number of Stock Units equal in number to the shares of Company Stock specified for deferral in the Deferral Election.

(b)

The first sentence of Section 5(b) is amended to read as follows:

With respect to the deferred portion of the Annual Stock Retainer, the Company shall issue shares of Company Stock to a trust equal to the number of Stock Units credited to a Director.

(c)

The last sentence of Section 5(b) shall be amended to read as follows:

The Eligible 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 held in the Eligible Director’s Stock Unit Account.

4.	All other terms and conditions of the Plan in effect on October 2, 2004 shall continue in full force and effect for all Eligible Directors in the Plan as of the Plan Freeze Date.

The Plan is being amended to clarify the prior operation of the Plan and with the intent that the amendments shall not constitute a material modification for purposes of Section 885(d)(2) of Public Law No. 108-357, The American Jobs Creation Act of 2004. If any portion of this amendment is determined to be a material modification for that purpose, that portion of the amendment shall be null and void. All provisions of this amendment and the Plan shall be read and interpreted to be consistent with the intent of this amendment.

For the purpose of the Plan and this amendment, the term Stock Unit means a hypothetical share of Company Stock. The Company will set up a bookkeeping account for each Eligible Director’s Stock Units under the Plan (a “Stock Unit Account”). 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 the Stock Units shall not confer upon any Eligible Director any of the rights associated with Company Stock, including without limitation, the right to vote or receive distributions. All capitalized terms not defined in this amendment shall have the same meanings as set forth in the Plan.

Exhibit 10.3

Amendment to

Dominion Resources, Inc.

Directors’ Deferred Cash Compensation Plan

Effective as of December 31, 2004

1.	Effective December 31, 2004 (the “Plan Freeze Date”):

(a)

no new Directors will be eligible to participate in the Directors’ Deferred Cash Compensation Plan (the “Plan”) after the Plan Freeze Date;

(b)

no Directors already participating in the Plan will be able to defer any Compensation earned or attributable to services provided after the Plan Freeze Date; and

(c)

Deferred Stock Benefits, for which shares are contributed to a Trust account in accordance with the Plan, shall be rounded to the nearest whole share upon such contribution.

2.	All other terms and conditions of the Plan shall continue in full force and effect for all Deferred Benefits elected under the Plan as of the Plan Freeze Date (including amounts earned in 2004 but paid in 2005).

The Plan is being amended to clarify the prior operation of the Plan and with the intent that the amendments shall not constitute a material modification for purposes of Section 885(d)(2) of Public Law No. 108-357, the American Jobs Creation Act of 2004. If any portion of this amendment is deemed to be a material modification for that purpose, that portion of the amendment shall be null and void. All provisions of this amendment and the Plan shall be read and interpreted to be consistent with the intent of this amendment.

4.	All capitalized terms not defined in this amendment, shall have the same meanings as set forth in the Plan.

Exhibit 10.4

DOMINION RESOURCES, INC.

NON-EMPLOYEE DIRECTORS’ COMPENSATION PLAN

Effective January 1, 2005

TABLE OF CONTENTS


		Page

1.	PURPOSE.	1

2.	DEFINITIONS.	1

3.	PARTICIPATION IN THE PLAN.	3

4.	STOCK RESERVED FOR THE PLAN.	3

5.	DEFERRAL ELECTIONS.	3

6.	ANNUAL DEFERRED STOCK GRANT.	5

7.	DEFERRED ACCUMULATION BENEFIT.	5

8.	STOCK UNIT ACCOUNT	5

9.	DISTRIBUTIONS	6

10.	TRUST.	6

11.	NO ACCELERATION OF BENEFITS.	6

12.	RESTRICTED STOCK AND STOCK OPTIONS	7

13.	EFFECT OF STOCK DIVIDENDS AND OTHER CHANGES TO COMPANY STOCK	7

14.	INTERPRETATION AND ADMINISTRATION OF THE PLAN	7

15.	TERM OF THE PLAN.	8

16.	AMENDMENT OF THE PLAN.	8

17.	RIGHTS UNDER THE PLAN.	8

18.	BENEFICIARY.	8

19.	NOTICE.	8

20.	CONSTRUCTION.	8

-i-

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 its non-employee directors cash or Dominion common stock. It 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 Director’s fees and to meet the requirements of new Section 409A of the Internal Revenue Code (“Code”).

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.

(d) “ 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.

(e) “ Annual Stock Retainer ” means that portion of a Director’s Annual Retainer payable in Company Stock.

(f) “ Board ” means the Board of Directors of the Company.

(g) “ Code ” means the Internal Revenue Code of 1986, as amended.

(h) “ Company ” means Dominion Resources, Inc., or any successor business by merger, purchase or otherwise that maintains the Plan.

(i) “ 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 13) within the meaning of the Plan.

(j) “ Deferral Election ” has the meaning provided in Section 5(a)(i).

-1-

(k) “ Deferred Accumulation Benefit ” has the meaning provided in Section 7(a).

(l) “ Deferred Cash ” has the meaning provided in Section 5(b)(i).

(m) “ Deferred Cash Account ” means the bookkeeping account for Deferred Cash under Section 5(b)(ii).

(n) “ Director ” means a member of the Company’s Board who is not an employee.

(o) “ Effective Date ” means January 1, 2005, subject to shareholder approval.

(p) “ Eligible Director ” means a Director elected to the Company’s Board between January 1, 1995 and January 1, 2004 who had not reached age 62 at the date of election.

(q) “ Fair Market Value ” means the closing price of a share of Company Stock, as reported in the Wall Street Journal , on a specified date.

(r) “ Meetings Fees ” means the cash fees paid to a Director for attending Company Board and Committee meetings, as determined by the Board, excluding any expense reimbursements or similar items.

(s) “ New Director ” means a Director elected to the Company’s Board after Feburary 27, 2004.

(t) “ Plan Year ” means a calendar year.

(u) “ Restricted Stock ” means Company Stock awarded upon the terms and subject to the restrictions set forth in Section 12.

(v) “ Separation from Service ” is intended to have the same meaning as this term is defined under Code section 409A and the regulations thereunder.

(w) “ Stock Accumulation Plan ” means the Dominion Resources, Inc. Stock Accumulation Plan for Outside Directors.

(x) “ Stock Option ” means a right to purchase Company Stock granted under the Plan, at a price determined in accordance with Section 12.

(y) “ 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.

-2-

(z) “ Stock Unit Account ” means the bookkeeping account for all of a Director’s Stock Units.

(aa) “ Trust ” has the meaning provided in Section 10.

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. A Director also may elect to defer receipt of an Annual Retainer as provided in Section 5.

(b) Meetings Fees. In addition to any Annual Retainer, a Director may also receive Meetings Fees based on his or her attendance at Company Board and Committee meetings during a Plan Year. The Board shall determine the amount of the Meetings Fees, if any. A Director also may elect to defer receipt of Meetings Fees as provided in Section 5(b).

(c) Annual Deferred Stock Grant. At each Annual Meeting, each New Director and each Eligible Director shall be paid an Annual Deferred Stock Grant. The terms and conditions of the Annual Deferred Stock Grant are provided in Section 6.

(d) Deferred Accumulation Benefit. Each Eligible Director who, prior to the Effective Date of this Plan, was a participant in the Stock Accumulation Plan, but who had not been vested in whole or in part in either of his or her accounts under the Stock Accumulation Plan as of December 31, 2004, shall receive a Deferred Accumulation Benefit as provided in Section 7.

(e) 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 12.

4. Stock Reserved for the Plan.

The aggregate number of shares of Company Stock authorized for distribution to Directors, Eligible Directors and New Directors under Section 3 is 500,000, subject to adjustment pursuant to Section 13.

5. Deferral Elections.

(a) Deferral of Annual Stock Retainer .

(i) A Director may elect to defer the receipt of some or the entire Annual Stock Retainer by completing a deferral election (“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

-3-

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.

(ii) For a Director’s Annual Stock Retainer Deferral Election, Stock Units shall be credited to the Director’s Stock Unit Account on the day of the Company’s Annual Meeting. The number of Stock Units shall be equal to the number of shares of Company Stock elected to be deferred by the Director.

(b) Deferral of Annual Cash Retainer and Meetings Fees .

(i) A Director may elect to defer the receipt of all or part of his or her Annual Cash Retainer and Meetings Fees by completing a Deferral Election. For purposes of this Section 5(b), a Deferral Election shall be subject to the same terms and conditions as provided in Section 5(a)(i). The Deferral Election shall specify the portion of the Annual Cash Retainer and Meetings Fees to be deferred in increments of 10%. A Director may elect to make the deferral into either cash (“Deferred Cash”) or Stock Units or a combination of the two. The Deferral Election shall specify the portion of the Annual Cash Retainer and Meetings Fees to be Deferred Cash or Stock Units in increments of 10%. A Director may not elect to convert Deferred Cash to Stock Units or vice versa.

(ii) Deferred Cash shall be credited to a separate account (“Deferred Cash Account”) for a Director as of the day it would have been paid but for the deferral. 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 under the Dominion Resources, Inc. New Deferred Compensation Plan. Interest credits are accrued on a monthly basis through the end of the month preceding the month of distribution of a Deferred Cash Account.

(iii) For a Director’s Annual Cash Retainer deferred in Stock Units, Stock Units shall be credited to the Director’s Stock Unit Account on the day of the Company’s Annual Meeting. The number of Stock Units 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. Stock Units attributable to Meetings Fees shall be credited to a Director’s Stock Unit Account on the last day of the month in which the meeting occurs. The number of Stock Units shall be determined by dividing the deferred Meetings Fees by the Fair Market Value of a share of Company Stock on the last trading day of the month in which the relevant meeting occurred. The number of Stock Units credited to a Director’s Stock Unit Account for the deferred Annual Cash Retainer and Meeting Fees shall be rounded to the nearest whole share.

-4-

6. Annual Deferred Stock Grant.

The Annual Deferred Stock Grant shall be made to New Directors and Eligible Directors subject to the following provisions:

(a) The amount of the Annual Deferred Stock Grant shall be the number of Stock Units, rounded to the nearest whole share, equal to (i) the dollar value set by the Board for the Plan Year, divided by (ii) the Fair Market Value of Company Stock for the last trading day before the Company’s Annual Meeting.

(b) The Company shall credit the appropriate number of Stock Units resulting from the Annual Deferred Stock Grant to the Director’s Stock Unit Account.

7. Deferred Accumulation Benefit.

(a) Any Eligible Director who was a participant in the Stock Accumulation Plan, was not vested in whole or part in the Stock Accumulation Plan as of December 31, 2004, and who ceased to participate in the Stock Accumulation Plan shall be entitled to a Deferred Accumulation Benefit. The amount of the Deferred Accumulation Benefit shall be 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 has been a member of the Company’s Board.

(b) The Company shall credit 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.

8. 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.

-5-

(b) Stock Units and the Stock Unit Account may not be sold, assigned, transferred, disposed of, pledged, hypothecated or otherwise encumbered.

9. Distributions.

(a) A Director’s Deferred Cash Account and Stock Unit Account shall be distributed in a single lump sum payment, unless the Director elects to receive distribution in ten annual installments. In the event of a Director’s Separation from Service for any reason other than death (including resignation or completion of an elected term without reelection), payment shall be made to the Director as soon as practicable after the Separation from Service. In the event of a Director’s Separation from Service on account of death, payment shall be made to the Director’s Beneficiary as soon as practicable after the death.

(b) Payment of the Deferred Cash Account shall be made in cash.

(c) 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.

10. Trust .

(a) With respect to the (i) deferred portion of the Annual Stock Retainer; (ii) the Annual Cash Retainer and Meetings Fees deferred into Stock Units, (iii) Deferred Accumulation Benefits; and (iv) Annual Deferred Stock Grants, 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.

11. 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.

-6-

12. 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 12, 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. No share of Restricted Stock may 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.

13. 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, whose determination shall be binding on all persons.

14. 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 shall be authorized to take or cause to be taken such actions of a ministerial nature

-7-

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.

15. Term of the Plan .

The Plan shall become effective as of the Effective Date when adopted by the Board, subject to shareholder approval. 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.

16. 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.

17. 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.

18. 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.

19. 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.

20. Construction .

The Plan shall be construed and enforced according to the laws of the Commonwealth of Virginia. 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.

-8-

Exhibit 10.5

FROZEN AS OF DECEMBER 31, 2004

DOMINION RESOURCES, INC.

EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

As Amended and Restated

Effective December 17, 2004

FROZEN AS OF DECEMBER 31, 2004

DOMINION RESOURCES, INC.

EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

Purpose

The Board of Directors of Virginia Electric and Power Company determined that adoption of the Executive Supplemental Retirement Plan would assist it in attracting and retaining those employees whose judgment, abilities and experience will contribute to its continued progress. On May 19, 1983, Virginia Electric and Power Company became a wholly-owned subsidiary of Dominion Resources, Inc. The Plan was amended to reflect the reorganization of Virginia Electric and Power Company and the Plan was adopted by Dominion Resources, Inc. The Plan was amended further, effective as of October 21, 1983, to require sixty (60) months of service to be eligible for retirement benefits and to assure Participants who have attained age fifty-five (55) and who have sixty (60) months of service with the Company, or who die or become Totally and Permanently Disabled, of their benefits, so long as they remain elected officers at the time of their separation from service. The Plan was amended further, effective as of September 1, 1996, to add a vesting schedule for Participants under age 55, to change the form and timing of benefit payments, and to coordinate payments with changes in a previously established trust. The Plan was again completely amended and restated effective July 8, 2002, subsequently amended and restated effective September 19, 2003, and restated effective December 17, 2004 to freeze the Plan.

Effective December 31, 2004, the Plan is closed to any new Participants and there shall be no new benefits accruing after that date. The terms and conditions of this Plan shall continue to apply with respect to all benefits accrued under this Plan and all Participants in this Plan on or before December 31, 2004.

The Plan is being restated with the intent that the restatement shall not constitute a material modification of the Plan for purposes of Section 885(d)(2) of Public Law No. 108-357, the American Jobs Creation Act of 2004. If any portion of this restatement is determined to be a material modification for that purpose, that portion of the restatement shall be null and void. All provisions of this restatement of the Plan shall be read and interpreted to be consistent with the intent of this paragraph. This Plan shall not be materially modified within the meaning of this section at any time in the future.

Article I

Definitions

As defined herein, the following phrases or terms shall have the indicated meanings:

1.1 “Administrative Benefit Committee” means the Administrative Benefit Committee appointed to manage and administer the Plan in accordance with the provisions of Article XI hereof.

FROZEN AS OF DECEMBER 31, 2004

1.2 “Affiliate” means any entity that is (i) a member of a controlled group of corporations as defined in Section 1563(a) of the Code, determined without regard to Code Sections 1563(a)(4) and 1563(e)(3)(C), of which Dominion Resources, Inc. is a member according to Code Section 414(b); (ii) an unincorporated trade or business that is under common control with Dominion Resources, Inc., as determined according to Code Section 414(c); or (iii) a member of an affiliated service group of which Dominion Resources, Inc. is a member according to Code Section 414(m).

1.3 “Beneficiary” means the individual, individuals, entity, entities or the estate of a Participant which, in accordance with the provisions of Article V, is entitled to receive the benefits payable under the Plan, if any, upon the Participant’s death.

1.4 “Cash Incentive Plan” means any short term incentive plan of Dominion Resources, Inc. or an Affiliate that the OCN Committee determines should be taken into account for purposes of this Plan.

1.5 “Change in Control” means with regard to each Participant at any time an event that constitutes a “Change in Control” for purposes of the Employment Continuity Agreement between the Participant and Dominion Resources, Inc. as in effect at that time.

1.6 “Code” means the Internal Revenue Code of 1986, as amended.

1.7 “Company” means Dominion Resources, Inc., its predecessor, a subsidiary or an Affiliate.

1.8 “Final Compensation” means, with respect to a specified Participant as of a specified date not later than December 31, 2004, the sum of (i) the Participant’s annual base salary rate then in effect and (ii) the Participant’s Incentive Compensation Amount. For purposes of this definition, all components of Final Compensation are calculated without regard to any elections by the Participant to defer any amount that otherwise would have been paid to the Participant for the relevant period. As of December 31, 2004, the Participant’s Final Compensation shall be fixed, based on the annual base salary rate determined as of December 31, 2004 and the Incentive Compensation Amount shall be the target amount for the 2004 year.

1.9 “Incentive Compensation Amount” means the target amount that may be paid to a Participant under the Cash Incentive Plan with regard to the year as of which the determination is being made. If a Participant participates in more than one Cash Incentive Plan during a year, the Participant’s “Incentive Compensation Amount” will be the greatest of the target amounts designated under any plan for that year.

1.10 “OCN Committee” means the Organization, Compensation and Nominating Committee of Dominion Resources, Inc.

1.11 “Participant” means an elected officer of Dominion Resources, Inc. or an Affiliate who is designated by the OCN Committee to participate in the Plan in accordance with Article II.

1.12 “Plan” means the Dominion Resources, Inc. Executive Supplemental Retirement Plan.

FROZEN AS OF DECEMBER 31, 2004

1.13 “Potential Change in Control” means with regard to each Participant at any time an event that constitutes a “Potential Change in Control” for purposes of the Employment Continuity Agreement between the Participant and Dominion Resources, Inc. as in effect at that time.

1.14 “Retirement” and “Retire” mean severance from employment with the Company at or after the attainment of fifty-five (55) years of age and the completion of sixty (60) months of service with the Company.

1.15 “Totally and Permanently Disabled” means a condition that renders a Participant eligible to receive long term disability benefits under the Company’s long term disability plan that covers the Participant.

Article II

Participation

An elected officer of Dominion Resources, Inc. or an Affiliate will become a Participant in the Plan upon his or her designation as a Participant by the OCN Committee. The OCN Committee may change its designation of any individual officer as a Participant at any time; provided, however, that in any event an individual shall remain a Participant only so long as the individual remains an elected officer. The employer of a Participant will be a designated employer under the Plan.

Article III

Benefits

Subject to the provisions of Articles VII and VIII, a Participant (or the Participant’s Beneficiary, if applicable) shall be entitled to benefits under this Plan as follows:

3.1 (a) If a Participant continues in the employ of the Company beyond age fifty-five (55) and after completing sixty (60) months of service, such Participant shall upon Retirement be entitled to an annual benefit equal to Twenty-Five Percent (25%) of the Participant’s Final Compensation, payable in equal monthly installments for a period of one hundred twenty (120) months.

(b) If a Participant becomes Totally and Permanently Disabled prior to Retirement, regardless of such Participant’s age or months of service, the Participant shall be entitled to receive a benefit equal to the amount described in Section 3.1(a).

(c) If a Participant dies while still employed by the Company, regardless of such Participant’s age or months of service, the Participant’s Beneficiary shall be entitled to receive a benefit equal to the amount described in Section 3.1(a). If a Participant dies after benefit payments have commenced under Section 3.1(a) or 3.1(b), as applicable, but before receiving one hundred twenty (120) monthly payments, the remainder of such payments will be made monthly to the Participant’s Beneficiary determined in accordance with Article V.

FROZEN AS OF DECEMBER 31, 2004

(d) If a Participant has completed sixty (60) months of service with the Company, upon his severance from employment with the Company before the attainment of fifty-five (55) years of age, the Participant shall be entitled to a benefit equal to the benefit computed under Section 3.1(a) multiplied by the following fraction (not greater than one):

Participant’s completed months of service since becoming a Participant

Total months from the date on which the individual became a Participant to

the Participant’s attainment of fifty-five (55) years of age.

In calculating months of service, partial months shall be disregarded. The actuarial equivalent of the benefit under this Section 3.1(d) shall be paid in a single lump sum payment. The actuarial equivalent shall be determined as provided in Section 3.2. Payment shall be made on the first day of the month following the Participant’s severance from employment with the Company or as soon thereafter as administratively practicable.

3.2 (a) In lieu of the benefits described in Section 3.1(a) or 3.1(b), as applicable, a Participant may elect to receive the actuarial equivalent of the benefits (i) over a period certain which is more than ten (10) years but not greater than sixteen (16) years, or (ii) as a single lump sum payment. The actuarial equivalent of the benefits provided under Section 3.1(a) or 3.1(b) shall be computed using actuarial factors, including interest rates, as determined by the Administrative Benefit Committee. If a Participant who makes an effective election under subsection (i) above dies prior to receiving the total actuarial equivalent of the benefits described in Section 3.1(a) or 3.1(b), as applicable, the balance of such actuarial equivalent shall be paid monthly to the Participant’s Beneficiary determined in accordance with Article V. If a Participant who makes an effective election under subsection (ii) above to receive benefits in a single lump sum dies prior to receiving the payment, the lump sum benefit shall be paid to the Participant’s Beneficiary determined in accordance with Article V.

(b) Effective December 1, 2001, if a Participant elects to receive benefits in a single lump sum payment under Section 3.2(a), the Participant may elect prior to December 31, 2004 to defer payment of such benefits by electing to roll over the amount of the benefits to the Dominion Resources, Inc. Executives’ Deferred Compensation Plan. Payment of benefits rolled over to the Dominion Resources, Inc. Executives’ Deferred Compensation Plan shall be determined under the distribution provisions of that plan.

(c) Effective January 1, 2003, if a Participant elects to receive benefits in a single lump sum payment under Section 3.2(a), the Participant may elect to defer payment of such benefits by electing to roll over the amount of the benefits to the Dominion Security Option Plan. Payment of benefits rolled over to the Dominion Security Option Plan shall be determined under the distribution provisions of that plan.

(d) The Participant must make the election under Section 3.2(a), 3.2(b) or 3.2(c) at least six (6) months prior to the commencement of the receipt of benefits. Notwithstanding the foregoing, effective December 1, 2001 for distributions prior to June 1, 2002, the Participant may elect the rollover option as described in Section 3.2(b) (regardless of whether the Participant has previously made an election to receive benefits under Section 3.2(a)), and such election shall be effective ten (10) days after the receipt of such election by the Administrative Benefit Committee.

3.3 A Beneficiary receiving benefits described in Section 3.1 or Section 3.2 may designate a beneficiary who will be entitled to receive the remaining benefits due the Beneficiary after the Beneficiary’s death. Designation of a beneficiary under this Section 3.3 shall be made in accordance with Article V of the Plan.

3.4 Payment of the benefits described in Sections 3.1 and 3.2 shall commence on (or as soon as practicable after) the first day of the month next following the Retirement, other termination of employment, or death of the Participant, whichever is applicable; provided, however, that payment of the benefit described in Section 3.1(b) shall commence on (or as soon as practicable after) the first day of the month next following the Administrative Benefit Committee’s determination of the Participant’s Total and Permanent Disability.

3.5 It is not intended that a Participant or Beneficiary receive duplicate benefits under this Plan. Anything herein to the contrary notwithstanding, therefore, the following provisions shall apply after a Participant has received a payment of any benefits under this Plan:

(a) If a Participant ceases to be employed by the Company, receives a distribution of part or all of the benefits payable under this Plan, and is subsequently reemployed by the Company, the amount of any benefit subsequently payable to the Participant from this Plan shall be appropriately adjusted to reflect the earlier distribution.

(b) If a Participant has received an immediate lump sum payment of all benefits due to the Participant under this Plan, the Participant’s Beneficiary shall not be entitled to receive any benefit under Article III or otherwise under this Plan.

(c) Any adjustment under this Section 3.5 shall be made in accordance with rules established by the Administrative Benefit Committee and applied in a uniform and nondiscriminatory manner.

3.6 All payments under the Plan shall be subject to any applicable payroll and withholding taxes.

Article IV

Coordination of Benefits

Any amount payable to a Participant or a Beneficiary under the Plan may be paid in part or in whole from any trust which is maintained by or on behalf of Dominion Resources, Inc. or an Affiliate or to which Dominion Resources, Inc or an Affiliate contributes, including without limitation any so-called “rabbi” or “secular” trust established from time to time. Dominion Resources, Inc. shall have the complete discretion to determine the source of any payment due under the Plan to any Participant or Beneficiary.

FROZEN AS OF DECEMBER 31, 2004

Article V

Designation of Beneficiary

5.1 A Participant may designate a Beneficiary to receive benefits due under the Plan, if any, upon the Participant’s death. Designation of a Beneficiary shall be made by execution of a form approved or accepted by the Administrative Benefit Committee. In the absence of an effective Beneficiary designation, a Participant’s surviving spouse, if any, and if none, the Participant’s estate, shall be the Beneficiary.

5.2 A Participant may change a prior Beneficiary designation made under Section 5.1 by a subsequent execution of a new Beneficiary designation form. The change in Beneficiary will be effective upon receipt by the Administrative Benefit Committee or its designee.

5.3 A beneficiary designation or a change in beneficiary designation by a Beneficiary pursuant to Section 3.3 shall be governed by Sections 5.1 and 5.2 as if “Beneficiary” were substituted for “Participant” and “beneficiary” were substituted for “Beneficiary” therein.

Article VI

Guarantees

The Company has only a contractual obligation to make payments of the benefits described in Article III. All benefits paid by the Company are to be satisfied solely out of the general corporate assets of the Company, which assets shall remain subject at all times to the claims of its creditors. No assets of the Company will be segregated or committed to the satisfaction of its obligations to any Participant or Beneficiary under this Plan.

Article VII

Termination of Employment

7.1 The Plan does not in any way limit the right of the Company at any time and for any reason to terminate either a Participant’s employment or a Participant’s status as an officer. In no event shall the Plan, by its terms or by implication, constitute an employment contract of any nature whatsoever between the Company and a Participant.

7.2 Except as otherwise provided in Section 7.3, a Participant (a) who is removed or not reelected as an officer or (b) whose employment with the Company terminates for any reason other than death or Total and Permanent Disability before the Participant has completed sixty (60) months of service with the Company, shall immediately cease to be a Participant under this Plan and shall forfeit all rights under this Plan. In no event shall an individual who was a Participant but who is not an officer of a designated employer at the time of such individual’s death, Retirement, Total and Permanent Disability, or other termination of employment with the Company be entitled to any benefit under the Plan. A Participant on authorized leave of absence from the Company shall not be deemed to have terminated employment or to lose the status of Participant solely as a result of such leave of absence.

FROZEN AS OF DECEMBER 31, 2004

7.3 Anything herein to the contrary notwithstanding, if a Participant is in the employ of a Company on the date of a Change in Control or a Potential Change in Control relating to that Company, the provisions of the Employment Continuity Agreement between the Participant and Dominion Resources, Inc. shall control (a) the Participant’s subsequent participation in this Plan and (b) the eligibility for, computation of, and payment of any benefits under this Plan to the Participant.

7.4 A Participant who ceases to be an employee of the Company and who is subsequently reemployed by the Company shall not accrue any additional benefits for periods during which he or she is not a Participant.

Article VIII

Termination, Amendment or Modification of Plan

8.1 Except as otherwise specifically provided, Dominion Resources, Inc. reserves the right to amend, modify or terminate this Plan, wholly or partially, at any time and from time to time by action of its Board of Directors or its delegate; provided, however, that no such amendment, modification or termination may decrease the benefit of a Participant (or Beneficiary, if applicable) where (a) the Participant has already terminated employment at a time when a benefit is payable under the Plan or (b) the Participant has already completed sixty (60) months of service with the Company as of the date of the change and remains an elected officer of a designated employer; and further provided that with respect to a Participant who is in the employ of a Company on the date of a Change in Control or a Potential Change in Control relating to that Company, the provisions of the Employment Continuity Agreement between the Participant and Dominion Resources, Inc. shall apply to limit the ability of Dominion Resources, Inc. to amend, modify or terminate this Plan with regard to the affected Participant unless the Participant agrees to such amendment, modification or termination in writing.

8.2 Section 8.1 notwithstanding, no action to terminate the Plan shall be taken except upon written notice to each Participant to be affected thereby, which notice shall be given not less than thirty (30) days prior to such action.

8.3 Any notice which shall be or may be given under the Plan shall be in writing and shall be mailed by United States mail, postage prepaid. If notice is to be given to Dominion Resources, Inc., such notice shall be addressed to the corporate offices and sent to the attention of the Corporate Secretary. If notice is to be given to a Participant, such notice shall be addressed to the Participant’s last known address.

8.4 Except as provided in Sections 7.3 and 8.1, upon the termination of this Plan, the Plan shall no longer be of any further force or effect and neither Dominion Resources, Inc. nor any Participant or Beneficiary shall have any further obligation or right under this Plan.

FROZEN AS OF DECEMBER 31, 2004

8.5 The rights of any individual who was a Participant and whose designation as a Participant is revoked or rescinded by the OCN Committee shall cease upon such action.

Article IX

Other Benefits and Agreements

Except as provided in Article IV with regard to the coordination of benefit payments, the benefits provided for a Participant and the Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program of the Company for its employees, and, except as may otherwise be expressly provided for, the Plan shall supplement and shall not supersede, modify or amend any other plan or program of the Company in which a Participant is participating.

Article X

Restrictions on Transfer of Benefits

No right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to do so shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities, or torts of the person entitled to such benefit. If any Participant or Beneficiary under the Plan should become bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber or charge any right to a benefit hereunder, then such right or benefit, in the discretion of the OCN Committee, shall cease and terminate, and, in such event, the OCN Committee may hold or apply the same or any part thereof for the benefit of such Participant or Beneficiary, his or her spouse, children, or other dependents, or any of them, in such manner and in such portion as the OCN Committee may deem proper.

Article XI

Administration of the Plan

11.1 The Plan shall be administered by the Administrative Benefit Committee, which shall have the discretionary authority to interpret the terms of the Plan and to decide factual and other questions relating to the Participant and the Participant’s benefits, including without limitation questions relating to eligibility for, calculation of, and payment of benefits under the Plan. Subject to the provisions of the Plan, the Administrative Benefit Committee may adopt such rules and regulations as it may deem necessary or desirable to carry out the purposes of the Plan. The Administrative Benefit Committee’s interpretation and construction of any provision of the Plan shall be final, conclusive and binding upon the Company and upon Participants and their Beneficiaries.

FROZEN AS OF DECEMBER 31, 2004

expenses and liabilities arising out of the member’s own willful misconduct. Expenses against which a member of the OCN Committee or the Administrative Benefit Committee shall be indemnified hereunder shall include without limitation, the amount of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted, or a proceeding brought or settlement thereof. The foregoing right of indemnification shall be in addition to any other rights to which any such member may be entitled.

11.3 In addition to the powers hereinabove specified, the Administrative Benefit Committee shall have the specific discretionary authority to compute and certify the amount and kind of benefits from time to time payable to Participants and their Beneficiaries under the Plan, to authorize all disbursements for such purposes, and to determine whether a Participant is Totally and Permanently Disabled so as to be entitled to a benefit under Section 3.1(b).

11.4 To enable the Administrative Benefit Committee to perform its functions, the Company shall supply full and timely information to the Administrative Benefit Committee on all matters relating to the compensation of all Participants, their retirement, death or other cause for termination of employment, and such other pertinent facts as the Administrative Benefit Committee may require.

11.5 Any responsibility or authority given under this Plan to either the Administrative Benefit Committee or the OCN Committee may be delegated by the respective committee. Any such delegation shall be in writing and shall be prospectively revocable at any time.

11.6 (a) Every Participant, retired Participant, or Beneficiary of a Participant shall be entitled to file with the Administrative Benefit Committee a claim for benefits under the Plan. The claim is required to be in writing. For purposes of this section, any action required or authorized to be taken by the claimant may be taken by a representative authorized in writing by the claimant to represent the claimant.

(b) If the claim is denied by the Administrative Benefit Committee, in whole or in part, the claimant shall be furnished written notice of the denial of the claim within ninety (90) days after the Administrative Benefit Committee’s receipt of the claim or within one hundred eighty (180) days after such receipt if special circumstances require an extension of time. If special circumstances require an extension of time, the claimant shall be furnished written notice prior to the termination of the initial ninety-day period explaining the special circumstances that require an extension of time and the date by which the Administrative Benefit Committee expects to render the benefit determination.

(c) Within sixty (60) days following the date the claimant receives written notice of the denial of the claim, the claimant may request the OCN Committee to review the denial. For purposes of this section, any action required or authorized to be taken by the claimant may be taken by a representative authorized in writing by the claimant to represent the claimant.

(d) The OCN Committee shall afford the claimant a full and fair review of the decision denying the claim and shall:

(i) Provide, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claim;

FROZEN AS OF DECEMBER 31, 2004

(ii) Permit the claimant to submit written comments, documents, records and other information relating to the claim; and

(iii) Provide a review that takes into account all comments, documents, records and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial determination.

(e) The decision on review by the OCN Committee shall be in writing and shall be issued within sixty (60) days following receipt of the request for review. The period for decision may be extended to a date not later than one hundred twenty (120) days after such receipt if the Committee determines that special circumstances require extension. If special circumstances require an extension of time, the claimant shall be furnished written notice prior to the termination of the initial sixty-day period explaining the special circumstances that require an extension of time and the date by which the Committee expects to render its decision on review.

Article XII

Confidentiality and Noncompetition Provisions

12.1 By receiving a benefit under this Plan, a Participant agrees never directly or indirectly to disclose to any third party or use for such Participant’s own personal benefit any confidential information or trade secret of the Company except and to the extent (a) disclosure is ordered by a court of competent jurisdiction or (b) the information otherwise becomes public through no action of the Participant.

12.2 By receiving a benefit under this Plan, a Participant further agrees that for a period of one (1) year following termination of employment with the Company for any reason, the Participant will not, without the specific written permission of the Company, be directly employed in, or otherwise provide services in any capacity to, any business or enterprise (including but not limited to the Participant’s own business or enterprise) that engages in direct competition with the Company in any state in which the Company is at the time of the Participant’s termination of employment either carrying on business or actively negotiating to enter business.

12.3 The OCN Committee (or its delegate) in its sole discretion has the authority to interpret and administered this Article XII and to determine whether a business is in competition with the Company as described in Section 12.2. In addition, a terminated Participant may request the OCN Committee to determine in advance whether a specific contemplated business or enterprise would be in competition with the Company for purposes of Section 12.2, and a response shall be provided to the Participant within a reasonable time after all relevant information is provided to enable the OCN Committee to make its determination.

FROZEN AS OF DECEMBER 31, 2004

12.4 If the OCN Committee determines that a terminated Participant who is receiving or has received benefits under this Plan is, within one (1) year following termination of employment and without the specific written permission of the Company, directly employed in, or otherwise providing services in any capacity to, a business or enterprise that engages in direct competition with the Company in any state in which the Company is at the time of the Participant’s termination of employment either carrying on business or actively negotiating to enter business, then (a) all payments to the Participant under this Plan shall cease, (b) the Participant shall forfeit all rights to any further payments under the Plan, and (c) the Participant shall be responsible for repaying to the Plan any payments already made to the Participant that represent (i) amounts paid or payable with regard to any period for which the Participant was in competition with the Company as described herein and/or (ii) any amounts already paid that related to any future benefit that has been accelerated, in each case without regard to any payroll taxes withheld from the payment received by the Participant.

12.5 As a condition to receiving payments under the Plan, the OCN Committee may require that Participant to enter into a separate confidentiality and/or noncompetition agreement in a form acceptable to the Company.

Article XIII

Miscellaneous

13.1 The Plan shall inure to the benefit of, and shall be binding upon, Dominion Resources, Inc. and its successors and assigns, and upon a Participant, a Beneficiary, and either of their assigns, heirs, executors and administrators.

13.2 To the extent not preempted by federal law, the Plan shall be governed and construed under the laws of the Commonwealth of Virginia, without regard to its choice of law provisions.

13.3 Masculine pronouns wherever used shall include feminine pronouns and the use of the singular shall include the plural.

Exhibit 10.6

FROZEN AS OF DECEMBER 31, 2004

DOMINION RESOURCES, INC.

RETIREMENT BENEFIT RESTORATION PLAN

As Amended and Restated

Effective December 17, 2004

FROZEN AS OF DECEMBER 31, 2004

DOMINION RESOURCES, INC.

RETIREMENT BENEFIT RESTORATION PLAN

Purpose

The Board of Directors of Dominion Resources, Inc. determined that the adoption of the Retirement Benefit Restoration Plan effective January 1, 1991, would assist it in attracting and retaining those employees whose judgment, abilities and experience would contribute to its continued progress. The Plan is intended to be a plan that is unfunded and maintained primarily for the purpose of providing deferred compensation for a “select group of management or highly compensated employees” (as such phrase is used in the Employee Retirement Income Security Act of 1974). The Plan was subsequently amended from time to time and was amended and restated effective July 8, 2002, amended and restated effective September 19, 2003, and amended and restated effective December 17, 2004 to freeze the Plan.

Article I

Definitions

As defined herein, the following phrases or terms shall have the indicated meanings:

1.1 “Administrative Benefit Committee” means the Administrative Benefit Committee of Dominion Resources, Inc., which shall manage and administer the Plan in accordance with the provisions of Article X.

FROZEN AS OF DECEMBER 31, 2004

1.3 “Beneficiary” means the individual, individuals, entity, entities or the estate of a Participant which, in accordance with the provisions of Article XII, is entitled to receive the benefits payable under the Plan, if any, upon the Participant’s death.

1.4 “Change in Control” means with regard to each Participant at any time an event that constitutes a “Change in Control” for purposes of the Employment Continuity Agreement between the Participant and Dominion Resources, Inc. as in effect at that time.

1.5 “Code” means the Internal Revenue Code of 1986, as amended.

1.6 “Company” means Dominion Resources, Inc., its predecessor, a subsidiary or an Affiliate.

1.7 “Eligible Employee” means an individual (i) who is employed by Dominion Resources, Inc. or an Affiliate, (ii) who is a member of management or a highly compensated employee, and (iii) whose Retirement Plan benefit is or has been reduced or limited by Code Section 401(a)(17), Code Section 415, or both.

1.8 “OCN Committee” means the Organization, Compensation and Nominating Committee of the Board of Directors of Dominion Resources, Inc.

1.9 “Participant” means an Eligible Employee who is designated by the OCN Committee to participate in the Plan.

1.10 “Plan” means the Dominion Resources, Inc. Retirement Benefit Restoration Plan.

1.11 “Potential Change in Control” means with regard to each Participant at any time an event that constitutes a “Potential Change in Control” for purposes of the Employment Continuity Agreement between the Participant and Dominion Resources, Inc. as in effect at that time.

1.12 “Retirement” and “Retire” mean a Participant’s termination of employment with the Company at a time when the Participant is entitled to begin receiving an immediate annuity benefit under the Retirement Plan (regardless of whether the Participant actually elects to begin receiving an immediate annuity benefit); provided, however, that a Participant who is continuing to accrue benefits under the Retirement Plan shall in no event be considered “Retired” for purposes of this Plan. A terminating Participant who has a contractual agreement with the Company to be treated as a retiree shall be treated as Retired for purposes of this Plan.

1.13 “Retirement Plan” means with regard to each Participant a defined benefit pension plan that is qualified under Code Section 401(a), that is maintained by Dominion Resources, Inc. or an Affiliate, and in which the Participant participates.

1.14 “Totally and Permanently Disabled” means a condition that renders a Participant eligible to receive long term disability benefits under the Company’s long term disability plan that covers the Participant.

FROZEN AS OF DECEMBER 31, 2004

Article II

Participation

An Eligible Employee who is designated to participate in the Plan by the OCN Committee shall become a Participant in the Plan as of the date specified by the OCN Committee. A Participant who is an employee of the Company shall continue to participate in the Plan until such date as the OCN Committee may declare that he or she is no longer a Participant or until the date that he or she is no longer an Eligible Employee. Except as otherwise specifically provided herein, a Participant whose employment with the Company terminates for any reason shall immediately cease to participate in the Plan and shall forfeit all rights to any benefits under the Plan.

Article III

Benefits

Subject to the provisions of Articles VI and VII, a Participant (or the Participant’s Beneficiary, if applicable) shall be entitled to benefits under this Plan as follows:

3.1 (a) A Participant who Retires shall be entitled to a monthly benefit under the Plan equal to the difference between (y) and (z) below where:

The benefits under (y) and (z) shall be calculated as if the Participant terminated employment on December 31, 2004 and commenced benefits as of the date on which the Participant is entitled to benefits under this Plan or the date on which the Participant’s Beneficiary is entitled to benefits under this Plan.

(b) Except as otherwise specifically provided, all benefits under Section 3.1(a) shall be computed and paid at the same time and in the same annuity form as the Participant’s annuity benefit is determined and paid under the Retirement Plan; provided, however, that if the Participant elects to receive an immediate lump sum payment of part of his or her benefit under the Retirement Plan, the Participant may also elect to have the corresponding portion of the Participant’s benefits under this Plan be computed and paid in an immediate lump sum. Any such election shall be made in accordance with the same rules and within the same time period described in Section 3.1(c). Upon a Participant’s death, no further benefits shall be payable under this Plan except as provided in Section 3.3.

FROZEN AS OF DECEMBER 31, 2004

(c) In lieu of receiving benefits under this Plan at the same time and in the same annuity form as the annuity benefit payable under the Retirement Plan, a Participant may elect to receive an immediate single lump sum payment equal to the actuarial equivalent of the entire benefit otherwise payable under this Plan. The Participant must make the election of a single lump sum payment at least six (6) months prior to the commencement of the receipt of benefits. The actuarial equivalent of any lump sum benefit payable under this Section 3.1(c) shall be computed using actuarial factors, including interest rates, as determined by the Administrative Benefit Committee.

(d) Effective December 1, 2001, a Participant who is to receive a benefit under this Section 3.1 in a single lump sum payment may elect on or before December 31, 2004 to defer payment of such lump sum benefit by electing to roll over the amount to the Dominion Resources, Inc. Executives’ Deferred Compensation Plan. Payment of benefits rolled over to the Dominion Resources, Inc. Executives’ Deferred Compensation Plan shall be determined under the distribution provisions of that plan. For distributions prior to June 1, 2002, the Participant may elect the rollover option (regardless of whether the Participant has previously made an election with respect to the payment of the benefit under this Section 3.1), and such election shall be effective ten (10) days after the receipt of such election by the Administrative Benefit Committee. For distributions on or after June 1, 2002, the election of the rollover option must be made on or before December 31, 2004 and at least six (6) months prior to the commencement of the receipt of benefits.

(e) Effective January 1, 2003, a Participant who is to receive a benefit under this Section 3.1 in a single lump sum payment may elect to defer payment of such lump sum benefit by electing to roll over the amount to the Dominion Security Option Plan. Payment of benefits rolled over to the Dominion Security Option Plan shall be determined under the distribution provisions of that plan. The election of the rollover option must be made at least six (6) months prior to the commencement of the receipt of benefits.

3.2 If a Participant becomes Totally and Permanently Disabled prior to Retirement and while the Participant is still employed with the Company, the Participant shall be entitled to receive a benefit calculated and paid in the manner set forth in Section 3.1; provided, however, that except to the extent a benefit is paid under the Retirement Plan, no benefit shall be payable under this Plan to a Totally and Permanently Disabled Participant as long as the Participant continues to accrue service for any purpose under the Retirement Plan.

3.3 (a) Subject to the provisions of Section 3.4, if a Participant dies before the commencement of benefit payments under this Plan and if the Participant’s Beneficiary is entitled to receive a benefit under the Retirement Plan after the Participant’s death, the Beneficiary shall be entitled to a monthly benefit under this Plan equal to one hundred percent (100%) of the benefit that would have been payable to the Participant under Section 3.1 if the Participant had Retired on his or her date of death. The amount payable under this Section 3.3(a) shall be determined as of the date of the Participant’s death. The benefits payable under this Section 3.3(a) shall be paid at the same time and in the same form as the benefit payable to the Beneficiary under the Retirement Plan.

FROZEN AS OF DECEMBER 31, 2004

(b) In lieu of a Beneficiary receiving benefits in the form provided in Section 3.3(a), a Participant may elect for the Beneficiary to receive an immediate single lump sum payment equal to the actuarial equivalent of the entire benefit otherwise payable under Section 3.3(a). The Participant must make the election of a single lump sum payment for the Beneficiary at least six (6) months prior to the commencement of the receipt of benefits. The actuarial equivalent lump sum benefit payable under this Section 3.3(b) shall be computed using actuarial factors, including interest rates, as determined by the Administrative Benefit Committee. Payment of the benefit shall be made as soon as administratively practicable after the Participant’s death.

(c) Subject to the provisions of Section 3.4, if a Participant dies before the commencement of benefit payments under this Plan, and if the Participant’s Beneficiary is not entitled to a benefit under the Retirement Plan, the Beneficiary shall receive an immediate single lump sum payment equal to the actuarial equivalent of one hundred percent (100%) of the benefit that would have been payable to the Participant under Section 3.1 if the Participant had Retired on his or her date of death The actuarial equivalent lump sum benefit payable under this Section 3.3(c) shall be computed using actuarial factors, including interest rates, as determined by the Administrative Benefit Committee. Payment of the benefit shall be made as soon as administratively practicable after the Participant’s death.

(d) If a Participant dies after the commencement of benefit payments under this Plan, the Participant’s Beneficiary shall be entitled to the continuation of the form of benefit elected by the Participant under Section 3.1, but only if the form of benefit provides for payment of a benefit to the Beneficiary after the Participant’s death. The payment of the benefit to the Beneficiary under this Section 3.3(d) shall begin as of the date of the Participant’s death.

3.4 It is not intended that a Participant or Beneficiary receive duplicate benefits under this Plan. Anything herein to the contrary notwithstanding, therefore, the following provisions shall apply after a Participant has received a payment of any benefits under this Plan:

(a) If a Participant ceases to be employed by the Company, receives a lump sum distribution of part or all of the benefits payable under this Plan, and is subsequently reemployed by the Company, the amount of any benefit subsequently payable to the Participant from this Plan shall be appropriately adjusted to reflect the earlier distribution.

(b) If a Participant has already received a lump sum distribution of part or all of the benefits payable under this Plan, the amount of any benefit payable under this Plan to the Participant’s Beneficiary shall be appropriately adjusted to reflect the earlier distribution. If the Participant has received an immediate lump sum payment of all benefits due to the Participant under this Plan, the Participant’s Beneficiary shall not be entitled to receive any benefit under Section 3.3 or otherwise under this Plan.

(c) Any adjustment under this Section 3.4 shall be made in accordance with rules established by the Administrative Benefit Committee and applied in a uniform and nondiscriminatory manner.

FROZEN AS OF DECEMBER 31, 2004

3.5 All payments under the Plan shall be subject to any applicable payroll and withholding taxes.

Article IV

Coordination of Benefit Payments

Article V

Guarantees

Article VI

Termination of Employment

6.1 The Plan does not in any way limit the right of the Company at any time and for any reason to terminate either a Participant’s employment or a Participant’s status as an Eligible Employee. In no event shall the Plan, by its terms or by implication, constitute an employment contract of any nature whatsoever between the Company and a Participant.

6.2 Except as otherwise provided in Section 6.3, a Participant (a) who ceases to be an Eligible Employee while remaining employed by the Company or (b) whose employment with the Company terminates for any reason other than death, Retirement, or Total and Permanent Disability, shall in either case immediately cease to be a Participant under this Plan and shall forfeit all rights under this Plan. In no event shall an individual who was a Participant but who is not a Participant at the time of such individual’s death, Retirement, or Total and Permanent Disability, be entitled to any benefit under the Plan. A Participant on authorized leave of absence from the Company shall not be deemed to terminate employment or to lose the status of an Eligible Employee solely as a result of such leave of absence.

6.3 Anything herein to the contrary notwithstanding, if a Participant is in the employ of a Company on the date of a Change in Control or a Potential Change in Control relating to that Company, the provisions of the Employment Continuity Agreement between the Participant

FROZEN AS OF DECEMBER 31, 2004

and Dominion Resources, Inc. shall control (a) the Participant’s subsequent participation in this Plan and (b) the eligibility for, computation of, and payment of any benefits under this Plan to the Participant.

Article VII

Termination, Amendment or Modification of Plan

7.1 Except as otherwise specifically provided, Dominion Resources, Inc. reserves the right to amend, modify or terminate this Plan, wholly or partially, at any time and from time to time by action of its Board of Directors or its delegate; provided, however, that:

(a) No such amendment, modification or termination may decrease the benefit that has already been earned by a Participant as of the date of the change, including without limitation any benefit determined by reference to a market based adjustment to a Participant’s base salary;

(b) No action to terminate the Plan shall be taken except upon written notice to each Participant to be affected thereby, which notice shall be given not less than thirty (30) days prior to such action; and

(c) If a Participant is in the employ of a Company on the date of a Change in Control or a Potential Change in Control relating to that Company, the provisions of the Employment Continuity Agreement between the Participant and Dominion Resources, Inc. shall apply to limit the ability of Dominion Resources, Inc. to amend, modify or terminate this Plan with regard to the affected Participant unless the Participant agrees to such amendment, modification or termination in writing.

7.2 Any notice which shall be or may be given under the Plan shall be in writing and shall be mailed by United States mail, postage prepaid. If notice is to be given to Dominion Resources, Inc., such notice shall be addressed to the corporate offices and sent to the attention of the Corporate Secretary. If notice is to be given to a Participant, such notice shall be addressed to the Participant’s last known address.

7.3 Except as otherwise provided in Sections 6.3 and 7.1, upon the termination of this Plan, the Plan shall no longer be of any further force or effect and neither Dominion Resources, Inc. nor any Participant or Beneficiary shall have any further obligation or right under this Plan.

7.4 The rights of any individual who was a Participant and whose designation as a Participant is revoked or rescinded by the OCN Committee shall cease upon such action.

Article VIII

Other Benefits and Agreements

Except as provided in Article IV with regard to the coordination of benefit payments, the benefits provided for a Participant and the Participant’s Beneficiary under the Plan are in addition

FROZEN AS OF DECEMBER 31, 2004

to any other benefits available to such Participant under any other plan or program of the Company for its employees, and, except as may otherwise be expressly provided for, the Plan shall supplement and shall not supersede, modify or amend any other plan or program of the Company in which a Participant is participating.

Article IX

Restrictions on Transfer of Benefits

Article X

Administration of the Plan

10.1 The Plan shall be administered by the Administrative Benefit Committee, which shall have the discretionary authority to interpret the terms of the Plan and to decide factual and other questions relating to the Participant and the Participant’s benefits, including without limitation questions relating to eligibility for, calculation of, and payment of benefits under the Plan. Subject to the provisions of the Plan, the Administrative Benefit Committee may adopt such rules and regulations as it may deem necessary or desirable to carry out the purposes of the Plan. The Administrative Benefit Committee’s interpretation and construction of any provision of the Plan shall be final, conclusive and binding upon the Company and upon Participants and their Beneficiaries.

10.2 Dominion Resources, Inc. shall indemnify and save harmless each member of the Administrative Benefit Committee and each member of the OCN Committee against any and all expenses and liabilities arising out of membership on the respective Committee, excepting only expenses and liabilities arising out of the member’s own willful misconduct. Expenses against which a member of the OCN Committee or the Administrative Benefit Committee shall be indemnified hereunder shall include without limitation, the amount of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted, or a proceeding brought or settlement thereof. The foregoing right of indemnification shall be in addition to any other rights to which any such member may be entitled.

10.3 In addition to the powers specified in Section 10.1 and other provisions of this Plan, the Administrative Benefit Committee shall have the specific discretionary authority to

FROZEN AS OF DECEMBER 31, 2004

compute and certify the amount and kind of benefits from time to time payable to Participants and their Beneficiaries under the Plan, to authorize all disbursements for such purposes, and to determine whether a Participant is Totally and Permanently Disabled so as to be entitled to a benefit under Section 3.2.

10.4 To enable the Administrative Benefit Committee to perform its functions, the Company shall supply full and timely information to the Administrative Benefit Committee on all matters relating to the compensation of all Participants, their retirement, death or other cause for termination of employment, and such other pertinent facts as the Administrative Benefit Committee may require.

10.5 Any responsibility or authority given under this Plan to either the Administrative Benefit Committee or the OCN Committee may be delegated by the respective committee. Any such delegation shall be in writing and shall be prospectively revocable at any time.

10.6 (a) Every Participant, retired Participant, or Beneficiary of a Participant shall be entitled to file with the Administrative Benefit Committee a claim for benefits under the Plan. The claim is required to be in writing. For purposes of this section, any action required or authorized to be taken by the claimant may be taken by a representative authorized in writing by the claimant to represent the claimant.

(d) The OCN Committee shall afford the claimant a full and fair review of the decision denying the claim and shall:

(i) Provide, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claim;

(ii) Permit the claimant to submit written comments, documents, records and other information relating to the claim; and

FROZEN AS OF DECEMBER 31, 2004

Article XI

Confidentiality and Noncompetition Provisions

11.1 By receiving a benefit under this Plan, a Participant agrees never directly or indirectly to disclose to any third party or use for such Participant’s own personal benefit any confidential information or trade secret of the Company except and to the extent (a) disclosure is ordered by a court of competent jurisdiction or (b) the information otherwise becomes public through no action of the Participant.

11.2 By receiving a benefit under this Plan, a Participant further agrees that for a period of one (1) year following termination of employment with the Company for any reason, the Participant will not, without the specific written permission of the Company, be directly employed in, or otherwise provide services in any capacity to, any business or enterprise (including but not limited to the Participant’s own business or enterprise) that engages in direct competition with the Company in any state in which the Company is at the time of the Participant’s termination of employment either carrying on business or actively negotiating to enter business.

11.3 The OCN Committee (or its delegate) in its sole discretion has the authority to interpret and administer this Article XI and to determine whether a business is in competition with the Company as described in Section 11.2. In addition, a terminated Participant may request the OCN Committee to determine in advance whether a specific contemplated business or enterprise would be in competition with the Company for purposes of Section 11.2, and a response shall be provided to the Participant within a reasonable time after all relevant information is provided to enable the OCN Committee to make its determination.

11.4 If the OCN Committee determines that a terminated Participant who is receiving or has received benefits under this Plan is, within one (1) year following termination of employment and without the specific written permission of the Company, directly employed in, or otherwise providing services in any capacity to, a business or enterprise that engages in direct competition with the Company in any state in which the Company is at the time of the Participant’s termination of employment either carrying on business or actively negotiating to enter business, then (a) all payments to the Participant under this Plan shall cease, (b) the Participant shall forfeit all rights to any further payments under the Plan, and (c) the Participant shall be responsible for repaying to the Plan any payments already made to the Participant that

FROZEN AS OF DECEMBER 31, 2004

represent (i) amounts paid or payable with regard to any period for which the Participant was in competition with the Company as described herein and/or (ii) any amounts already paid that related to any future benefit that has been accelerated, in each case without regard to any payroll taxes withheld from the payment received by the Participant.

11.5 As a condition to receiving payments under the Plan, the OCN Committee may require that Participant to enter into a separate confidentiality and/or noncompetition agreement in a form acceptable to the Company.

Article XII

Designation of Beneficiary

12.1 A Participant may designate a Beneficiary to receive benefits due under the Plan, if any, upon the Participant’s death. Designation of a Beneficiary shall be made by execution of a form approved or accepted by the Administrative Benefit Committee. In the absence of an effective Beneficiary designation, a Participant’s surviving spouse, if any, and if none, the Participant’s estate, shall be the Beneficiary.

12.2 A Participant may change a prior Beneficiary designation made under Section 12.1 by a subsequent execution of a new Beneficiary designation form. The change in Beneficiary will be effective upon receipt by the Administrative Benefit Committee or its designee.

Article XIII

Miscellaneous

13.2 To the extent not preempted by federal law, the Plan shall be governed and construed under the laws of the Commonwealth of Virginia, without regard to its choice of law provisions.

13.3 Masculine pronouns wherever used shall include feminine pronouns and the use of the singular shall include the plural.

Exhibit 10.7

FROZEN AS OF DECEMBER 31, 2004

DOMINION RESOURCES, INC.

EXECUTIVES’ DEFERRED COMPENSATION PLAN

AMENDED AND RESTATED

EFFECTIVE DECEMBER 31, 2004

For the Executives of:

Dominion Resources, Inc.

And Affiliates

FROZEN AS OF DECEMBER 31, 2004

TABLE OF CONTENTS


Section		Page
1. DEFINITIONS.		1

2. PURPOSE.		5

3. PARTICIPATION.		5

4. DEFERRAL ELECTION.		6

5. EFFECT OF NO ELECTION.		7

6. ROLLOVER ELECTION.		7

7. FORMER CNG PLANS.		8

8. DEFERRED STOCK OPTION BENEFIT.		9

9. MATCH CONTRIBUTIONS.		9

10. SPECIAL CONTRIBUTIONS.		10

10. INVESTMENT FUNDS.		10

11. DISTRIBUTIONS.		11

12. HARDSHIP DISTRIBUTIONS.		13

13. COMPANY’S OBLIGATION.		14

14. CONTROL BY PARTICIPANT.		14

15. CLAIMS AGAINST PARTICIPANT’S BENEFIT.		14

16. AMENDMENT OR TERMINATION.		15

17. ADMINISTRATION.		15

18. NOTICES.		16

19. WAIVER.		16

20. CONSTRUCTION.		16

FROZEN AS OF DECEMBER 31, 2004

DOMINION RESOURCES, INC.

EXECUTIVES’ DEFERRED COMPENSATION PLAN

EFFECT OF DECEMBER 31, 2004 RESTATEMENT

Effective December 31, 2004 (the “Plan Freeze Date”), the Dominion Resources, Inc. Executives’ Deferred Compensation Plan (the “Plan”) is closed to any new Participants and for any new Deferrals arising after that date. The terms and conditions of this Plan shall continue to apply with respect to all Deferrals (and earnings and losses on those Deferrals) arising under this Plan and all Participants in this Plan on or before the Plan Freeze Date. Compensation that is earned and vested on or before the Plan Freeze Date, but which is not paid until after the Plan Freeze Date, is still governed by the terms and conditions of this Plan, provided that a valid Deferral Election Form was submitted with respect to such Compensation. The administrator of this Plan shall not materially modify any of the provisions of the Plan. Notwithstanding any provision in this Plan to the contrary, this Plan shall be read and interpreted to be consistent with the intent of this Restatement.

1. DEFINITIONS . The following definitions apply to this Plan and to any related documents.

(a)

Accounts means, collectively, a Participant’s Deferral Account, Match Account, and Deferred Stock Option Account, if any.

(b)

Administrator means Dominion Resources Services, Inc.

(c)

Beneficiary or Beneficiaries means a person or persons or other entity that a Participant designates on a Beneficiary Designation Form to receive Benefit payments pursuant to Plan Section 12(h). If a Participant does not execute a valid Beneficiary Designation Form, or if the designated Beneficiary or Beneficiaries fail to survive the Participant or otherwise fail to take the Benefit, the Participant’s Beneficiary or Beneficiaries shall be the first of the following persons who survive the Participant: a Participant’s spouse (the person legally married to the Participant when the Participant dies); the Participant’s children in equal shares. If none of these persons survive the Participant, the Beneficiary shall be the Participant’s estate.

FROZEN AS OF DECEMBER 31, 2004

(d)

Beneficiary Designation Form means the form that a Participant uses to name the Participant’s Beneficiary or Beneficiaries.

(e)

Benefit means collectively, a Participant’s Deferred Benefit, Match Benefit, and Deferred Stock Option Benefit, if any.

(f)

Board means the Board of Directors of DRI.

(g)

Change of Control means the occurrence of any of the following events:

(i) any person, including a “group” as defined in Section 13(d)(3) of Securities Exchange Act of 1934, as amended, becomes the owner or beneficial owner of DRI securities having 20% or more of the combined voting power of the then outstanding DRI securities that may be cast for the election of DRI’s directors (other than as a result of an issuance of securities initiated by DRI, or open market purchases approved by the Board, as long as the majority of the Board approving the purchases is also the majority at the time the purchases are made);

(ii) as the direct or indirect result of, or in connection with, a cash tender or exchange offer, a merger or other business combination, a sale of assets, a contested election, or any combination of these transactions, the persons who were directors of DRI before such transactions cease to constitute a majority of the Board, or any successor’s board, within two years of the last of such transactions; or

(iii) with respect to a particular Participant, an event occurs with respect to the Participant’s employer such that, after the event, the Participant’s employer is no longer a Dominion Company.

(h)

Code means the Internal Revenue Code of 1986, as amended.

(i)

Committee means the Organization, Compensation and Nominating Committee of the Board.

(j)

Company means DRI and any Dominion Company that is designated by the Administrator as covered by this Plan, and any successor business by merger, purchase, or otherwise that maintains the Plan.

(k)

Compensation means a Participant’s base salary, cash incentive pay and other cash compensation from the Company, including annual bonuses, pre-scheduled one-time performance-based payments, and gains from stock option grants. Compensation does not include stock, stock options or spot awards. The Administrator may determine whether to include or exclude an item of income from Compensation.

FROZEN AS OF DECEMBER 31, 2004

(l)

Deferral means the amount of Compensation that a Participant has elected to defer under a Deferral Election Form.

(m)

Deferral Account means a bookkeeping record established for each Participant who is eligible to receive a Deferred Benefit. A Deferral Account shall be established only for purposes of measuring a Deferred Benefit and not to segregate assets or to identify assets that may be used to satisfy a Deferred Benefit. A Deferral Account shall be credited with that amount of a Participant’s Compensation deferred according to a Participant’s Deferral Election Form. A Deferral Account shall also be credited with the amount of benefits rolled over to the Plan pursuant to a Rollover Election Form. A Deferral Account also shall be credited periodically with deemed investment gain or loss under Plan Section 11.

(n)

Deferral Election Form means the form that a Participant uses to elect to defer Compensation pursuant to Plan Section 4.

(o)

Deferred Benefit means the benefit available to a Participant who has executed a valid Deferral Election Form or Rollover Election Form or who has received a Special Contribution under Section 10.

(p)

Deferred Stock Option Account means a bookkeeping record established for each Participant who has made an election to defer the DRI Stock to be received under an exercise of a nonstatutory stock option granted under the Dominion Resources, Inc. Incentive Compensation Plan and the Dominion Resources, Inc. Leadership Stock Option Plan. The account shall be charged or credited with net earnings, gains, losses and expenses, as well as any appreciation or depreciation in market value during each Plan Year for the deemed investment in the DRI Stock. The Administrator may charge or credit such earnings, gains, losses, appreciation and depreciation based on the actual investment performance of the DRI Stock that it has deposited into the trust.

(q)

Deferred Stock Option Benefit means the portion of a Participant’s Benefit from the Participant’s Deferred Stock Option Account.

(r)

Disability or Disabled means, with respect to a Participant, that the Participant is entitled to benefits under the long-term disability plan of the Company.

(s)

Distribution Election Form means a form that a Participant uses to establish the duration of the deferral of Compensation and the frequency of payments of a Benefit. If a Participant does not execute a valid Distribution Election Form, the distribution of a Benefit shall be governed by Plan Section 5.

(t)

Dominion Company means Consolidated Natural Gas, Inc., Virginia Power, Dominion Capital, Inc., Dominion Energy, Inc., Dominion Resources Services, Inc., or another corporation in which DRI owns stock possessing at least 50 % of

FROZEN AS OF DECEMBER 31, 2004

the combined voting power of all classes of stock or which is in a chain of corporations with DRI in which stock possessing at least 50% of the combined voting power of all classes of stock is owned by one or more other corporations in the chain.

(u)

DRI means Dominion Resources, Inc.

(v)

DRI Stock means the common stock, no par value, of DRI.

(w)

DRI Stock Fund means an Investment Fund in which the deemed investment is DRI Stock.

(x)

DSOP means the Dominion Resources, Inc. Security Option Plan.

(y)

Election Date means the date by which an Executive must submit a valid Deferral Election Form for regular Compensation. For each Plan Year, the Election Date shall be January 1 unless the Administrator sets an earlier Election Date or as provided in Plan Section 4(b) or 4(c).

(z)

Executive means an individual who is employed by the Company and who has a base salary of at least $100,000.

(aa)

Investment Fund means one or more deemed investment alternatives offered to Participants from time to time. The Company may compute deemed investment gain or loss under the Investment Funds based on the actual investment performance of assets that it has deposited in a grantor trust (as described in Plan Section 14). The DRI Stock Fund shall be one of the Investment Funds.

(bb)

Match Account means an Account that holds the matching contributions made by the Company under Plan Section 9.

(cc)

Match Benefit means the portion of a Participant’s Benefit from the Participant’s Match Account.

(dd)

Participant means an individual presently or formerly employed by the Company who meets one or more of the requirements of Plan Section 3(a).

(ee)

Plan means the Dominion Resources, Inc. Executives’ Deferred Compensation Plan.

(ff)

Plan Freeze Dat e means December 31, 2004.

(gg)

Plan Year means a calendar year.

FROZEN AS OF DECEMBER 31, 2004

(hh)

Rollover Election Form means the form that a Participant uses to rollover benefits payable in the form of a lump sum payment from a Supplemental Retirement Plan to this Plan.

(ii)

Special Contribution means an amount deemed to be contributed on behalf of a Participant by the Company pursuant to Section 10.

(jj)

Supplemental Retirement Plan means the Dominion Resources, Inc. Retirement Benefit Restoration Plan and/or the Dominion Resources, Inc. Executive Supplemental Retirement Plan.

(kk)

Terminate or Termination , with respect to a Participant, means the cessation of the Participant’s employment with the Company on account of death, Disability, severance or any other reason.

2. PURPOSE . The Plan is intended to benefit a “select group of management or highly compensated employees,” as that term is used under Title I of the Employee Retirement Income Security Act of 1974, as amended. The Plan is intended to permit Executives to defer their Compensation, and for related purposes.

3. PARTICIPATION .

(a)

An individual presently or formerly employed by the Company is a Participant if he or she is:

(i)

With respect to any Plan Year, an Executive who executes a valid Deferral Election Form for that Plan Year as provided in Plan Section 3(b);

(ii)

An individual who has a Deferred Stock Option Account due to an election to defer DRI Stock;

(iii)

An individual who is eligible for a Match under Plan Section 9;

(iv)

An individual who had a benefit entitlement under Section 4.1(b) of the CNG ERISA Excess Plan as of December 31, 2000; or

(v)

An individual who had a benefit entitlement under Section 5 of the Consolidated Natural Gas Company Executive Incentive Deferral Plan as of December 31, 2000.

(vi)

An individual who has executed a Rollover Election Form pursuant to Plan Section 6.

(b)

An Executive may become a Participant for any Plan Year by filing a valid Deferral Election Form according to Plan Section 4 on or before the Election Date for that Plan Year, or by filing an election to defer DRI Stock pursuant to the

FROZEN AS OF DECEMBER 31, 2004

Dominion Resources, Inc. Incentive Compensation Plan, the Dominion Resources, Inc. Leadership Stock Option Plan or any other plan designated by the Administrator.

(c)

An individual remains a Participant as long as the Participant is entitled to a Benefit under the Plan. An individual who is a Participant under Plan Section 3(a)(iv), (v), or (vi) and who is not an Executive may direct deemed investments pursuant to Plan Section 11 but may not make a Deferral election under Plan Section 4.

4. DEFERRAL ELECTION . An Executive may elect on or before the Election Date to defer receipt of a portion of the Executive’s Compensation for the Plan Year. Except as provided in Plan Section 4(a), an Executive may elect a deferral for any Plan Year only if he or she is an Executive on the Election Date for that Plan Year. The following provisions apply to deferral elections:

(a)

A Participant may defer up to 50% of the Participant’s base salary and up to 85% of the Participant’s annual cash incentive award, long-term cash incentive payments and pre-scheduled one-time cash payments. The maximum Deferrals to this Plan shall be reduced by any deferrals that the Participant has elected to defer to the DSOP or any other deferred compensation plan of the Company. Compensation for deferrals under the Dominion Resources, Inc. Employee Savings Plan shall be based on a Participant’s Compensation after any Deferrals made under this Plan, the DSOP, or any other deferred compensation plan of the Company.

(b)

A Participant may defer up to 85% of the Participant’s gains on stock acquired by exercise of an option under the Dominion Resources, Inc. Incentive Compensation Plan or the Dominion Resources, Inc. Leadership Stock Option Plan. For purposes of deferral of stock option gains, the Election Date shall be the date that is six months before the Participant exercises the option. Procedures for deferring stock option gains shall be established under the Dominion Resources, Inc. Incentive Compensation Plan and the Dominion Resources, Inc. Leadership Stock Option Plan.

(c)

Before each Plan Year’s Election Date, each Executive shall be provided with a Deferral Election Form. Except as provided below, a deferral election shall be valid only when the Deferral Election Form is completed, signed by the electing Executive, and received by the Administrator on or before the Election Date for that Plan Year. In the year in which an Executive is first promoted to a salary grade between A through G, the Executive may make a deferral election by completing a Deferral Election Form within 30 days of the promotion. The deferral election will be effective for periods after the Administrator receives it.

FROZEN AS OF DECEMBER 31, 2004

(d)

An Executive must complete an Investment Election Form for all amounts in the Executive’s Deferral Account. The Compensation deferred under a Deferral Election Form shall be allocated among available Investment Funds in percentages as specified on the investment election form.

(e)

An Executive must complete a Distribution Election Form for the distribution of the Executive’s Deferral Account.

(f)

The Administrator may reject any Deferral Election Form or any Distribution Election Form or both that does not conform to the provisions of the Plan. The Administrator may modify any Distribution Election Form at any time to the extent necessary to comply with any federal securities laws or regulations. The Administrator’s rejection or modification must be made on a uniform basis with respect to similarly situated Executives. If the Administrator rejects a Deferral Election Form, the Executive shall be paid the amounts the Executive would have been entitled to receive if the Executive had not submitted the rejected Deferral Election Form.

(g)

An Executive may not revoke a Deferral Election Form after the Plan Year begins, except that an Executive may revoke a Deferral Election Form within 30 days following a Change of Control. Any revocation before the beginning of the Plan Year or within 30 days following a Change of Control has the same effect as a failure to submit a Deferral Election Form. Any writing signed by an Executive expressing an intention to revoke the Executive’s Deferral Election Form and delivered to the Administrator before the close of business on the relevant Election Date shall be a revocation.

(h)

Subject to the distribution restrictions of Plan Section 12, an Executive may revoke an existing Distribution Election Form at any time by submitting a new Distribution Election Form.

5. EFFECT OF NO ELECTION . Except as provided in Plan Section 4(c), an Executive who has not submitted a valid Deferral Election Form to the Administrator on or before the relevant Election Date may not defer any part of the Executive’s Compensation for the Plan Year to this Plan. The Deferred Benefit of an Executive who submits a valid Deferral Election Form but fails to submit a valid Distribution Election Form (either as to the form or commencement of payment) before the relevant Election Date shall be distributed in a lump sum on or before the February 28 following the calendar year of the Executive’s Termination.

6. ROLLOVER ELECTION .

(a)

A Participant in a Supplemental Retirement Plan who elects to receive a single lump sum payment of benefits under the Supplemental Retirement Plan may also elect to rollover the calculated rollover amount to this Plan by executing a Rollover Election Form, provided such form is executed and submitted on or before the Plan Freeze Date. The provisions of Section 4(d), (e), (f), and (h) apply to Benefits subject to a Rollover Election Form.

FROZEN AS OF DECEMBER 31, 2004

(b)

A Participant who has elected to receive a single lump sum payment of benefits under the Plan may also elect to rollover the entire lump sum payment to the Dominion Resources, Inc. Security Option Plan by executing an appropriate election. The rollover shall be made in lieu of the lump sum payment and at the time when the lump sum payment otherwise would have been made. Except as provided by the Administrative Benefits Committee for transition upon the adoption of this election, the election must be made at least six months prior to the date on which the Participant becomes entitled to the lump sum payment. The rollover election shall not apply to any amount payable in the form of DRI Stock.

7. FORMER CNG PLANS .

(a)

The Plan has assumed a portion of the obligations and liabilities of the Unfunded Supplemental Benefit Plan for Employees of Consolidated Natural Gas Company and its Participating Subsidiaries Who are Not Represented by a Recognized Union (“CNG ERISA Excess Plan”) with respect to Participants in the Plan. The portion assumed by the Plan is the liabilities related to “Matching Contributions” under the “Thrift Plan” (as those terms are defined in the CNG ERISA Excess Plan) and related gains and losses as of December 31, 2000. A Participant’s Benefit as of January 1, 2001 shall include the Participant’s account under the CNG ERISA Excess Plan as of December 31, 2000. The payment of a Participant’s Benefit from this Plan shall be in complete satisfaction of the Participant’s benefits under Section 4.1.(b) of the CNG ERISA Excess Plan. A Participant’s Investment Election Form, Distribution Election Form and Beneficiary Election Form shall apply to the portion of the Participant’s Benefit from the CNG ERISA Excess Plan.

(b)

The Plan has assumed all of the obligations and liabilities of the Consolidated Natural Gas Company Executive Incentive Deferral Plan (“CNG Deferral Plan”) with respect to Participants in the Plan. The liabilities assumed by the Plan are the liabilities of the CNG Deferral Plan as of December 31, 2000 equal to the sum of all Participants’ balances as of December 31, 2000 in the CNG Deferral Plan. The Participant’s balance in the CNG Deferral Plan shall be part of the Participant’s Benefit as of January 1, 2001. A Participant’s Benefit as of January 1, 2001 shall include the Participant’s account under the CNG Deferral Plan as of December 31, 2000. The payment of a Participant’s Benefit from this Plan shall be in complete satisfaction of the Participant’s benefits under Section 5 of the CNG Deferral Plan. A Participant’s Investment Election Form, Distribution Election Form and Beneficiary Election Form shall apply to the portion of the Participant’s Benefit from the CNG Deferral Plan.

FROZEN AS OF DECEMBER 31, 2004

8. DEFERRED STOCK OPTION BENEFIT . A Participant’s Deferred Stock Option Benefit shall remain deemed invested in DRI Stock until distribution. Such Participant’s Distribution Election Form and Beneficiary Election Form shall apply to the Participant’s Deferred Stock Option Benefit. If the Company has delivered shares of DRI Stock to a trust to satisfy the Deferred Stock Option Benefit, payment of the Deferred Stock Option Benefit shall be tracked as stock and made in shares of DRI Stock from the trust. If the Company has not delivered shares of DRI Stock to a trust, the Company shall make payment of the Deferred Stock Option Benefit in DRI Stock through the Dominion Resources, Inc. Incentive Compensation Plan and the Dominion Resources, Inc. Leadership Stock Option Plan.

9. MATCH CONTRIBUTIONS .

(a)

With respect to each Plan Year, the Company shall credit a Match (as defined below) to the Match Account of each eligible Participant, unless the Company has elected to contribute the Match to the DSOP, or another deferred compensation plan of the Company. To be eligible for a Match, a Participant must meet all of the following criteria:

(i)

be employed on December 31 or have Terminated during the Plan Year due to retirement or early retirement (as defined by the Dominion Savings Plan), death or Disability;

(ii)

have made salary deferrals to the Dominion Savings Plan for the Plan Year; and

(iii)

have base salary for the Plan Year in excess of the dollar limit for the Plan Year under Code section 401(a)(17).

(b)

The amount of the Match will be determined under the following formula: Excess Compensation times Deferral Percentage times Match Percentage. The terms in the formula have the following meanings.

(i)

Excess Compensation is the amount of the Participant’s base salary for the Plan Year in excess of the dollar limit for the Plan Year under Code section 401(a)(17).

(ii)

Deferral Percentage is the total of the Participant’s salary deferrals to the Dominion Savings Plan for the Plan Year divided by the lesser of (i) the dollar limit for the Plan Year under Code section 401(a)(17), or (ii) the Participant’s base salary for the Plan Year reduced by deferrals under this Plan and the Dominion Savings Plan. The Deferral Percentage may not exceed the maximum percentage of compensation on which the Participant would be eligible to receive a match by making a deferral under the Dominion Savings Plan for the Plan Year.

FROZEN AS OF DECEMBER 31, 2004

(iii)

Match Percentage is the percentage of company match made with respect to the Participant’s salary deferral to the Dominion Savings Plan.

(c)

A Participant’s Match Account shall be 100% vested.

(d)

A Participant will not be required to invest any portion of the Match Account in the DRI Stock Fund. The Administrator may establish further procedures for the administration of the Match Account.

10. SPECIAL CONTRIBUTION . At the discretion of the Company for any reason, the Company may make a Special Contribution to the Plan on behalf of a Participant. The Special Contribution may be made for any reason, including as a special performance award, as an inducement to initial or continued employment, or in lieu of a cash bonus or other compensation. A Special Contribution can be made in any amount determined by the Company. At its discretion, the Company may require that the Deferred Benefit from the Special Contribution shall remain deemed invested in DRI Stock until distribution. A Participant’s Distribution Election Form and Beneficiary Election Form shall apply to the Deferred Benefit from the Special Contribution. The provisions of Section 4(d), (e) and (h) apply to the Deferred Benefit from a Special Contribution.

11. INVESTMENT FUNDS .

(a)

Each Participant shall have the right to direct the deemed investment of the Participant’s Deferral Account and the Match Account among the Investment Funds. The Administrator shall determine the number and type of Investment Funds that will be available for investment in any Plan Year. At its sole discretion, the Administrator may change the number and type of Investment Funds at any time and may establish procedures for the transition between Investment Funds.

(b)

Deferrals shall be credited to an Investment Fund as of the date on which the deferred Compensation would have been paid to the Participant. A separate bookkeeping account shall be established for each Participant who has directed a deemed investment in an Investment Fund. Deemed transfers between Investment Funds in the Participant’s Deferral Account and Match Account shall be charged and credited as the case may be to each Investment Fund account. The Investment Fund account shall be charged or credited with net earnings, gains, losses and expenses, as well as any appreciation or depreciation in market value during each Plan Year for the deemed investment in the Investment Fund. The Administrator may charge or credit such earnings, gains, losses, appreciation and depreciation based on the actual investment performance of assets that it has deposited in a grantor trust (as described in Plan Section 14).

FROZEN AS OF DECEMBER 31, 2004

(c)

Pursuant to procedures established by the Administrator uniformly applied, Participants may direct the transfer of deemed investments among Investment Funds at least once in each Plan Year. The transfer of deemed investments involving the DRI Stock Fund may be subject to such restrictions, including prior approval, as determined appropriate by DRI.

12. DISTRIBUTIONS .

(a)

All Benefits, less withholding for applicable income and employment taxes, shall be paid in cash by the Company or its designee, except that payment from a Participant’s Deferred Stock Option Account shall be made in the form of DRI Stock and the Committee may provide that a designated payment from the DRI Stock Fund shall be made in the form of DRI Stock under payment procedures similar to Section 8. A Participant may elect to receive a distribution of all or a portion of the Participant’s Benefits subject to the provisions of this Section. Payment of each distribution of Benefits shall be made in one lump sum or in installments as provided in this Section. Except in the event of Termination for reasons other than death, retirement or Disability, or as provided in Plan Section 12(f), a Participant may receive a distribution from the Participant’s Deferral Account only on a date that is at least six months after the date on which the Participant’s most recent Deferral Election Form is effective.

(i) Unless otherwise provided herein or specified in a Participant’s Distribution Election Form, any lump sum payment shall be paid, or installment payments shall begin, on or before February 28 of the calendar year after the Participant’s Termination. The Participant may elect on the Participant’s Distribution Election Form to begin payments (A) on or before the February 28 of the calendar year following the calendar year of the Participant’s Termination; (B) on or before the February 28 of the calendar year following the calendar year of the Participant’s Termination but no sooner than February 28 of a specified calendar year; or (C) even if the Participant does not Terminate, on or before the February 28 of a specified calendar year.

(ii) Installment payments will be made in such amount and at such times as specified in the Participant’s Distribution Election Form, provided however, no such payments shall exceed a period of ten (10) years. Benefits will not be paid more often than once a year, except as provided in Plan Section 12(a)(iii). For a Benefit payable in a form other than a lump sum, the unpaid balance of a Participant’s Deferral Account and Match Account, if any, shall continue to be maintained in Investment Funds. The unpaid balance of a Participant’s Deferred Stock Option Account shall remain invested in DRI Stock. All Benefits must be paid no later than February 28 of the 10 ^th calendar year after the year in which the Participant’s retirement or Disability occurs.

FROZEN AS OF DECEMBER 31, 2004

(iii) If a Participant has commenced distribution of benefits in a form other than a lump sum, the Participant may make a one-time election to receive any unpaid Benefits in the form of a single lump sum payment or to modify the remaining payment schedule to any form permitted under Plan Section 12(a)(ii). The election may be made at any time prior to the full payment of the Participant’s Benefits. The election is subject to the Committee’s approval, in its absolute discretion, and the election will be effective no less than 30 days after notice is provided to the Administrator. The Committee, in its discretion, may delegate its authority to approve the one-time election to the Administrative Benefits Committee. Notwithstanding the foregoing, the Committee shall not exercise its discretion to permit a Participant to elect to accelerate the payment of any Benefit under this Plan until further guidance on this matter under Code section 409A is received from the United States Treasury Department.

(b)

Benefits paid on account of Termination for retirement shall be paid in a lump sum unless the Participant’s Distribution Election Form specifies annual installment payments over a period of up to ten (10) years.

(c)

Benefits paid on account of a Participant’s death shall be paid in a lump sum in accordance with the provisions of Plan Section 12(h).

(d)

Benefits paid on account of Termination due to Disability shall begin to be paid as soon as administratively practicable following the Participant’s Termination. The Benefits shall be paid in the method designated on the Participant’s Distribution Election Form, or in annual installment payments over a period of ten (10) years if the Participant made no election on the Participant’s Distribution Election Form. If a Disabled Participant begins to receive Benefits and thereafter recovers and returns to employment before the balance of the Participant’s Accounts is fully paid, distributions shall cease and any remaining Benefits under the Plan shall be governed by this Plan Section 12 and the Participant’s Distribution Election Form.

(e)

Benefits paid on account of Termination due to other than death, Disability or retirement shall be paid in a lump sum as soon as practicable following the Termination.

(f)

A Participant may elect to receive payment of Benefits prior to Termination. If payment is made pursuant to a Distribution Election Form that was effective less than six months before the date of such payment, the Participant’s Deferred Benefit shall be reduced by 10%. Such payment shall be paid in a lump sum.

(g)

Notwithstanding any other provision of this Plan or a Participant’s Distribution Election Form, the Committee in its sole discretion may postpone the distribution of all or part of a Benefit to the extent that the payment would not be deductible under Section 162(m) of the Internal Revenue Code of 1986, as amended (the

FROZEN AS OF DECEMBER 31, 2004

Code) or any successor thereto. A Benefit distribution that is postponed pursuant to the preceding sentence shall be paid as soon as it is possible to do so within the deduction limitations of Section 162(m) of the Code.

(h)

A Participant or Beneficiary may not assign Benefits. A Participant may use only one Beneficiary Designation Form to designate one or more Beneficiaries for all of the Participant’s Benefits under the Plan. Such designations are revocable. Each Beneficiary shall receive the Beneficiary’s portion of the Participant’s Accounts on or before February 28 of the year following the Participant’s death. However, the Administrator, in its discretion, may approve a Beneficiary’s request for accelerated payment under Plan Section 13. The Administrator may require that multiple Beneficiaries agree upon a single distribution method.

13. HARDSHIP DISTRIBUTIONS .

(a)

At its sole discretion and at the request of a Participant before or after the Participant’s Termination, or at the request of any of the Participant’s Beneficiaries after the Participant’s death, the Administrator may accelerate and pay all or part of any amount attributable to a Participant’s Benefits. The Administrator may accelerate distributions only in the event of Hardship as defined in Plan Section 13(b). An accelerated distribution under this Section shall be limited to the amount necessary to satisfy the Hardship. Notwithstanding the foregoing, the Administrator shall not exercise its discretion to accelerate the payment of any Benefit to a Participant under this Section or any other Section of the Plan until further guidance on this matter under Code section 409 is received from the United States Treasury Department.

(b)

Hardship is a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that will constitute a Hardship will depend upon the facts of each case, but, in any case, payment will not be made to the extent that the Hardship is or may be relieved: (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent that the liquidation of such assets would not itself cause severe financial hardship, or (iii) by cessation of deferrals under the Plan.

(c)

Distributions under this Plan Section 13 shall be made in one lump sum payment in cash except that in the case of a Participant’s Deferred Stock Option Benefit, distributions shall be made in DRI Stock. Distributions shall be made proportionately from all of the Investment Funds in the Participant’s Accounts first, and, with respect to Deferred Benefits, shall be limited to amounts attributable to Compensation deferred under a Deferral Election Form that was

FROZEN AS OF DECEMBER 31, 2004

effective at least six months before the distribution. The Investment Funds in the Participant’s Accounts shall be valued as of the last business day prior to the distribution, or as of such other date as may be determined in the discretion of the Administrator.

(d)

A distribution under this Plan Section 13 shall be in lieu of that portion of a Participant’s Benefit that would have been paid otherwise. A Benefit shall be adjusted by reducing the balance of the Participant’s Accounts by the amount of the distribution.

14. COMPANY’S OBLIGATION .

(a) The Plan shall be unfunded. DRI shall not be required to segregate any assets that at any time may represent a Benefit. DRI shall establish a grantor trust (within the meaning of Sections 671 through 679 of the Code) for Participants and Beneficiaries and shall deposit Participants’ Match Benefits with the trustee of such trust. DRI may deposit funds with the trustee of such trust to provide the Deferred Benefits or Deferred Stock Option Benefits to which Participants and Beneficiaries may be entitled under the Plan. The funds deposited with the trustee or trustees of such trust, and the earnings thereon, will be dedicated to the payment of Benefits under the Plan but shall remain subject to the claims of the general creditors of the Company. Any liability of DRI to a Participant or Beneficiary under this Plan shall be based solely on any contractual obligations that may be created pursuant to this Plan. No such obligation of DRI shall be deemed to be secured by any pledge of, or other encumbrance on, any property of DRI.

(b) Notwithstanding the foregoing, in the event of a Change of Control, DRI shall, immediately prior to a Change of Control, make an irrevocable contribution to the trust so that the amount held in trust is equal to 105% of the amount that is sufficient to pay each Participant or Beneficiary the Benefit to which they would be entitled, and for which DRI and each other Dominion Company is liable, pursuant to the terms of the Plan as in effect on the date on which the Change of Control occurred. The amount of such contribution exceeding the amount required to pay Benefits under the Plan shall be used to pay administrative costs of the trust and reimburse any Participant who incurs legal fees as a result of an attempt to enforce the terms of the Plan against an acquirer of DRI. Additionally, the trustee of the trust as of the date of the Change of Control may not be removed as trustee of the trust before the fifth anniversary of the date of the Change of Control.

15. CONTROL BY PARTICIPANT . A Participant shall have no control over the Participant’s Benefit except according to the Participant’s Deferral Election Forms, Rollover Election Forms, Distribution Election Forms, Investment Election Form and Beneficiary Designation Form.

FROZEN AS OF DECEMBER 31, 2004

16. CLAIMS AGAINST PARTICIPANT’S BENEFIT . An Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void. A Benefit shall not be subject to attachment or legal process for a Participant’s debts or other obligations. Nothing contained in this Plan shall give any Participant any interest, lien, or claim against any specific asset of the Company. A Participant or the Participant’s Beneficiary shall have no rights other than as a general creditor of DRI.

17. AMENDMENT OR TERMINATION . Except as otherwise provided, this Plan may be altered, amended, suspended, or terminated at any time by the Committee. The Committee may not alter, amend, suspend, or terminate this Plan without the consent of that Participant if such action would result in (i) a distribution of the Participant’s Benefit in any manner not provided in the Plan or (ii) immediate taxation of a Benefit to a Participant.

18. ADMINISTRATION .

(a)

This Plan shall be administered by the Administrator. The Administrator shall interpret the Plan, establish regulations to further the purposes of the Plan and take any other action necessary to the proper operation of the Plan. To the extent authorized by the Administrator, any action required to be taken by a Participant may be taken in writing, by electronic transmission, by telephone, or by facsimile, except for a beneficiary designation which must be in writing. Prior to paying a Benefit under the Plan, the Administrator may require the Participant, former Participant or Beneficiary to provide such information or material as the Administrator, in its sole discretion, shall deem necessary to make any determination it may be required to make under the Plan. The Administrator may withhold payment of a Benefit under the Plan until it receives all such information and material and is reasonably satisfied of its correctness and genuineness. The Administrator may delegate all or any of its responsibilities and powers to any persons selected by it, including designated officers of employees of the Company.

(b)

If for any reason a Benefit payable under this Plan is not paid when due, the Participant or Beneficiary may file a written claim with a committee appointed by the Administrator to review claims for benefits under the Plan (the “Claims Committee”). If the claim is denied or no response is received within forty-five (45) days after the date on which the claim was filed with the Claims Committee (in which case the claim will be to have been denied), the Participant or Beneficiary may appeal the denial to the Committee within sixty (60) days of receipt of written notification of the denial or the end of the forty-five day period, whichever occurs first. In pursuing an appeal, the Participant or Beneficiary may request that the Committee review the denial, may review pertinent documents, and may submit issues and documents in writing to the Committee. A decision on appeal will be made within sixty (60) days after the appeal is made, unless special circumstances require the Committee to extend the period for another sixty (60) days.

FROZEN AS OF DECEMBER 31, 2004

19. NOTICES . All notices or election required under the Plan must be in writing. A notice or election shall be deemed delivered if it is delivered personally or sent registered or certified mail to the person at the person’s last known business address.

20. WAIVER . The waiver of a breach of any provision in this Plan does not operate as and may not be construed as a waiver of any later breach.

21. CONSTRUCTION . This Plan shall be adopted and maintained according to the laws of the Commonwealth of Virginia (except its choice-of-law rules and except to the extent that such laws are preempted by applicable federal law). Headings and captions are only for convenience; they do not have substantive meaning. If a provision of this Plan is not valid or enforceable, the validity or enforceability of any other provision shall not be affected. Use of one gender includes all, and the singular and plural include each other.

Exhibit 10.8

DOMINION RESOURCES, INC.

NEW EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

Effective January 1, 2005

DOMINION RESOURCES, INC.

NEW EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

Purpose

The Board of Directors of Dominion Resources, Inc. determined that the adoption of the New Executive Supplemental Retirement Plan effective January 1, 2005 would assist it in attracting and retaining those employees whose judgment, abilities and experience would contribute to its continued progress. The Plan is intended to be a plan that is unfunded and maintained primarily for the purpose of providing deferred compensation for a “select group of management or highly compensated employees” (as such phrase is used in the Employee Retirement Income Security Act of 1974).

The Plan is intended to qualify under the provisions of Code Section 409A and any regulations and other guidance under that section. The Plan shall be interpreted to qualify under Code Section 409A.

Article I

Definitions

As defined herein, the following phrases or terms shall have the indicated meanings:

1.1 “Administrative Benefit Committee” means the Administrative Benefit Committee of Dominion Resources, Inc. which shall manage and administer the Plan in accordance with the provisions of Article XI.

1.3 “Annual Benefit” means the annual amount determined under Section 3.1(a) or Section 3.1(b), as applicable, used for purposes of calculating the Lump Sum Equivalent.

1.4 “Beneficiary” means the individual, individuals, entity, entities or the estate of a Participant which, in accordance with the provisions of Article V, is entitled to receive the benefits payable under the Plan, if any, upon the Participant’s death.

1.5 “Benefit Agreement” means any agreement between the Company and a Participant or any declaration by the Company under which a Participant is to be provided deemed age and/or service for purposes of the Plan.

1.6 “Cash Incentive Plan” means any short-term incentive plan of Dominion Resources, Inc. or an Affiliate that the OCN Committee determines should be taken into account for purposes of this Plan.

1.7 “Change in Control” means with regard to each Participant at any time an event that constitutes a “Change in Control” for purposes of the Employment Continuity Agreement between the Participant and Dominion Resources, Inc. as in effect at that time, if any.

1.8 “Code” means the Internal Revenue Code of 1986, as amended.

1.9 “Company” means Dominion Resources, Inc., its predecessor, a subsidiary or an Affiliate.

1.10 “Eligibility Conditions” means either reaching age fifty-five (55) and completing sixty (60) months of service, or being deemed to have reached age fifty-five (55) and have completed sixty (60) months of service due to a Benefit Agreement.

1.11 “Final Compensation” means, with respect to a specified Participant as of a specified date, the sum of (i) the Participant’s annual base salary rate then in effect and (ii) the Participant’s Incentive Compensation Amount. For purposes of this definition, all components of Final Compensation are calculated without regard to any elections by the Participant to defer any amount that otherwise would have been paid to the Participant for the relevant period.

1.12 “Incentive Compensation Amount” means the target amount that may be paid to a Participant under the Cash Incentive Plan with regard to the year as of which the determination is being made. If a Participant participates in more than one Cash Incentive Plan during a year, the Participant’s “Incentive Compensation Amount” will be the greatest of the target amounts designated under any plan for that year.

1.13 “Installment Payments” mean a series of monthly payments in an amount equal to one-twelfth of the Annual Benefit.

1.14 “Life Participant” means any Participant who is specifically designated by the OCN Committee to receive benefits determined under Section 3.1(b).

1.15 “Lump Sum Equivalent” means a single lump sum payment that is actuarially determined as the amount required to purchase a commercial annuity that would provide an after-tax monthly payment equal to one-twelfth of the after-tax amount of the Annual Benefit. The actuarial determination shall be computed using actuarial and other factors, adjusted annually, as determined by the Administrative Benefit Committee. The after-tax amounts shall be based on Federal income and FICA tax rates and the state income tax rate for the residence of the Participant at the date of the payment, as determined by the Administrative Benefit Committee.

1.16 “OCN Committee” means the Organization, Compensation and Nominating Committee of the Board of Directors of Dominion Resources, Inc.

1.17 “Participant” means an elected officer of Dominion Resources, Inc. or an Affiliate who is designated by the OCN Committee to participate in the Plan in accordance with Article II. Participant includes a Regular Participant and a Life Participant.

1.18 “Plan” means the Dominion Resources, Inc. Executive Supplemental Retirement Plan.

1.19 “Potential Change in Control” means with regard to each Participant at any time an event that constitutes a “Potential Change in Control” for purposes of the Employment Continuity Agreement between the Participant and Dominion Resources, Inc. as in effect at that time, if any.

1.20 “Regular Participant” means any Participant who is not specifically designated as a Life Participant and who is entitled to benefits under Section 3.1(a).

1.21 “Retirement” and “Retire” mean severance from employment with the Company at or after the attainment of fifty-five (55) years of age (actually or deemed under a Benefit Agreement) and the completion of sixty (60) months of service with the Company (actually or deemed under a Benefit Agreement) and which also constitutes a separation from service for purposes of Code Section 409A.

1.22 “Single Life Annuity” means an annuity with payments equal to one-twelfth of the Annual Benefit payable in monthly installments for the Participant’s lifetime with no survivor benefits except as provided in Section 3.5(d).

1.23 “Totally and Permanently Disabled” means a condition that renders a Participant disabled for purposes of Code Section 409A(a)(2)(C)

Article II

Participation

An elected officer of Dominion Resources, Inc. or an Affiliate will become a Participant in the Plan upon his or her designation as a Participant by the OCN Committee. The individual shall remain a Participant until (a) the individual ceases to be an elected officer, or (b) the OCN Committee revokes its designation of any individual officer as a Participant, which may be done at its discretion at any time. Any Affiliate that is the employer of a Participant will be a designated employer under the Plan.

Article III

Benefits

Subject to the provisions of Articles VII and VIII, a Participant (or the Participant’s Beneficiary, if applicable) shall be entitled to benefits under this Plan as follows:

3.1 (a) If a Regular Participant meets the Eligibility Conditions while in the employ of the Company, a Regular Participant shall upon Retirement be entitled to an Annual Benefit calculated as follows:

(i) an annual amount equal to Twenty-Five Percent (25%) of the Regular Participant’s Final Compensation, payable in equal monthly installments for a period of one hundred twenty (120) months, minus

(ii) if applicable, the annual amount payable to the Regular Participant under the Dominion Resources, Inc. Executive Supplemental Retirement Plan frozen as of December 31, 2004.

(b) If a Life Participant meets the Eligibility Conditions while in the employ of the Company, a Life Participant shall upon Retirement be entitled to an Annual Benefit calculated as follows:

(i) an annual amount equal to Twenty-Five Percent (25%) of the Life Participant’s Final Compensation, payable in equal monthly installments for the life of the Participant, minus

(ii) if applicable, the annual amount payable to the Life Participant under the Dominion Resources, Inc. Executive Supplemental Retirement Plan frozen as of December 31, 2004.

(c) If a Regular Participant or Life Participant has completed sixty (60) months of service with the Company (actually or deemed under a Benefits Agreement), upon his severance from employment with the Company before the attainment of fifty-five (55) years of age (actually or deemed under a Benefits Agreement), the Participant shall be entitled to an Annual Benefit equal to the benefit computed under Section 3.1(a) or Section 3.1(b), as applicable, multiplied by the following fraction (not greater than one):

Participant’s completed months of service since becoming a Participant

Total months from the date on which the individual became a Participant to

the Participant’s attainment of fifty-five (55) years of age

(actually or deemed under a Benefits Agreement).

In calculating months of service, partial months shall be disregarded. The actuarial equivalent of the benefit under this Section 3.1(c) shall be paid in the form of the Lump Sum Equivalent.

3.2 Unless a Regular Participant makes an election under Section 3.3 to receive Installment Payments or a Life Participant makes an election under Section 3.4 to receive a Single Life Annuity, the Annual Benefit payable to a Participant under the Plan shall be paid in the form of the Lump Sum Equivalent.

3.3 In lieu of the Lump Sum Equivalent, a Regular Participant may elect to receive Installment Payments under the provisions of this Section 3.3.

(a) The Installment Payments shall be made in 120 monthly installments. Each installment shall be one-twelfth of the Annual Benefit.

(b) To receive Installment Payments, a Participant must make an irrevocable election within the first 30 days after the Participant becomes a Participant.

3.4 In lieu of the Lump Sum Equivalent, a Life Participant may elect to receive a Single Life Annuity under the provisions of this Section 3.4. To receive a Single Life Annuity, a Participant must make an irrevocable election within the first 30 days after the Participant becomes a Participant.

3.5 (a) If a Participant becomes Totally and Permanently Disabled prior to Retirement, regardless of such Participant’s age or months of service, the Participant shall be entitled to an Annual Benefit equal to the amount described in Section 3.1(a) or 3.1(b), as applicable. The Annual Benefit shall be payable as a Lump Sum Equivalent unless the Participant has made an election to receive Installment Payments under Section 3.3 or a Single Life Annuity under Section 3.4. If the Participant has elected to receive Installment Payments or a Single Life Annuity, the Monthly Benefit shall be payable as Installment Payments to a Regular Participant and as a Single Life Annuity to a Life Participant.

(b) If a Participant dies while still employed by the Company, regardless of such Participant’s age or months of service, the Participant’s Beneficiary shall be entitled to the Lump Sum Equivalent that would have been payable to the Participant under Section 3.1(a) or Section 3.1(b), as applicable, if the Participant had Retired on his or her date of death. The amount payable shall be determined as of the date of the Participant’s death.

(c) If a Regular Participant dies after Installment Payments have commenced, but before receiving 120 Installment Payments, the remainder of such payments will be made to the Participant’s Beneficiary on the same schedule as the amounts would have been payable to the Participant.

(d) If a Life Participant dies after payments have commenced under a Single Life Annuity, but before receiving 120 monthly payments, additional monthly payments will be made to the Participant’s Beneficiary on the same schedule as the amounts would have been payable to the Participant until the Participant and the Beneficiary have received a combined total of 120 monthly payments. After a combined total of 120 monthly payments have been made, payments to the Beneficiary shall cease and the Plan shall have no further obligation to the Beneficiary.

(e) A Beneficiary receiving Installment Payments after the Participant’s death under Section 3.5(c) or a continuation of monthly payments under Section 3.5(d) may designate a beneficiary who will be entitled to receive the remaining benefits due the Beneficiary after the Beneficiary’s death. Designation of a beneficiary shall be made in accordance with Article V of the Plan.

(f) If the Participant has received a Lump Sum Equivalent or if the Participant has commenced payments under a Single Life Annuity under this Plan, the Participant’s Beneficiary shall not be entitled to receive any benefit under this Plan after the Participant’s death except as provided in Section 3.5(d).

3.6 Payments under the Plan shall be made at the times provided in this Section 3.6.

(a) The Lump Sum Equivalent shall be distributed to the Participant as soon as administratively practicable after the date which is six months after the Participant’s Retirement. The Lump Sum Equivalent shall be distributed to the Participant’s Beneficiary or Beneficiaries as soon as administratively practicable after the date of the Participant’s death.

(b) The Installment Payments shall commence on the first of the month that is at least six months after the Participant’s Retirement. All future Installment Payments shall be made on the first of each succeeding month.

(c) The Single Life Annuity shall commence on the first of the month that is at least six months after the Participant’s Retirement. All future payments shall be made on the first of each succeeding month.

(d) Payment of the benefit described in Section 3.5(a) shall commence on (or as soon as practicable after) the first day of the month next following the Administrative Benefit Committee’s determination of the Participant’s Total and Permanent Disability.

3.7 It is not intended that a Participant or Beneficiary receive duplicate benefits under this Plan. Anything herein to the contrary notwithstanding, therefore, the following provisions shall apply after a Participant has received a payment of any benefits under this Plan:

(b) Any adjustment under this Section 3.7 shall be made in accordance with rules established by the Administrative Benefit Committee and applied in a uniform and nondiscriminatory manner.

3.8 All payments under the Plan shall be subject to any applicable payroll and withholding taxes.

Article IV

Coordination of Benefit Payments

Article V

Designation of Beneficiary

5.3 A beneficiary designation or a change in beneficiary designation by a Beneficiary pursuant to Section 3.5(e) shall be governed by Sections 5.1 and 5.2 as if “Beneficiary” were substituted for “Participant” and “beneficiary” were substituted for “Beneficiary” therein.

Article VI

Guarantees

Article VII

Termination of Employment

designated employer at the time of such individual’s death, Retirement, Total and Permanent Disability, or other termination of employment with the Company be entitled to any benefit under the Plan. A Participant on authorized leave of absence from the Company shall not be deemed to have terminated employment or to lose the status of Participant solely as a result of such leave of absence.

7.3 Anything herein to the contrary notwithstanding, if a Participant is in the employ of a Company on the date of a Change in Control or a Potential Change in Control relating to that Company, the provisions of the Employment Continuity Agreement between the Participant and Dominion Resources, Inc., if any, shall control (a) the Participant’s subsequent participation in this Plan and (b) the eligibility for, computation of, and payment of any benefits under this Plan to the Participant.

Article VIII

Termination, Amendment or Modification of Plan

(a) no such amendment, modification or termination may decrease the benefit of a Participant (or Beneficiary, if applicable) where (i) the Participant has already Retired at a time when a benefit is payable under the Plan or (ii) the Participant has already completed sixty (60) months of service with the Company as of the date of the change and remains an elected officer of a designated employer; and

(b) further provided that with respect to a Participant who is in the employ of a Company on the date of a Change in Control or a Potential Change in Control relating to that Company, the provisions of the Employment Continuity Agreement between the Participant and Dominion Resources, Inc., if any, shall apply to limit the ability of Dominion Resources, Inc. to amend, modify or terminate this Plan with regard to the affected Participant unless the Participant agrees to such amendment, modification or termination in writing.

8.4 Except as otherwise provided in Sections 7.3 and 8.1, upon the termination of this Plan, the Plan shall no longer be of any further force or effect and neither Dominion Resources, Inc. nor any Participant or Beneficiary shall have any further obligation or right under this Plan.

8.5 Unless such action is prohibited by Section 8.1(b), the OCN Committee may revoke or rescind the designation of an individual as a Participant at its discretion. The rights of any individual who was a Participant and whose designation as a Participant is revoked or rescinded by the OCN Committee shall cease upon such action.

Article IX

Other Benefits and Agreements

Except as provided in Section 3.1 and Article IV with regard to the coordination of benefit payments, the benefits provided for a Participant and the Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program of the Company for its employees, and, except as may otherwise be expressly provided for, the Plan shall supplement and shall not supersede, modify or amend any other plan or program of the Company in which a Participant is participating.

Article X

Restrictions on Transfer of Benefits

Article XI

Administration of the Plan

Plan. Subject to the provisions of the Plan, the Administrative Benefit Committee may adopt such rules and regulations as it may deem necessary or desirable to carry out the purposes of the Plan. The Administrative Benefit Committee’s interpretation and construction of any provision of the Plan shall be final, conclusive and binding upon the Company and upon Participants and their Beneficiaries.

11.2 Dominion Resources, Inc. shall indemnify and save harmless each member of the Administrative Benefit Committee and each member of the OCN Committee against any and all expenses and liabilities arising out of membership on the respective Committee, excepting only expenses and liabilities arising out of the member’s own willful misconduct. Expenses against which a member of the OCN Committee or the Administrative Benefit Committee shall be indemnified hereunder shall include without limitation, the amount of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted, or a proceeding brought or settlement thereof. The foregoing right of indemnification shall be in addition to any other rights to which any such member may be entitled.

11.3 In addition to the powers specified in Section 11.1 and other provisions of this Plan, the Administrative Benefit Committee shall have the specific discretionary authority to compute and certify the amount and kind of benefits from time to time payable to Participants and their Beneficiaries under the Plan, to authorize all disbursements for such purposes, and to determine whether a Participant is Totally and Permanently Disabled so as to be entitled to a benefit under Section 3.5(a).

(d) The OCN Committee shall afford the claimant a full and fair review of the decision denying the claim and shall:

(i) Provide, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claim;

(ii) Permit the claimant to submit written comments, documents, records and other information relating to the claim; and

Article XII

Confidentiality and Noncompetition Provisions

12.3 The OCN Committee (or its delegate) in its sole discretion has the authority to interpret and administer this Article XII and to determine whether a business is in competition with the Company as described in Section 12.2. In addition, a terminated Participant may request the OCN Committee to determine in advance whether a specific contemplated business or enterprise would be in competition with the Company for purposes of Section 12.2, and a response shall be provided to the Participant within a reasonable time after all relevant information is provided to enable the OCN Committee to make its determination.

12.4 If the OCN Committee determines that a terminated Participant who is receiving or has received benefits under this Plan is, within one (1) year following termination of employment and without the specific written permission of the Company, directly employed in, or otherwise providing services in any capacity to, a business or enterprise that engages in direct competition with the Company in any state in which the Company is at the time of the Participant’s termination of employment either carrying on business or actively negotiating to enter business, then (a) all payments to the Participant under this Plan shall cease, (b) the Participant and his or her Beneficiaries shall forfeit all rights to any further payments under the Plan, and (c) the Participant shall be responsible for repaying to the Plan any payments already made to the Participant that represent (i) amounts paid or payable with regard to any period for which the Participant was in competition with the Company as described herein and/or (ii) any amounts already paid that are in excess of the amount that would have been paid before the period of competition began as Installment Payments to a Regular Participant or as a Single Life Annuity to a Life Participant.

Article XIII

Miscellaneous

13.2 To the extent not preempted by federal law, the Plan shall be governed and construed under the laws of the Commonwealth of Virginia, without regard to its choice of law provisions.

13.3 Masculine pronouns wherever used shall include feminine pronouns and the use of the singular shall include the plural.

Exhibit 10.9

DOMINION RESOURCES, INC.

NEW RETIREMENT BENEFIT RESTORATION PLAN

Effective January 1, 2005

DOMINION RESOURCES, INC.

NEW RETIREMENT BENEFIT RESTORATION PLAN

Purpose

The Board of Directors of Dominion Resources, Inc. determined that the adoption of the New Retirement Benefit Restoration Plan effective January 1, 2005 would assist it in attracting and retaining those employees whose judgment, abilities and experience would contribute to its continued progress. The Plan is intended to be a plan that is unfunded and maintained primarily for the purpose of providing deferred compensation for a “select group of management or highly compensated employees” (as such phrase is used in the Employee Retirement Income Security Act of 1974).

The Plan is intended to qualify under the provisions of Code Section 409A and any regulations and other guidance under that section. The Plan shall be interpreted to qualify under Code Section 409A.

Article I

Definitions

As defined herein, the following phrases or terms shall have the indicated meanings:

1.3 “Annuity” means either a Single Life Annuity or a Joint and Survivor Annuity.

1.5 “Benefit Agreement” means any agreement between the Company and a Participant or any declaration by the Company under which a Participant is to be provided one or more Benefit Enhancements.

1.6 “Benefit Enhancement” means the crediting of deemed additional years of age or service, the use of a different definition of any factor used to calculate benefits, different eligibility provisions, or any other provision that enhances the benefit that would otherwise be payable under the Retirement Plan as provided in a Benefit Agreement.

1.8 “Code” means the Internal Revenue Code of 1986, as amended.

1.9 “Company” means Dominion Resources, Inc., its predecessor, a subsidiary or an Affiliate.

1.10 “Eligible Employee” means an individual (i) who is employed by Dominion Resources, Inc. or an Affiliate, (ii) who is a member of management or a highly compensated employee, and (iii) whose Retirement Plan benefit accrued after December 31, 2004 is or has been reduced or limited by Code Section 401(a)(17), Code Section 415, or both.

1.11 “Joint and Survivor Annuity” means an annuity which is the actuarial equivalent of the Monthly Benefit under which an amount is payable for the lifetime of the Participant with a survivor annuity for the lifetime of his surviving Spouse. A 50% Joint and Survivor Annuity provides a benefit to the surviving Spouse that is equal to 50% of the amount payable during the joint lives of the Participant and the Spouse. A 100% Joint and Survivor Annuity provides a benefit to the surviving Spouse that is equal to 100% of the amount payable during the joint lives of the Participant and the Spouse.

1.12 “Lump Sum Equivalent” means a single lump sum payment that is actuarially determined as the amount required to purchase a commercial annuity that would provide an after-tax monthly payment equal to the after-tax amount of the Monthly Benefit. The actuarial determination shall be computed using actuarial and other factors, adjusted annually, as determined by the Administrative Benefit Committee. The after-tax amounts shall be based on Federal income and FICA tax rates and the state income tax rate for the residence of the Participant at the date of the payment, as determined by the Administrative Benefit Committee.

1.13 “Monthly Benefit” means the monthly amount determined under Section 3.1(a) used for purposes of calculating the Lump Sum Equivalent.

1.14 “OCN Committee” means the Organization, Compensation and Nominating Committee of the Board of Directors of Dominion Resources, Inc.

1.15 “Participant” means an Eligible Employee who is designated by the OCN Committee to participate in the Plan.

1.16 “Plan” means the Dominion Resources, Inc. New Retirement Benefit Restoration Plan.

1.17 “Potential Change in Control” means with regard to each Participant at any time an event that constitutes a “Potential Change in Control” for purposes of the Employment Continuity Agreement between the Participant and Dominion Resources, Inc. as in effect at that time, if any.

1.18 “Retirement” and “Retire” mean a Participant’s termination of employment with the Company at a time when the Participant is entitled to begin receiving an immediate annuity benefit under the Retirement Plan (regardless of whether the Participant actually elects to begin receiving an immediate annuity benefit), or would be entitled to begin receiving an immediate annuity if any Benefit Enhancement were applied under the Retirement Plan, and which also constitutes a separation from service for purposes of Code Section 409A.

1.19 “Retirement Plan” means with regard to each Participant a defined benefit pension plan that is qualified under Code Section 401(a), that is maintained by Dominion Resources, Inc. or an Affiliate, and in which the Participant participates.

1.20 “Single Life Annuity” means an annuity of the Monthly Benefit payable in monthly installments for the Participant’s lifetime with no survivor benefits.

1.21 “Spouse” means the person to whom a Participant is legally married at the date on which a Joint and Survivor Annuity commences.

1.22 “Totally and Permanently Disabled” means a condition that renders a Participant disabled for purposes of Code Section 409A(a)(2)(C).

Article II

Participation

An Eligible Employee who is designated to participate in the Plan by the OCN Committee shall become a Participant in the Plan as of the date specified by the OCN Committee on or after January 1, 2005. A Participant who remains an employee of the Company shall continue to participate in the Plan until (a) the OCN Committee declares that he or she is no longer a Participant or (b) he or she is no longer an Eligible Employee, including by termination of employment other than Retirement. Except as otherwise specifically provided in the Plan, a Participant who cease to participate in the Plan shall forfeit all rights to any benefits under the Plan.

Article III

Benefits

Subject to the provisions of Articles VII and VIII, a Participant (or the Participant’s Beneficiary, if applicable) shall be entitled to benefits under this Plan as follows:

3.1 (a) The Monthly Benefit of a Participant who Retires shall be a monthly amount equal to (x) minus (y) minus (z) below where:

(x) =

the benefit that would have been payable monthly to the Participant under the Retirement Plan but for the application of the limits set forth in Code Sections 401(a)(17) and 415 and after the application of any Benefit Enhancements;

(y) =

the benefit that the Participant is entitled to receive monthly under the Retirement Plan; and

(z) =

if applicable, the benefit payable to the Participant under the Dominion Resources, Inc. Benefit Restoration Plan frozen as of December 31, 2004 expressed as a monthly benefit for the life of the Participant.

(b) Except as otherwise specifically provided, the Monthly Benefit under Section 3.1(a) shall be computed based on the same annuity form as the Participant’s annuity benefit is determined under the Retirement Plan.

3.2 Unless the Participant makes an election to receive an Annuity under Section 3.3, the Monthly Benefit payable to a Participant under the Plan shall be paid in the form of the Lump Sum Equivalent.

3.3 In lieu of the Lump Sum Equivalent, a Participant may elect to receive an Annuity under the provisions of this Section 3.3.

(a) The Participant may elect to receive either a Single Life Annuity, a 50% Joint and Survivor Annuity, or a 100% Joint and Survivor Annuity.

(b) If a Participant elects a Joint and Survivor Annuity and the Participant does not have a Spouse when the Participant Retires, the Participant’s Annuity shall be paid in the form of a Single Life Annuity.

(c) To receive an Annuity, a Participant must make an irrevocable election within the first 30 days after the Participant became a Participant. The election must include the form of Annuity that will be paid. If a Participant does not make an irrevocable election to receive an Annuity within the first 30 days after becoming a Participant, the Participant shall receive the Lump Sum Equivalent.

3.4 (a) If a Participant becomes Totally and Permanently Disabled prior to Retirement, the Participant shall be entitled to a Monthly Benefit equal to the amount described in Section 3.1. The Monthly Benefit shall be payable as a Lump Sum Equivalent unless the Participant has made an election to receive an Annuity under Section 3.3. If the Participant has elected to receive an Annuity, the Monthly Benefit shall be payable in the form of Annuity chosen by the Participant.

(b) If a Participant dies before the commencement of benefit payments under this Plan, the Participant’s Beneficiary shall be entitled to the Lump Sum Equivalent that would have been payable to the Participant under Section 3.1 if the Participant had Retired on his or her date of death. The amount payable shall be determined as of the date of the Participant’s death.

(c) If a Participant dies after the commencement of a Joint and Survivor Annuity under this Plan and is survived by the Participant’s Spouse, the Participant’s Spouse shall receive the survivor portion of the Joint and Survivor Annuity for the life of the Spouse. The payment to the Spouse shall begin with the first Annuity payment due after the date of the Participant’s death.

(d) If the Participant has received a Lump Sum Equivalent or if the Participant has commenced payments under a Single Life Annuity under this Plan, the Participant’s Beneficiary shall not be entitled to receive any benefit under this Plan after the Participant’s death.

3.5 Payments under the Plan shall be made at the times provided in this Section 3.5.

(b) If a Participant makes an election to receive an Annuity, the Annuity shall commence on the first of the month that is at least six months after the Participant’s Retirement. All future Annuity payments shall be made on the first of each succeeding month.

(c) Payment of the benefit described in Section 3.4(a) shall commence on (or as soon as practicable after) the first day of the month next following the Administrative Benefit Committee’s determination of the Participant’s Total and Permanent Disability.

3.6 It is not intended that a Participant or Beneficiary receive duplicate benefits under this Plan. Anything herein to the contrary notwithstanding, therefore, the following provisions shall apply after a Participant has received a payment of any benefits under this Plan:

(b) Any adjustment under this Section 3.6 shall be made in accordance with rules established by the Administrative Benefit Committee and applied in a uniform and nondiscriminatory manner.

3.7 All payments under the Plan shall be subject to any applicable payroll and withholding taxes.

Article IV

Coordination of Benefit Payments

Article V

Designation of Beneficiary

Article VI

Guarantees

Article VII

Termination of Employment

7.1 The Plan does not in any way limit the right of the Company at any time and for any reason to terminate either a Participant’s employment or a Participant’s status as an Eligible Employee. In no event shall the Plan, by its terms or by implication, constitute an employment contract of any nature whatsoever between the Company and a Participant.

7.2 Except as otherwise provided in Section 7.3, a Participant (a) who ceases to be an Eligible Employee while remaining employed by the Company or (b) whose employment with the Company terminates for any reason other than death, Retirement, or Total and Permanent Disability, shall in either case immediately cease to be a Participant under this Plan and shall forfeit all rights under this Plan. In no event shall an individual who was a Participant but who is not a Participant at the time of such individual’s death, Retirement, or Total and Permanent Disability, be entitled to any benefit under the Plan. A Participant on authorized leave of absence from the Company shall not be deemed to have terminated employment or to lose the status of an Eligible Employee solely as a result of such leave of absence.

7.3 Anything herein to the contrary notwithstanding, if a Participant is in the employ of a Company on the date of a Change in Control or a Potential Change in Control relating to that Company, the provisions of the Employment Continuity Agreement between the Participant and Dominion Resources, Inc., if any, shall control (a) the Participant’s subsequent participation in this Plan and (b) the eligibility for, computation of, and payment of any benefits under this Plan to the Participant.

Article VIII

Termination, Amendment or Modification of Plan

(a) No such amendment, modification or termination may decrease the benefit that has already been earned by a Participant as of the date of the change, except for an amendment required to comply with Code Section 409A; and

(b) If a Participant is in the employ of a Company on the date of a Change in Control or a Potential Change in Control relating to that Company, the provisions of the Employment Continuity Agreement between the Participant and Dominion Resources, Inc., if any, shall apply to limit the ability of Dominion Resources, Inc. to amend, modify or terminate this Plan with regard to the affected Participant unless the Participant agrees to such amendment, modification or termination in writing.

Article IX

Other Benefits and Agreements

Article X

Restrictions on Transfer of Benefits

Article XI

Administration of the Plan

(c) Within sixty (60) days following the date the claimant receives written notice of the denial of the claim, the claimant may request the OCN Committee to review the

denial. For purposes of this section, any action required or authorized to be taken by the claimant may be taken by a representative authorized in writing by the claimant to represent the claimant.

(d) The OCN Committee shall afford the claimant a full and fair review of the decision denying the claim and shall:

(i) Provide, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claim;

(ii) Permit the claimant to submit written comments, documents, records and other information relating to the claim; and

Article XII

Confidentiality and Noncompetition Provisions

12.3 The OCN Committee (or its delegate) in its sole discretion has the authority to interpret and administer this Article XII and to determine whether a business is in competition

with the Company as described in Section 12.2. In addition, a terminated Participant may request the OCN Committee to determine in advance whether a specific contemplated business or enterprise would be in competition with the Company for purposes of Section 12.2, and a response shall be provided to the Participant within a reasonable time after all relevant information is provided to enable the OCN Committee to make its determination.

12.4 If the OCN Committee determines that a terminated Participant who is receiving or has received benefits under this Plan is, within one (1) year following termination of employment and without the specific written permission of the Company, directly employed in, or otherwise providing services in any capacity to, a business or enterprise that engages in direct competition with the Company in any state in which the Company is at the time of the Participant’s termination of employment either carrying on business or actively negotiating to enter business, then (a) all payments to the Participant under this Plan shall cease, (b) the Participant and his or her Beneficiaries shall forfeit all rights to any further payments under the Plan, and (c) the Participant shall be responsible for repaying to the Plan any payments already made to the Participant that represent (i) amounts paid or payable with regard to any period for which the Participant was in competition with the Company as described herein and/or (ii) any amounts already paid that are in excess of the amount that would have been paid before the period of competition began as a Single Life Annuity to a Participant.

Article XIII

Miscellaneous

13.2 To the extent not preempted by federal law, the Plan shall be governed and construed under the laws of the Commonwealth of Virginia, without regard to its choice of law provisions.

13.3 Masculine pronouns wherever used shall include feminine pronouns and the use of the singular shall include the plural.

Exhibit 10.10

DOMINION RESOURCES, INC.

NEW DEFERRED COMPENSATION PLAN

EFFECTIVE JANUARY 1, 2005

For the Participants of:

Dominion Resources, Inc.

And Affiliates

TABLE OF CONTENTS


Section		Page
1. DEFINITIONS .		1

2. PURPOSE .		4

3. PARTICIPATION		4

4. DEFERRED BENEFITS .		5

5. MATCH BENEFITS .		6

6. SPECIAL BENEFITS .		7

7. TOOL KIT BENEFITS .		7

8. INVESTMENT FUNDS .		7

9. DISTRIBUTION ELECTION FORM .		8

10. DISTRIBUTIONS .		9

11. COMPANY’S OBLIGATION ..		12

12. CONTROL BY PARTICIPANT .		12

13. CLAIMS AGAINST PARTICIPANT’S BENEFIT .		12

14. AMENDMENT OR TERMINATION .		12

15. ADMINISTRATION .		12

16. NOTICES .		13

17. WAIVER .		13

18. CONSTRUCTION .		13

DOMINION RESOURCES, INC.

NEW DEFERRED COMPENSATION PLAN

1. DEFINITIONS . The following definitions apply to this Plan and to any related documents.

(a)

Account or Accounts means, collectively, a Participant’s Deferred Account, Match Account, Special Account, and Tool Kit Account.

(b)

Administrator means Dominion Resources Services, Inc.

(c)

Beneficiary or Beneficiaries means a person or persons or other entity that a Participant designates on a Beneficiary Designation Form to receive Benefit payments. If a Participant does not execute a valid Beneficiary Designation Form, or if the designated Beneficiary or Beneficiaries fail to survive the Participant or otherwise fail to take the Benefit, the Participant’s Beneficiary or Beneficiaries shall be the first of the following persons who survive the Participant: a Participant’s spouse (the person legally married to the Participant when the Participant dies); the Participant’s children in equal shares. If none of these persons survive the Participant, the Beneficiary shall be the Participant’s estate.

(d)

Beneficiary Designation Form means the form that a Participant uses to name the Participant’s Beneficiary or Beneficiaries.

(e)

Benefit or Benefits means, collectively, a Participant’s Deferred Benefit, Match Benefit, Special Benefit, and Tool Kit Benefit.

(f)

Board means the Board of Directors of Dominion.

(g)

Change of Control is intended to have the same meaning as that term is defined under Code section 409A and the regulations thereunder.

(h)

Code means the Internal Revenue Code of 1986, as amended.

(i)

Committee means the Organization, Compensation and Nominating Committee of the Board.

(j)

Company means Dominion and any Dominion Company that is designated by the Administrator as covered by this Plan, and any successor business by merger, purchase, or otherwise that maintains the Plan.

(k)

Compensation means a Participant’s annual base salary and Profit Sharing Award. Compensation does not include stock, stock options or spot awards. The Administrator may determine whether to include or exclude an item of income from Compensation.

(l)

Deferral Election Form means the form that a Participant uses to elect to defer Compensation pursuant to Plan Section 4.

(m)

Deferred Account means a bookkeeping record established for each Participant who is eligible to receive a Deferred Benefit. A Deferred Account shall be established only for purposes of measuring a Deferred Benefit and not to segregate assets or to identify assets that may be used to satisfy a Deferred Benefit. A Deferred Account shall be credited with that amount of a Participant’s Compensation deferred according to a Participant’s Deferral Election Form.

(n)

Deferred Benefit means the benefit available to a Participant who has executed a valid Deferral Election Form under Plan Section 4.

(o)

Disability or Disabled means a medically determinable physical or mental impairment which can be expected to result in death or to last for a continuous period of not less than 12 months (i) which prevents the affected Participant from engaging in any substantial gainful activity or (ii) on account of which the affected Participant receives income replacement benefits for a period of not less than 3 months under a Company-sponsored accident and health plan. “Disability” is intended to have the same meaning as this term is defined under Code section 409A and the regulations thereunder.

(p)

Distribution Election Form means a form that a Participant uses to establish the timing and method of payments of Benefits from all Accounts except the Participant’s Tool Kit Account and, when specified by the Company, Special Account. If a Participant does not execute a valid Distribution Election Form, the distribution of Benefits shall be governed by Plan Section 9(d).

(q)

Dominion means Dominion Resources, Inc.

(r)

Dominion Company means Virginia Electric and Power Company, Dominion Energy, Inc., Dominion Resources Services, Inc., Consolidated Natural Gas Company, or another corporation in which Dominion owns stock possessing at least 50% of the combined voting power of all classes of stock or which is in a chain of corporations with Dominion in which stock possessing at least 50% of the combined voting power of all classes of stock is owned by one or more other corporations in the chain.

(s)

Dominion Stock means the common stock, no par value, of Dominion.

(t)

Dominion Stock Fund means an Investment Fund in which the deemed investment is Dominion Stock.

(u)

Dominion Tool Kit means the Dominion Resources, Inc. Executive Stock Purchase Tool Kit.

(v)

Effective Date with respect to the Plan means January 1, 2005.

(w)

Election Date means the date by which a Participant must submit a valid Deferral Election Form for Compensation earned and vested during the Plan Year. For each Plan Year, the Election Date shall be December 31 of the preceding calendar year unless the Administrator sets an earlier Election Date.

(x)

Investment Election Form means the form that a Participant uses to elect the Investment Fund in which all Benefits, except the Tool Kit Benefit and Special Benefit if restricted, held in the Participant’s Accounts will be deemed invested.

(y)

Investment Fund means one or more deemed investment alternatives offered to Participants from time to time. The Company may compute deemed investment gain or loss under the Investment Funds based on the actual investment performance of assets that it has deposited in a grantor trust (as described in Plan Section 11). The Dominion Stock Fund shall be one of the Investment Funds.

(z)

Match Account means a bookkeeping record established for each Participant who is eligible to receive a Match Benefit. A Match Account shall be established only for purposes of measuring a Match Benefit and not to segregate assets or to identify assets that may be used to satisfy a Match Benefit.

(aa)

Match Benefit means the benefit available to an eligible Participant under Plan Section 5.

(bb)

Participant with respect to any Plan Year means an employee of the Company who has a base salary of at least $100,000 as of a date within 120 days preceding the Election Date for the Plan Year, as established by the Administrator.

(cc)

Plan means the Dominion Resources, Inc. New Deferred Compensation Plan.

(dd)

Plan Year means a calendar year beginning on or after the Effective Date.

(ee)

Profit Sharing Award means any cash bonus, annual cash incentive award, cash incentive payment or pre-scheduled one-time cash payment, which is designated as such by the Administrator.

(ff)

Retirement means any Separation from Service on account of age on or after age 55.

(gg)

Savings Plan means the Dominion Resources, Inc. Employee Savings Plan.

(hh)

Separation from Service means the cessation of the Participant’s employment with the Company, including Retirement. “Separation from Service” is intended to have the same meaning as that term is defined under Code section 409A and the regulations thereunder.

(ii)

Special Account means a bookkeeping record established for each Participant who receives a Special Benefit. A Special Account shall be established only for purposes of measuring a Participant’s Special Benefit and not to segregate assets or to identify assets that may be used to satisfy a Special Benefit.

(jj)

Special Benefit means the benefit a Participant may be awarded under Plan Section 6.

(kk)

Specified Employee means any elected officer of the Company. “Specified Employee” is intended to meet the requirements of Code section 409A and the regulations thereunder.

(ll)

Tool Kit Account means a bookkeeping record established for each Participant who is eligible to receive a Tool Kit Benefit. A Tool Kit Account shall be established only for purposes of measuring a Tool Kit Benefit and not to segregate assets or to identify assets that may be used to satisfy a Tool Kit Benefit.

(mm)

Tool Kit Benefit means the benefit available to a Participant as described in Plan Section 7.

(nn)

Unforeseeable Emergency means a severe financial hardship to the Participant resulting from an illness affecting the Participant or the Participant’s Spouse or Dependent, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the Participant’s control. Any amount distributed to the Participant under this Plan in connection with an Unforeseeable Emergency shall not exceed the amount necessary to satisfy the emergency plus incidental costs. “Unforeseeable Emergency” is intended to have the same meaning as this term is defined under Code section 409A and the regulations thereunder.

2. PURPOSE . The Plan is intended to benefit a “select group of management or highly compensated employees,” as that term is used under Title I of the Employee Retirement Income Security Act of 1974, as amended. The Plan is intended to permit Participants to defer their Compensation, and for related purposes. The Plan is also intended to meet the requirements of Code section 409A and the regulations thereunder.

3. PARTICIPATION . A Participant is eligible to participate in this Plan if, with respect to any Plan Year, the Participant:

(i)

submits a valid Deferral Election Form on or before the Election Date for that Plan Year as provided in Plan Section 4;

(ii)

is eligible for a Match Benefit as provided in Plan Section 5;

(iii)

receives a Special Benefit as provided in Plan Section 6; or

(iv)

receives a Tool Kit Benefit as provided in Plan Section 7.

4. DEFERRED BENEFITS . A Participant may elect on or before the Election Date to defer receipt of a portion of the Participant’s Compensation for the Plan Year. The following provisions apply to deferral elections:

(a)

A Participant may defer up to 50% of the Participant’s annual base salary and up to 85% of the Participant’s Profit Sharing Award for each Plan Year. The amounts of such deferrals may be reduced in accordance with rules established by the Administrator for the coordination of this Plan with other compensation-related plans or programs operated by the Company.

(b)

The election to defer Compensation with respect to a Plan Year shall be made by using a Deferral Election Form. The Deferral Election Form shall specify the amount and type of Compensation to be deferred with respect to that Plan Year. A deferral election shall be valid only when the Deferral Election Form is completed and received by the Administrator on or before the Election Date for that Plan Year. A Participant who has not submitted a valid Deferral Election Form to the Administrator on or before the Election Date may not defer any part of the Participant’s Compensation for the Plan Year to this Plan.

(c)

Amounts of Compensation deferred using a valid Deferral Election Form shall be credited to the Participant’s Deferred Account. These amounts shall be credited to the Deferred Account as of the date on which the Compensation would have been paid to the Participant, but for the deferral. The amounts credited to a Participant’s Deferred Account shall be deemed invested among a set of Investment Funds chosen by the Participant on the Participant’s Investment Election Form, as provided under Plan Section 8. The amounts credited to a Participant’s Deferred Account shall be 100% vested.

(d)

Distributions from the Participant’s Deferred Account shall be governed by the Participant’s Distribution Election Form, subject to the terms and conditions of Plan Sections 9 and 10.

(e)

The Administrator may reject any Deferral Election Form that does not conform to the provisions of the Plan. The Administrator’s rejection must be made on a uniform basis with respect to similarly situated Participants. If the Administrator rejects a Deferral Election Form, the Participant shall be paid the amounts the Participant would have been entitled to receive if the Participant had not submitted the rejected Deferral Election Form.

(f)

A Participant may not revoke a Deferral Election Form after the Plan Year begins. Any revocation before the beginning of the Plan Year has the same effect as a failure to submit a Deferral Election Form. Any writing signed by a Participant expressing an intention to revoke the Participant’s Deferral Election Form and delivered to the Administrator before the close of business on the Election Date shall be a revocation.

5. MATCH BENEFITS .

(a)

With respect to each Plan Year, the Company has the discretion to use this Plan to credit a Match (as defined below) to each eligible Participant. To be eligible for a Match, a Participant must meet all of the following criteria:

(i)

be employed on December 31 of the Plan Year or have Separated from Service during the Plan Year due to retirement or early retirement (as defined by the Savings Plan), death, or Disability;

(ii)

have made salary deferrals to the Savings Plan for the Plan Year; and

(iii)

have base salary for the Plan Year in excess of the dollar limit for the Plan Year under Code section 401(a)(17).

(b)

The amount of the Match will be determined under the following formula: Excess Compensation times Deferral Percentage times Match Percentage. The terms in the formula have the following meanings.

(i)

Excess Compensation is the amount of the Participant’s base salary for the Plan Year in excess of the dollar limit for the Plan Year under Code section 401(a)(17).

(ii)

Deferral Percentage is the total of the Participant’s salary deferrals to the Savings Plan for the Plan Year divided by the lesser of (i) the dollar limit for the Plan Year under Code section 401(a)(17), or (ii) the Participant’s base salary for the Plan Year reduced by deferrals under this Plan and the Savings Plan. The Deferral Percentage may not exceed the maximum percentage of compensation on which the Participant would be eligible to receive a match by making a deferral under the Savings Plan for the Plan Year.

(iii)

Match Percentage is the percentage of company match made with respect to the Participant’s salary deferral to the Savings Plan.

(c)

The Match awarded to an Eligible Participant shall be credited to the Participant’s Match Account. The amounts credited to a Participant’s Match Account shall be deemed invested among a set of Investment Funds chosen by the Participant on the Participant’s Investment Election Form, as provided under Plan Section 8. A Participant shall not be required to invest any portion of the Match Account in the Dominion Stock Fund. The Administrator may establish further procedures for the administration of the Match Account, including procedures for determining the date as of which Matches shall be credited to a Participant’s Match Account. A Participant’s Match Account shall be 100% vested.

(d)

Distributions from a Participant’s Match Account shall be governed by the Participant’s Distribution Election Form, subject to the terms and conditions of Plan Sections 9 and 10.

6. SPECIAL BENEFITS . With respect to any Plan Year, the Company may credit a Special Benefit to a separate Special Account of any Participant. The Special Benefit, if any, shall be credited to the Participant’s Special Account as of the date determined by the Company. The Company has sole discretion regarding the amount of the Special Benefit, if any. The amounts credited to the Participant’s Special Account, if any, shall be deemed invested among a set of Investment Funds chosen by the Participant on the Participant’s Investment Election Form, as provided under Plan Section 8, however, the Administrator shall have discretion to restrict the deemed investment of a Special Benefit to the Dominion Stock Fund only. Amounts credited to the Participant’s Special Account, if any, shall be 100% vested. The timing and method of distributions from a Participant’s Special Account, if any, shall be governed by the Participant’s Distribution Election Form, subject to the terms and conditions of Plan Sections 9 and 10, unless the Company specifies upon initial crediting of the Special Benefit that the Special Account will be distributed in a single lump sum to the Participant or the Participant’s Beneficiary or Beneficiaries as soon as is practicable after the Participant’s Separation from Service. Notwithstanding the foregoing, in the case of a Participant who is a Specified Employee, no distribution from the Participant’s Special Account shall be made until the earlier of: (i) the date which is six months after the Participant’s Separation from Service; or (ii) the Participant’s death.

7. TOOL KIT BENEFITS . With respect to any Plan Year, a Participant may submit a valid Tool Kit deferral election form to designate all or a portion of the annual cash incentive award to be received during the Plan Year as subject to the bonus deferral program of the Dominion Tool Kit (the “Tool Kit Benefit”). The Tool Kit Benefit shall also include the match as provided under the bonus deferral program of the Dominion Tool Kit. The Tool Kit Benefit, if any, shall be credited to the Participant’s Tool Kit Account under this Plan as of the date the annual cash incentive award would have been paid, but for the deferral. Notwithstanding any other provision in this Plan or the Participant’s Investment Election Form to the contrary, the amounts held in a Participant’s Tool Kit Account shall be deemed invested in the Dominion Stock Fund. Amounts credited to the Participant’s Tool Kit Account shall be 100% vested. A Participant’s Tool Kit Account shall be distributed to the Participant or the Participant’s Beneficiary or Beneficiaries in a single lump sum as soon as is practicable after the Participant’s Separation from Service. Notwithstanding the foregoing, in the case of a Participant who is a Specified Employee, no distribution from the Participant’s Tool Kit Account shall be made until the earlier of: (i) the date which is six months after the Participant’s Separation from Service; or (ii) the Participant’s death.

8. INVESTMENT FUNDS .

(a)

The Administrator shall determine the number and type of Investment Funds that will be available under the Plan in any Plan Year. At its sole discretion, the Administrator may change the number and type of Investment Funds at any time and may establish procedures for the transition between Investment Funds.

(b)

Each Participant shall submit an Investment Election Form to govern the deemed investment of all Benefits held in each Participant’s Accounts, except the Tool Kit Benefit and the Special Benefit if restricted. The Participant shall specify on the Investment Election Form the percentage of the total amount in the Participant’s Accounts to be allocated among each of the available Investment Funds under the Plan.

(c)

Percentage amounts from a Participant’s Accounts shall be deemed invested in the Investment Funds chosen by the Participant on the Participant’s Investment Election Form as of the date on which these amounts are credited to the Participant’s Accounts. Once allocated among the Investment Funds in accordance with the Participant’s Investment Election Form, the balances of a Participant’s Accounts shall be maintained in the form of hypothetical Investment Fund shares, determined by dividing the cash value of each allocated amount by the closing market value, or net asset value, of the Investment Fund to which the amount has been allocated. These hypothetical shares shall be charged and credited as the case may be with net earnings, gains (including dividends and capital gains), losses, and expenses, as well as any appreciation or depreciation in market value during each Plan Year for the deemed investments in the Investment Funds. The Administrator may charge or credit such earnings, gains, losses, appreciation, and depreciation based on the actual investment performance of assets that it has deposited in the grantor trust (as described in Section 11).

(d)

Pursuant to procedures established by the Administrator uniformly applied, a Participant may elect to reallocate deemed investments among the available Investment Funds at least once in each Plan Year by submitting a new Investment Election Form. In this case, transfers of deemed investments between Investment Funds shall be charged and credited as the case may be to each of the Participant’s Accounts. The transfer of deemed investments involving the Dominion Stock Fund may be subject to such restrictions, including prior approval, as determined appropriate by Dominion.

9. DISTRIBUTION ELECTION FORM .

(a)

Distributions of all Benefits from a Participant’s Accounts, except for the Tool Kit Account and, when specified by the Company, Special Account, shall be governed by the Participant’s single Distribution Election Form. A Participant may amend or revoke an existing Distribution Election Form only by submitting a subsequent Distribution Election Form, subject to the terms and conditions of subsection (b). If a Participant does not submit a Distribution Election Form, distributions from such Participant’s Accounts shall be governed by subsection (d) of this Section.

(b)

A subsequent Distribution Election Form may only be made for the payment of Benefits set to commence at a specified time. The subsequent Distribution Election Form must be submitted at least twelve months prior to the previously specified time and shall take effect twelve months after the date on which it is

submitted. The subsequent Distribution Election Form must postpone the specified time for at least an additional five years. The Administrator may establish additional procedures, conditions, and limitations relating to the submission of a subsequent Distribution Election Form.

(c)

The Administrator may reject any Distribution Election Form which does not conform to the provisions of this Plan or modify any Distribution Election Form in order to comply at any time with any federal securities laws or regulations, provided that such modification will not result in an acceleration of payments of any Benefits under this Plan. The Administrator’s rejection or modification must be made on a uniform basis with respect to similarly situated Participants.

(d)

A Participant who has failed to submit a valid Distribution Election Form shall be deemed to have elected to receive a distribution of all Benefits from such Participant’s Accounts in a single lump sum to the Participant or, in the case of death, to the Participant’s Beneficiary as soon as is practicable after the Participant’s Separation from Service. Notwithstanding the foregoing, in the case of a Participant who is a Specified Employee, a distribution from the Participant’s Accounts shall not be made until the earlier of: (i) the date which is six months after the Participant’s Separation from Service, or (ii) the Participant’s death.

10. DISTRIBUTIONS .

(a)

All Benefits, less withholding for applicable income and employment taxes, shall be paid in cash by the Company or its designee.

(b)

A Participant’s Distribution Election Form shall specify the timing of distributions of Benefits from the Participant’s Accounts. Distributions from a Participant’s Accounts shall commence in the method specified in subsection (c) no earlier than one of the following specified events:

(i)

the Participant’s Separation from Service for any reason other than death (including severance, resignation or Retirement);

(ii)

a specified time or times (such as the Participant’s attainment of a certain age);

(iii)

the Participant’s death;

(iv)

the Participant’s Disability;

(v)

an Unforeseeable Emergency; or

(vi)

a Change in Control.

Notwithstanding any other provision in this Plan or the Participant’s Distribution Election Form to the contrary, distributions from a Participant’s Accounts shall be completed no later than February 28 ^th of the tenth calendar year following the Plan Year in which the Participant’s Retirement occurs. The Administrator may establish additional procedures, conditions, and limitations relating to the timing of distributions from a Participant’s Accounts.

(c)

A Participant’s Distribution Election Form shall also specify the method of distributions of Benefits from the Participant’s Accounts. The possible methods of distributions shall be limited to either a single lump sum payment or a series of annual installment payments for a period of between two and ten years. Installment payments shall be made in such amounts and at such times as specified in the Participant’s Distribution Election Form. During the installment payment period, the unpaid balance of a Participant’s Accounts, if any, shall continue to be maintained in the Participant’s Accounts. In the event of the Participant’s death after installment payments under this Section have already commenced, the installment payments shall continue to be made to the Participant’s Beneficiary or Beneficiaries in the manner provided by the Participant on the Participant’s Distribution Election Form.

(d)

If a Participant has elected to begin receiving annual installment payments at a specified time, the Participant’s Distribution Election Form shall provide that the installment payments shall commence on February 28 ^th of the Plan Year in which the specified time occurs, and shall continue to be paid on the February 28 ^th of each succeeding calendar year, but for no more than ten calendar years, until the balance in the Participant’s Accounts is exhausted. If a Participant has elected to receive annual installment payments upon Retirement, the Participant’s Distribution Election Form shall specify that the installment payments shall commence on February 28 ^th of the calendar year after the Plan Year in which the Retirement occurs, and shall continue to be paid on the February 28 ^th of each succeeding calendar year, bur for no more than ten calendar years, until the balance in the Participant’s Accounts is exhausted, subject to subsection (i).

(e)

If a Participant has elected to take a single lump sum distribution at a specified time, the Participant’s Distribution Election Form shall specify that the single lump sum shall be paid on February 28 ^th of the Plan year in which the specified time occurs. If a Participant has elected to take a single lump sum distribution upon Retirement, the Participant’s Distribution Election form shall specify that the single lump sum shall be paid as soon as is practicable after the Retirement, subject to subsection (i).

(f)

In the event that a Participant has a Separation from Service due to Retirement prior to the specified date or event in respect to which the Participant elected to receive or begin receiving distributions, the balance of the Participant’s Accounts shall be distributed upon the Retirement in the method as provided in the Participant’s Distribution Election Form, subject to subsection (i).

(g)

In the event that a Participant has a Separation from Service on account of death prior to the specified date or event in respect to which the Participant elected to receive or begin receiving distributions, the balance of the Participant’s Accounts shall be distributed in a single lump sum to the Participant’s Beneficiary or Beneficiaries on February 28 ^th of the calendar year following the Plan Year in which the Participant’s death occurs.

(h)

In the event that a Participant has a Separation from Service for any reason other than Retirement or death prior to the specified date or event in respect to which the Participant elected to receive or begin receiving distributions, the balance of the Participant’s Accounts shall be distributed in a single lump sum to the Participant as soon as is practicable after the Separation from Service, subject to subsection (i).

(i)

Notwithstanding any other provision of this Plan to the contrary, in the case of a Participant who is a Specified Employee and who is scheduled to receive or begin receiving distributions after a Separation from Service, including Retirement, distributions from such Participant’s Accounts, if any, shall not be made or commence to be made until the earlier of: (i) the date which is six months after the Participant’s Separation from Service; or (ii) the Participant’s death.

(j)

In the event of the Participant’s Disability, distributions under this Section shall be made to the Participant in the manner provided on the Participant’s Distribution Election Form. If the Participant has not made a distribution election with respect to a Disability, distributions shall be made to the Participant in equal annual installments over a period of ten years. If a disabled Participant returns to work before the balance in the Participant’s Accounts is completely distributed, distribution payments shall cease and the remaining balance in the Participant’s Accounts shall be maintained until the distribution date elected by the Participant on the Participant’s Distribution Election Form.

(k)

In the event of an Unforeseeable Emergency, distributions from the Participant’s Accounts may be made to the Participant in accordance with procedures established by the Administrator, provided that any such distributions shall be made only in the amounts needed to relieve the expenses associated with the Unforeseeable Emergency, including incidental expenses. The Administrator shall have sole discretion regarding the amount of such distributions, if any.

(l)

Notwithstanding any other provision of this Plan or a Participant’s Distribution Election Form to the contrary, the Committee in its sole discretion may postpone the distribution of all or part of a Benefit to the extent that the payment would not be deductible under Code section 162(m) or any successor thereto. A Benefit distribution that is postponed pursuant to the preceding sentence shall be paid as soon as it is possible to do so within the deduction limitations of Code section 162(m).

(m)

The Participant shall name a Beneficiary or Beneficiaries using the Beneficiary Designation Form. A Participant may use only one Beneficiary Designation Form to designate one or more Beneficiaries for all of the Participant’s Benefits under the Plan. Such designations are revocable.

11. COMPANY’S OBLIGATION . The Plan shall be unfunded. Dominion shall not be required to segregate any assets that at any time may represent a Benefit. Dominion shall establish a grantor trust (within the meaning of Code sections 671 through 679) for Participants and Beneficiaries and shall deposit the Participants’ Match Benefits with the trustee of such trust. Dominion may deposit funds with the trustee of such trust to provide the other Benefits aside from the Match Benefit to which Participants and Beneficiaries may be entitled under the Plan. The funds deposited with the trustee or trustees of such trust, and the earnings thereon, will be dedicated to the payment of Benefits under the Plan but shall remain subject to the claims of the general creditors of the Company. Any liability of Dominion to a Participant or Beneficiary under this Plan shall be based solely on any contractual obligations that may be created pursuant to this Plan. No such obligation of Dominion shall be deemed to be secured by any pledge of, or other encumbrance on, any property of Dominion.

12. CONTROL BY PARTICIPANT . A Participant shall have no control over the Participant’s Benefits except according to the Participant’s Deferral Election Form, Distribution Election Form, Investment Election Form, and Beneficiary Designation Form.

13. CLAIMS AGAINST PARTICIPANT’S BENEFIT . An Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void. A Benefit shall not be subject to attachment or legal process for a Participant’s debts or other obligations. Nothing contained in this Plan shall give any Participant any interest, lien, or claim against any specific asset of the Company. A Participant or the Participant’s Beneficiary shall have no rights other than as a general creditor of Dominion.

14. AMENDMENT OR TERMINATION . Except as otherwise provided, this Plan may be altered, amended, suspended, or terminated at any time by the Committee. The Committee may not alter, amend, suspend, or terminate this Plan without the consent of that Participant if such action would result in (i) a distribution of the Participant’s Benefits in any manner not provided in the Plan or (ii) immediate taxation of a Benefit to a Participant.

15. ADMINISTRATION .

(a)

Administrator, in its sole discretion, shall deem necessary to make any determination it may be required to make under the Plan. The Administrator may withhold payment of a Benefit under the Plan until it receives all such information and material and is reasonably satisfied of its correctness and genuineness. The Administrator may delegate all or any of its responsibilities and powers to any persons selected by it, including designated officers or employees of the Company.

(b)

If for any reason a Benefit payable under this Plan is not paid when due, the Participant or Beneficiary may file a written claim with Dominion’s Administrative Benefits Committee to review claims for Benefits under the Plan (the “ABC”). If the claim is denied or no response is received within forty-five (45) days after the date on which the claim was filed with the ABC (in which case the claim will be deemed to have been denied), the Participant or Beneficiary may appeal the denial to the Committee within sixty (60) days of receipt of written notification of the denial or the end of the forty-five day period, whichever occurs first. In pursuing an appeal, the Participant or Beneficiary may request that the Committee review the denial, may review pertinent documents, and may submit issues and documents in writing to the Committee. A decision on appeal will be made within sixty (60) days after the appeal is made, unless special circumstances require the Committee to extend the period for another sixty (60) days.

(c)

The Administrator shall interpret this Plan for all purposes in accordance with Code section 409A and the regulations thereunder. Notwithstanding any other provision in this Plan to the contrary, the Administrator shall not accelerate the payment of any Benefit under this Plan, except as specifically provided in Code section 409A and the regulations thereunder.

16. NOTICES . All notices or elections required under the Plan must be in writing. A notice or election shall be deemed delivered if it is delivered personally or sent registered or certified mail to the person at the person’s last known business address.

17. WAIVER . The waiver of a breach of any provision in this Plan does not operate as and may not be construed as a waiver of any later breach.

18. CONSTRUCTION . This Plan shall be adopted and maintained according to the laws of the Commonwealth of Virginia (except its choice-of-law rules and except to the extent that such laws are preempted by applicable federal law). Headings and captions are only for convenience; they do not have substantive meaning. If a provision of this Plan is not valid or enforceable, the validity or enforceability of any other provision shall not be affected. Use of one gender includes all, and the singular and plural include each other.

Exhibit 10.11

DOMINION RESOURCES, INC.

EXECUTIVE STOCK PURCHASE TOOL KIT

Effective September 1, 2001

Amended and Restated December 17, 2004

TABLE OF CONTENTS


		Page
1.	Purpose	1

2.	Eligibility	1

3.	Participation	1

4.	Bonuses under the Programs	2

5.	Bonus Deferral Program	2

6.	Restricted Stock Exchange Program	2

7.	Dominion Direct Program	3

8.	Effective Date of the Tool Kit	3

9.	Termination, Modification, Change	3

10.	Administration of the Tool Kit	3

11.	Notice	3

12.	Definitions	4

DOMINION RESOURCES, INC.

EXECUTIVE STOCK PURCHASE TOOL KIT

1. Purpose . The purpose of this Dominion Resources, Inc. Executive Stock Purchase Tool Kit (the “Tool Kit”) is to encourage and facilitate ownership of Dominion Resources, Inc. (the “Company”) common stock by the executives of the Company and certain of its subsidiaries. The Tool Kit is established in conjunction with the Dominion Resources, Inc. Incentive Compensation Plan and the Dominion Resources, Inc. New Deferred Compensation Plan. The Tool Kit includes a number of programs that the employee can use to build his or her ownership in Company Stock.

2. Eligibility . Any employee of the Company or a Subsidiary who is subject to, and has not yet met, the Stock Ownership Guideline Target under the company’s stock ownership guidelines for officers is eligible to participate in the Tool Kit.

An employee’s participation in the Tool Kit shall not obligate the Company or a Subsidiary to pay any particular salary or to continue the employment of a Participant. Additional qualifications may apply for each Program.

3. Participation .

(a) To become a Participant, an eligible employee must satisfy the requirements to participate in the Program (or Programs) of his or her choice. The agreements and other documents required under the Tool Kit shall be in such form and shall be submitted at such times and to such individuals as specified by the Administrator. No eligible employee is required to participate in the Tool Kit. The Participant shall complete, sign and submit all agreements and other documents as may be required by the Administrator relating to the desired Program.

(b) Generally, once a Participant has reached his or her Stock Ownership Guideline Target, the Participant must cease participation in any of the Programs. The exceptions are:

(i) the officer has a higher Stock Ownership Guideline Target due to a promotion;

(ii) the officer anticipates falling below his or her Stock Ownership Guideline Target due to the repayment of a loan acquired under a previous Took Kit program; or

(iii) the officer meets his or her Stock Ownership Guideline Target based on the multiple of salary calculation, but wishes to increase his or her ownership up to the set number of shares target in anticipation of future adjustments due to salary changes, market conditions, etc.

4. Bonuses under the Programs . Each of the Programs provides for a bonus to be awarded to the Participant, subject to certain limitations.

5. Bonus Deferral Program . Participants may acquire Company Stock through the Bonus Deferral Program as described in this Section 5.

(a) Under the procedures of the New Deferred Compensation Plan, a Participant may elect to defer all or a portion of an annual cash incentive plan award into the New Deferred Compensation Plan. As a part of the deferral election, the Participant shall designate the deferral as being subject to the Bonus Deferral Program. The deferral election shall include a provision that the deferred amount shall be invested in the Company Stock investment option under the New Deferred Compensation Plan. The Company Stock investment option will be subject to the terms of the New Deferred Compensation Plan and may include a deemed Company Stock investment.

(b) When the designated cash incentive plan award is contributed to the New Deferred Compensation Plan, the Company or a Subsidiary shall also contribute on behalf of the Participant to the New Deferred Compensation Plan an additional amount equal to 5% of the deferred incentive plan award (10% for officers that did not participate in the prior stock purchase and loan program). The additional contribution shall be invested in the Company Stock investment option.

(c) On behalf of the Participant, the Company or a Subsidiary shall pay the Medicare taxes imposed on the Participant due to the additional contribution under Section 5(b). The Company or a Subsidiary shall also pay the Applicable Taxes payable by the Participant with respect to this payment of Medicare taxes on behalf of the Participant.

6. Restricted Stock Exchange Program . Participants may acquire Company Stock through the Restricted Stock Exchange Program as described in this Section 6.

(a) A Participant may elect to not receive all or a portion of an annual cash incentive plan award and instead receive Restricted Stock under the Incentive Compensation Plan in place of the designated cash award. The Administrator shall determine which incentive plan awards may be designated under the Restricted Stock Exchange Program.

On the date the designated incentive award would otherwise be received, the Company shall issue Restricted Stock to the Participant under the Incentive Compensation Plan in an amount equal to 110% of the designated incentive award (125% for officers that did not participate in the prior stock purchase and loan program). The Restricted Stock will be valued based on the Fair Market Value of Company Stock as determined under the Incentive Compensation Plan.

(b) The restrictions on the Restricted Stock will lapse and the Restricted Stock will vest on the third anniversary of the date of grant of the Restricted Stock. The restrictions shall also lapse on the earlier of the Participant’s death, disability or upon a change of control.

7. Dominion Direct Program . Participants may acquire Company Stock through the Dominion Direct Program as described in this Section 7.

(a) Under the procedures of Dominion Direct ^R , a Participant may elect to make periodic, monthly or quarterly purchases of Company Stock. The Participant shall complete any forms required to participate in Dominion Direct and any additional forms provided for purposes of participation in the Dominion Direct Program.

(b) When Company Stock is purchased under Dominion Direct, the Company or a Subsidiary shall pay the Participant a cash bonus equal to 5% of the total amount invested in Dominion Direct under this Program.

(c) On behalf of the Participant, the Company or a Subsidiary shall pay the Applicable Taxes imposed on the Participant due to the bonus payment under Section 7(b). The Company or a Subsidiary shall also pay the Applicable Taxes payable by the Participant with respect to the payment of these Applicable Taxes.

8. Effective Date of the Tool Kit . This Amended and Restated Tool Kit shall be effective on December 17, 2004.

9. Termination, Modification, Change . If not sooner terminated or extended by the Committee or the Board, this Tool Kit shall terminate at the close of business on August 31, 2011. The Committee or the Board may terminate the Tool Kit or may amend the Tool Kit in such respects as it shall deem advisable. A termination or amendment of the Tool Kit shall not, without the consent of the Participant, adversely affect the Participant’s rights under existing participation in a Program.

10. Administration of the Tool Kit . The Administrator shall administer the Tool Kit subject to the oversight of the Committee. The Administrator shall have the authority to interpret the Tool Kit and its interpretations shall be binding on all parties. The Committee may establish and revise from time to time rules and regulations for the Tool Kit. The Committee may delegate any of its duties and responsibilities under the Tool Kit to the Administrator. The laws of the Commonwealth of Virginia shall govern the terms of this Tool Kit.

11. Notice . All notices and other communications required or permitted to be given under this Tool Kit 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 Chief Financial Officer; (b) if to any Participant - at the last address of the Participant known to the sender at the time the notice or other communication is sent.

12. Definitions . As used in the Tool Kit, the following terms shall have the meanings indicated:

(a) “Administrator” means the individual or committee authorized by the Committee to administer the Tool Kit. Unless the Committee determines otherwise, the Administrator shall be the Director-Executive Compensation.

(b) “Applicable Taxes” means the projected assumed federal, state and local income taxes and Medicare taxes payable by a Participant due to the receipt of compensation income under a Program.

(d) “Committee” means the Organization, Compensation and Nominating Committee of the Board.

(e) “Company” means Dominion Resources, Inc.

(f) “Company Stock” means common stock of the Company. In the event of a change in capital structure of the Company, the shares resulting from such a change shall be deemed to be Company Stock within the meaning of the Tool Kit.

(g) “Stock Ownership Guideline Target” means the target amount of Company Stock that a Participant is encouraged to own for purposes of the Company’s stock ownership guidelines in place at any given time.

(h) “Incentive Compensation Plan” means the Dominion Resources, Inc. Incentive Compensation Plan or any successor plan.

(i) “New Deferred Compensation Plan” means the Dominion Resources, Inc. New Deferred Compensation Plan.

(j) “Participant” means any eligible employee who acquires Company Stock under the Tool Kit.

(k) “Program” means one of the following programs:

(i) “Bonus Deferral Program” described in Section 5;

(ii) “Restricted Stock Exchange Program” described in Section 6; and

(iii) “Dominion Direct Program” described in Section 7.

(l) “Restricted Stock” means the shares of Company Stock issued under Section 7 of the Incentive Compensation Plan.

(m) “Subsidiary” means another corporation in which the Company owns stock possessing at least 50 percent of the combined voting power of all classes of stock or which is in a chain of corporations with the Company in which stock possessing at least 50% of the combined voting power of all classes of stock is owned by one or more other corporations in the chain.

Exhibit 10.12

SAMPLE

Dominion Resources Stock Purchase Tool Kit

Restricted Stock Exchange Program

Restricted Stock Award Agreement

THIS AGREEMENT, dated between DOMINION RESOURCES, INC., a Virginia Corporation (the “Company”) and (“Participant”), is made pursuant and subject to the provisions of the Dominion Resources, Inc. Incentive Compensation Plan (the “Plan”). All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

Award of Stock. Pursuant to the Plan, X,XXX shares of Company Stock (the “Restricted Stock”) were awarded the Participant on , subject to the terms and conditions of the Plan, and subject further to the terms and conditions set forth herein and attached hereto.

Terms and Conditions.

Employment. Except as provided in paragraph 3, the Participant’s right in the Restricted Stock shall be forfeited if his employment with the Company or a Dominion Company terminates prior to .

Nontransferability . Except as provided in paragraph 3, no rights in the shares of Restricted Stock are transferable until

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.

Custody of Certificates . The Company shall retain custody of the stock certificates evidencing shares of Restricted Stock.

Death, Disability or Change of Control. If the Participant dies, becomes Disabled while in the employ of the Company or a Dominion Company, or upon a Change in Control, his rights in the shares of Restricted Stock awarded pursuant to this Agreement shall become nonforfeitable and transferable as of the date of his death, Disability or upon a Change of Control.

Disability. For purposes of this Agreement, the term Disabled or Disability means a condition, determined on the basis of medical evidence satisfactory to the Committee that renders the Participant,

due to bodily injury or disease, unable to perform each and every material duty pertaining to his employment with the Company or a Dominion Company.

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

Delivery of Shares.

Share Delivery. As soon as practicable after the requirements of paragraph 2 or 3 are satisfied, the Company will deliver X,XXX shares of Company Stock and the Participant’s stock power to the Participant.

Withholding of Taxes. No Company Stock will be delivered until the Participant (or his successor) has paid to the Company the amount that must be withheld under federal, state and local income and employment taxes (the “Applicable Withholding Taxes”) or the Participant and the Company have made satisfactory provisions for the payment of such taxes. As an alternative to making a cash payment to satisfy the Applicable Withholding Taxes, the Participant or his successor may elect to (i) deliver Mature Shares (valued at their Fair Market Value) or (ii) 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.

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

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.

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.

10.

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

11.

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.

12.

Participant Bound by Plan. Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.

13.

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, and Participant has affixed his signature hereto.


Dominion Resources, Inc.

By:
		{Authorized Officer}

Agreed and Accepted:

Executive

Exhibit 10.13

DOMINION RESOURCES, INC.

SECURITY OPTION PLAN

Effective January 1, 2003

And

Restated Effective January 1, 2005

TABLE OF CONTENTS


		Page

ARTICLE I ESTABLISHMENT AND PURPOSE		1

ARTICLE II REFERENCES, CONSTRUCTION AND DEFINITIONS		1

2.1	Administrative Committee	1

2.2	Administrator	1

2.3	Affiliate	1

2.4	Aggregate Fund Value	1

2.5	Allocation	1

2.6	Allocation Election	1

2.7	Beneficiary	1

2.8	Board	1

2.9	Business Day	2

2.10	Cause	2

2.11	Change of Control	2

2.12	Code	2

2.13	Company	2

2.14	Compensation	2

2.15	Deferred Compensation Plan	2

2.16	Disability	2

2.17	Disability Termination	3

2.18	Distribution Amount	3

2.19	Distribution Election Form	3

2.20	Effective Date	3

2.21	Election Cutoff Time	3

2.22	Election Date	3

2.23	Election Form	3

2.24	Employee	3

2.25	Exercise	3

2.26	Exercise Election	3

2.27	Expiration	4

2.28	Expiration Date	4

2.29	Forfeiture	4

2.30	Fund	4



2.31	Fund Menu	4

2.32	Fund Option	4

2.33	Fund Option Election	4

2.34	Fund Optionholder	4

2.35	Fund Return	4

2.36	Fund Value	4

2.37	Grant	4

2.38	Grant Date	4

2.39	Indexed Strike Price	4

2.40	Indexed Strike Price Adjustment Factor	5

2.41	Issuer	5

2.42	Minimum Strike Price	5

2.43	Participant	5

2.44	Participating Company	5

2.45	Person	5

2.46	Plan	5

2.47	Plan Year	5

2.48	Pre-Termination Death	5

2.49	Reallocation Election	5

2.50	Retirement	5

2.51	Savings Plan	5

2.52	Share	5

2.53	Share Value	6

2.54	Special Option	6

2.55	Spread	6

2.56	Strike Price	6

2.57	Supplemental Retirement Plan	6

2.58	Surviving Spouse	6

2.59	Termination of Employment	6

2.60	Trust	6

2.61	Unvested Shares	6

2.62	Vested	6

ARTICLE III ELIGIBILITY AND ELECTIONS		6

3.1	Eligibility	6

3.2	Fund Option Election	7



3.3	Match	7

3.4	Distribution Election.	8

ARTICLE IV FUND OPTION GRANTS AND VESTING		8

4.1	Fund Options	8

4.2	Fund Option Issuance	9

4.3	Vesting	9

ARTICLE V ALLOCATIONS		9

5.1	The Allocation Election	9

5.2	The Reallocation Election	9

5.3	Procedures	9

ARTICLE VI EXERCISES		10

6.1	Exercise	10

6.2	Expiration Date	10

6.3	Procedures and Timing	10

6.4	Payments to Beneficiary	11

ARTICLE VII FORFEITURES AND EXPIRATIONS		11

7.1	Forfeitures	11

7.2	Expirations	12

ARTICLE VIII FUND OPTION VALUATION		12

8.1	Funds	12

8.2	Indexed Strike Price	13

8.3	Minimum Strike Price	13

ARTICLE IX COMPANY’S OBLIGATIONS		14

9.1	Unfunded Plan	14

9.2	Change of Control	14

ARTICLE X ADMINISTRATION OF THE PLAN		14

10.1	Powers and Duties of the Administrative Committee	14

10.2	Agents	15

10.3	Claims for Benefits	15

10.4	Hold Harmless	15

10.5	Service of Process	15

10.6	Form of Administration	15

ARTICLE XI DESIGNATION OF BENEFICIARIES		16

11.1	Beneficiary Designation	16

iii



11.2	Failure to Designate Beneficiary	16

ARTICLE XII AMENDMENT OR TERMINATION OF THE PLAN		16

12.1	Right to Amend or Terminate Plan	16

12.2	Notice	17

ARTICLE XIII GENERAL PROVISIONS AND LIMITATIONS		17

13.1	No Right to Continued Employment	17

13.2	Payment on Behalf of Payee	17

13.3	Nonalienation.	17

13.4	Missing Payee	18

13.5	Required Information	18

13.6	No Trust or Funding Created	18

13.7	Binding Effect	19

13.8	Merger or Consolidation	19

13.9	Entire Plan	19

ARTICLE I

ESTABLISHMENT AND PURPOSE

Dominion Resources, Inc. (the “Company”) hereby establishes, for the benefit of certain employees as described herein, the Dominion Resources, Inc. Security Option Plan (the “Plan”). The Plan is amended and restated effective as of January 1, 2005.

ARTICLE II

REFERENCES, CONSTRUCTION AND DEFINITIONS

The Plan and all rights thereunder shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia. All references to time are Charlotte, North Carolina time. The following definitions will apply unless another definition is specifically provided in a grant agreement.

2.1 Administrative Committee means the Administrative Benefits Committee of Dominion Resources Services, Inc.

2.2 Administrator means Opt Capital or any successor entity designated by the Administrative Committee.

2.3 Affiliate means any corporation that is in a controlled group of corporations with the Company within the meaning of Section 414(b) of the Code.

2.4 Aggregate Fund Value means, with respect to a Fund Option as of any date, the aggregate of the Fund Values for such Fund Option.

2.5 Allocation means with respect to a Fund Option as of any date, the percentage allocation of the Fund Option’s Aggregate Fund Value among the types of Funds on the Fund Menu.

2.6 Allocation Election means the Fund Optionholder’s written election made in accordance with Article 5 specifying the Grant Date Allocation of Fund Options granted on or after the date such election takes effect. The election shall be in substantially the form the Administrative Committee prescribes.

2.7 Beneficiary means the Person designated by a Participant pursuant to Article 11 to become the Fund Optionholder of specified Fund Options owned by the Participant upon the death of such Participant. If, however, there has been no such designation or an invalid designation, Beneficiary means the Person who becomes the Fund Optionholder pursuant to Section 11.2.

2.8 Board means the board of directors of the Company.

2.9 Business Day means any day on which the New York Stock Exchange is open for business.

2.10 Cause means (i) fraud or material misappropriation with respect to the business or assets of the Company, (ii) persistent refusal or willful failure of the Participant to perform substantially his duties and responsibilities to the Company, which continues after the Participant receives notice of such refusal or failure, (iii) conviction of a felony or crime involving moral turpitude, or (iv) the use of drugs or alcohol that interferes materially with the Participant’s performance of his duties.

2.11 Change of Control means the occurrence of any of the following events:

(a) Any person, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes the owner or beneficial owner of Company securities having 20% or more of the combined voting power of the then outstanding Company securities that may be cast for the election of the Board (other than as a result of an issuance of securities initiated by the Company, or open market purchases approved by the Board, as long as the majority of the Board approving the purchases is also the majority at the time the purchases are made);

(b) As the direct or indirect result of, or in connection with, a cash tender or exchange offer, a merger or other business combination, a sale of assets, a contested election, or any combination of these transactions, the persons who were directors of the

Company before such transactions cease to constitute a majority of the Board, or any successor’s board, within two years of the last of such transactions; or

(c) With respect to a particular Participant, an event occurs with respect to the Participant’s employer such that, after the event, the Participant’s employer is no longer an Affiliate of the Company.

2.12 Code means the Internal Revenue Code of 1986, as amended.

2.13 Company means Dominion Resources, Inc., and any successor business by merger, purchase, or otherwise that maintains the Plan.

2.14 Compensation means a Participant’s base salary, cash incentive pay and other cash compensation from the Company, including bonuses and pre-scheduled one-time performance-based payments. The Administrative Committee may determine whether to include or exclude an item of income from Compensation.

2.15 Deferred Compensation Plan means the Dominion Resources, Inc. Executives’ Deferred Compensation Plan, as in effect as of December 31, 2004.

2.16 Disability means the Participant has a condition that renders the Participant eligible for benefits under the Company’s long-term disability plan or program applicable to the Participant.

2.17 Disability Termination means a Participant’s Termination of Employment on account of Disability.

2.18 Distribution Amount means an amount equal to the Participant’s benefits in the Deferred Compensation Plan and/or the Supplemental Retirement Plan that the Participant has elected to receive in the form of Fund Options by properly completing a Distribution Election Form.

2.19 Distribution Election Form means the form that a Participant uses to elect to receive payment in the form of Fund Options with respect to amounts (i) payable in the form of a lump sum payment from a Supplemental Retirement Plan or (ii) held for the benefit of the Participant in the Deferred Compensation Plan.

2.20 Effective Date is January 1, 2003.

2.21 Election Cutoff Time is 4 p.m. for elections made electronically to the Administrator, and 10:00 a.m. for elections communicated to the Administrator in person or via telephone, facsimile, email, or mail.

2.22 Election Date means the date by which an Employee must submit a valid Election Form. For each Plan Year, the Election Date shall be December 31 for conversions of base salary, annual cash incentive award, long-term cash incentive payments and pre-scheduled one-time cash payments, unless the Administrative Committee sets an earlier Election Date. For a Distribution election under Section 3.4(a), the Election Date shall be December 31, 2002 (unless the Administrative Committee sets an earlier Election Date) and such additional dates as established by Administrative Committee. The Election Date under Section 3.4(a) shall be not later than either (i) at least six (6) months prior to the commencement of the receipt of benefits under the Deferred Compensation Plan or (ii) at least one (1) month prior to the commencement of the receipt of benefits under the Deferred Compensation Plan if the election is approved by the Administrative Committee in its absolute discretion. For a Distribution election under Section 3.4(b), the Election Date shall be either (i) at least six (6) months prior to the commencement of the receipt of benefits under the Supplemental Retirement Plan or (ii) at least one (1) month prior to the commencement of the receipt of benefits under the Supplemental Retirement Plan if the election is approved by the Administrative Committee in its absolute discretion.

2.23 Election Form means the Form that a Participant uses to elect to receive Compensation in the form of Fund Options pursuant to Article 3.

2.24 Employee means an individual who is employed by a Participating Company on a full-time salaried basis and whose terms and conditions of employment are not covered by a collective bargaining agreement.

2.25 Exercise means, with respect to a Fund Option, the Fund Optionholder’s exercise of the right to purchase all or part of the Fund Option’s Funds that are Vested.

2.26 Exercise Election means the Fund Optionholder’s written Exercise election made in accordance with Article 5, and which is in substantially the form the Administrative Committee prescribes.

2.27 Expiration means the occurrence of the Fund Option’s Expiration Date without an Exercise.

2.28 Expiration Date means the date of Expiration of a Fund Option as provided in Section 6.2.

2.29 Forfeiture means, with respect to a Participant who incurs a Termination of Employment, the amount of the Participant’s Unvested Shares that are forfeited by the Participant.

2.30 Fund means an open-end investment company that is registered as such under the Investment Company Act of 1940.

2.31 Fund Menu means the menu of Funds, as approved from time to time by the Committee, that can serve as Funds for Fund Options. At its sole discretion, the Committee may change the number and type of Funds at any time and may establish procedures for the transition between Funds.

2.32 Fund Option means each discrete bundle of rights the Participating Company grants to a Participant under this Plan to purchase a specified Fund, when Vested, at a specified Strike Price, subject to any conditions set forth in this Plan or in a Fund Option Agreement that applies to the Fund Option.

2.33 Fund Option Election means an election by a Participant to receive Compensation in the form of Fund Options pursuant to Article 3 by completing an Election Form.

2.34 Fund Optionholder means, with respect to a Fund Option, the Person who is the beneficial owner of the Fund Option and the Fund Option’s entitlements, including any rights the Fund Option gives the Fund Optionholder to Exercise the Fund Option, to allocate or reallocate the Funds of the Fund Options, or to assign the Fund Option.

2.35 Fund Return means, with respect to a Fund Option, the rate of growth or decline of the Fund Option’s Aggregate Fund Value.

2.36 Fund Value means, with respect to one type of Fund of a Fund Option as of any date, the aggregate of the Share Values of such Fund.

2.37 Grant means the Participating Company’s issuance or grant of a Fund Option to a Participant.

2.38 Grant Date means the date the Fund Option is granted to a Participant under Section 4.2.

2.39 Indexed Strike Price means, as of the Grant Date, 90% of the Grant Date Aggregate Fund Value. Each Business Day after the Grant Date, the Indexed Strike Price is adjusted by the Indexed Strike Price Adjustment Factor.

2.40 Indexed Strike Price Adjustment Factor means, with respect to a Fund Option, the Fund Return.

2.41 Issuer means, with respect to a Fund, the Person that issues the Fund.

2.42 Minimum Strike Price means, with respect to a Fund Option, 25% of the Grant Date Aggregate Fund Value.

2.43 Participant means, as of any date, any Employee who has received one or more Fund Options from the Participating Company and any part of such Fund Options has not expired.

2.44 Participating Company means the Company and all Affiliates, unless the Administrative Committee determines that the Affiliate should not participate in the Plan. All Affiliates are deemed to have adopted the Plan. By its participation in the Plan, a Participating Company shall be deemed to appoint the Company its exclusive agent to exercise on its behalf all of the power and authority conferred by the Plan upon the Company and accept the delegation to the Administrative Committee of all the power and authority conferred upon it by the Plan. The authority of the Company to act as such agent shall continue until the Plan is terminated as to the Participating Company. The term “Participating Company” shall be construed as if the Plan were solely the Plan of such Participating Company, unless the context plainly requires otherwise.

2.45 Person means a natural person or any duly organized and validly existing entity such as a corporation, partnership, limited liability company, association or trust.

2.46 Plan means the Dominion Resources, Inc. Security Option Plan.

2.47 Plan Year means the calendar year.

2.48 Pre-Termination Death means the death of a Participant before a Termination of Employment, Retirement or Disability.

2.49 Reallocation Election means with respect to a Fund Option, the Fund Optionholder’s written election, made in accordance with Article 5 specifying an Allocation for such Fund Option. The election shall be in substantially the form the Administrative Committee prescribes.

2.50 Retirement means Termination of Employment with receipt of early or normal retirement benefits under the Dominion Resources Retirement Plan or any other tax-qualified defined benefit retirement plan of the Company or an Affiliate in which the Participant participates.

2.51 Savings Plan means the Dominion Salaried Savings Plan.

2.52 Share means an equal undivided interest in the Fund, as established by the Issuer.

2.53 Share Value means with respect to a Share as of any date the fair market value of the Share as of the close of business on such date, or, if such date is not a Business Day, the close of business on the Business Day immediately preceding.

2.54 Special Option means a Fund Option granted to a Participant at the discretion of the Company for any reason, including a Fund Option granted as a special performance award, as an inducement to initial or continued employment, or in lieu of a cash bonus or other compensation.

2.55 Spread means, with respect to a Fund Option as of any date, the excess, if any, of the Fund Option’s Aggregate Fund Value as of such date over the Fund Option’s Strike Price as of such date.

2.56 Strike Price means with respect to a Fund Option as of any date the greater of the Fund Option’s Indexed Strike Price as of such date and the Fund Option’s Minimum Strike Price as of such date.

2.57 Supplemental Retirement Plan means the Dominion Resources, Inc. Retirement Benefit Restoration Plan and/or the Dominion Resources, Inc. Executive Supplemental Retirement Plan, and any similar plan that is maintained by a Participating Company, as in effect as of December 31, 2004.

2.58 Surviving Spouse means the survivor of a deceased Fund Optionholder to whom such deceased Fund Optionholder was legally married (as determined by the Administrative Committee) immediately before the Fund Optionholder’s death.

2.59 Termination of Employment means a termination of employment with the Participating Company or an Affiliate as determined by regular practices and policies of the Participating Company or Affiliate, unless otherwise provided by the Administrative Committee; provided, however, that the transfer of an Employee from employment by one Participating Company or an Affiliate to employment by another Participating Company or Affiliate shall not constitute a Termination of Employment.

2.60 Trust means the Dominion Resources, Inc. Executive Security Trust.

2.61 Unvested Shares means with respect to a Fund Option as of a given date the Shares of Funds that are not Vested.

2.62 Vested means a Fund Option that is nonforfeitable and that can be exercised at any time by the Fund Optionholder.

ARTICLE III

ELIGIBILITY AND ELECTIONS

3.1 Eligibility . Any Employee with a base salary in excess of $100,000 as of September 1 prior to each Election Date or any Employee designated by the Administrative Committee shall be eligible to become a Participant in the Plan. Any Employee who receives the grant of a Special Option shall be a Participant in the Plan.

3.2 Fund Option Election . An Employee may elect on or before the Election Date to receive a portion of the Employee’s Compensation for the following Plan Year in the form of Fund Options. Except as provided in Section 3.2(b), an Employee may make an election for any Plan Year only if he or she is an Employee on the Election Date for that Plan Year. The following provisions apply to Fund Option Elections:

(a) A Participant may elect with respect to up to 50% of the Participant’s base salary and up to 100% of the Participant’s annual cash incentive award, long-term cash incentive payments and pre-scheduled one-time cash payments. The amounts of Fund Options may be reduced in accordance with rules established by the Administrative Committee for the coordination of this Plan with other compensation-related plans or programs operated by the Company.

(b) Before each Plan Year’s Election Date, each eligible Employee shall be provided with an Election Form. Except as provided below, a Fund Option Election shall be valid only when the Election Form is completed, signed by the electing Employee, and received by the Administrative Committee on or before the Election Date for that Plan Year. If an Employee becomes eligible to Participate in the Plan during a Plan Year due to designation by the Committee under Section 3.1, the Employee may make a Fund Option Election by completing an Election Form within 30 days of becoming eligible to participate in the Plan. The Fund Option Election will be effective for periods after the Administrative Committee receives it. An Employee may not revoke an Election Form after the Plan Year begins, except that an Employee may revoke an Election Form within 30 days following a Change of Control.

(c) The Administrative Committee may reject any Election Form that does not conform to the provisions of the Plan. If the Administrative Committee rejects an Election Form, the Employee shall be paid the amounts the Employee would have been entitled to receive if the Employee had not submitted the Election Form.

(d) Except as provided in Section 3.2(b), an Employee who has not submitted a valid Election Form to the Administrative Committee on or before the relevant Election Date may not elect to receive any part of the Employee’s Compensation for the Plan Year in the form of Fund Options.

3.3 Match . With respect to each Plan Year, the Participating Company has the discretion to issue to each eligible Participant a Fund Option with a Grant Date Spread equal to the Match (as defined below).

(a) To be eligible for this Grant, a Participant must meet all of the following criteria:

(i) be employed on December 31 or have a Termination of Employment during the Plan Year due to Retirement, death or Disability;

(ii) have made salary deferrals to the Dominion Savings Plan for the Plan Year;

(iii) have base salary for the Plan Year in excess of the dollar limit for the Plan Year under Code section 401(a)(17); and

(iv) the amount of the Match must exceed $500.

(b) The amount of the Match will be determined under the following formula: Excess Compensation times Deferral Percentage times Match Percentage. The terms in the formula have the following meanings.

(i) Excess Compensation is the amount of the Participant’s base salary for the Plan Year in excess of the dollar limit for the Plan Year under Code section 401(a)(17).

(ii) Deferral Percentage is the total of the Participant’s salary deferrals to the Dominion Savings Plan for the Plan Year divided by the lesser of (i) the dollar limit for the Plan Year under Code section 401(a)(17), or (ii) the Participant’s base salary for the Plan Year reduced by deferrals under this Plan and the Dominion Savings Plan. The Deferral Percentage may not exceed the maximum percentage of compensation on which the Participant would be eligible to receive a match by making a deferral under the Dominion Savings Plan for the Plan Year.

(iii) Match Percentage is the percentage of company match made with respect to the Participant’s salary deferral to the Dominion Savings Plan.

3.4 Distribution Election.

(a) A Participant who is also a Participant in the Deferred Compensation Plan may elect to receive in the form of Fund Options any amount credited to the Participant’s accounts in the Deferred Compensation Plan to this Plan by executing a Distribution Election Form by the Election Date. This election shall apply only to the amount credited as of December 31, 2004 and subsequent earnings and losses on that amount.

(b) A Participant in a Supplemental Retirement Plan who elects to receive a lump sum payment of benefits under the Supplemental Retirement Plan that was earned and accrued as of December 31, 2004 may also elect to receive the calculated Distribution Amount in the form of Fund Options by executing a Distribution Election Form by the Election Date.

ARTICLE IV

FUND OPTION GRANTS AND VESTING

4.1 Fund Options . Fund Options are granted to eligible Participants under the Plan and provide such Participants with the opportunity to purchase units of the Funds shown on the current Fund Menu. A Fund Option shall be granted with a Grant Date Spread equal to (i) the

amount of the Participant’s Compensation that the Participant has elected to receive as Fund Options under an Election Form; (ii) the amount of the Match; (iii) the Distribution Amount, or (iv) the amount determined by the Company for a Special Option. The specific terms of the Fund Options are referred to in this Plan and may be subject to such additional terms that are set forth in the Fund Option Agreement.

4.2 Fund Option Issuance . Fund Options will be granted to eligible Participants on the following Grant Dates: (i) with respect to a Fund Option Election, the date that the payment of Compensation would have been made to the Participant; (ii) with respect to the Match, the date determined by the Administrative Committee; (iii) with respect to the Distribution Amount, the date designated on the Distribution Election Form; or (iv) with respect to a Special Option, the date designated by the Company; provided such days are Business Days, otherwise the Grant shall be made on the first Business Day thereafter.

4.3 Vesting . All Fund Options shall be fully Vested, unless otherwise provided in a Participant’s Fund Option agreement. If vesting dates are set forth in a Participant’s Fund Option agreement, an Employee must be employed by a Participating Company on such dates to vest in a Fund Option. In addition, all Fund Options are fully Vested on the Employee’s Retirement, Pre-Termination Death, or Change of Control. All Fund Options with respect to all Unvested Shares shall terminate on the Employee’s Termination of Employment, unless otherwise provided by the Administrative Committee.

ARTICLE V

ALLOCATIONS

5.1 The Allocation Election . At any time before a Fund Option is granted, the Fund Optionholder may specify the Fund Option’s Grant Date Allocation. Such specification shall be made by the Fund Optionholder’s filing of an Allocation Election with the Administrator. The election shall specify a Grant Date Allocation for all Fund Options. The election establishes the Grant Date Allocation of Fund Options granted on or after the effective date of the election. The election shall remain in effect until the effective date of a new Allocation Election.

5.2 The Reallocation Election . At any time, a Fund Optionholder may specify the Allocation for a Fund Option. Such specification shall be made by the Fund Optionholder’s filing of a Reallocation Election with the Administrator. The election shall specify an Allocation for all Fund Options. The election establishes the Allocation as of the effective date of the election.

5.3 Procedures . All Allocation specifications shall be in whole percentage increments. If the Administrator receives an Allocation Election or a Reallocation Election on a day that is not a Business Day, the effective date of the election shall be the immediately following Business Day. If the Administrator receives an election before the Election Cutoff Time on a Business Day, the effective date shall be such Business Day. If the Administrator receives an election after the Election Cutoff Time on a Business Day, the effective date shall be the immediately following Business Day.

ARTICLE VI

EXERCISES

6.1 Exercise . On any Business Day prior to the Fund Option’s Expiration Date, the Fund Optionholder can Exercise any Vested Fund Option.

6.2 Expiration Date . To the extent Vested, a Participant may Exercise a Fund Option as long as the Participant remains an Employee of the Company or an Affiliate. Except as otherwise provided in a Fund Option, the Expiration Date of all Vested Fund Options shall be the first occurrence of any of the following events:

(a) In the event of Retirement or Disability Termination: the last day of the 120 ^th consecutive month following such Retirement or Disability Termination.

(b) In the event of Pre-Termination Death: the last day of the 24th consecutive month following such Pre-Termination Death unless the Employee is eligible for Retirement at the time of death, in which case, the last day of the 120 ^th consecutive month following such death.

(c) In the event of Termination of Employment without Cause other than a Disability Termination (except as provided in 6.2(e)): the last day of the 12th month following such Termination of Employment.

(d) In the event of Termination of Employment with Cause by the Company or an Affiliate (except as provided in 6.2(e)): the last day of the 90th consecutive day period following such Termination of Employment.

(e) In the event of a Termination of Employment of the Participant by the Company or an Affiliate within 36 months after a Change of Control: the last day of the 120 ^th consecutive month following such Termination of Employment.

6.3 Procedures and Timing .

(a) To Exercise a Fund Option in whole or in part, the Fund Optionholder must file with the Administrator an Exercise Election, properly completed and duly executed by the Fund Optionholder, specifying the amount of Spread desired, together with payment of the Strike Price related to the desired Spread. Notwithstanding the foregoing, the Administrative Committee may, in the exercise of its discretion, allow a deemed payment of the Strike Price, and require that an Exercise Election be filed and direct that the amount of Spread be paid pursuant to such election.

(b) If the Administrator receives an Exercise Election on a day that is not a Business Day, the Exercise date shall be the immediately following Business Day. If the Administrator receives an Exercise Election before the Election Cutoff Time, the Exercise date shall be such Business Day. If the Administrator receives an Exercise Election after the Election Cutoff Time on a Business Day, the Exercise date shall be the immediately following Business Day.

(d) The Participating Company shall make settlement with respect to an Exercise as soon as administratively practicable after the Exercise date. The Fund Optionholder is not entitled to interest for the time that elapses between the Exercise date and the settlement date. The Participating Company is not liable for any change in Fund Values for the time that elapses between the Exercise date and the settlement date. To make settlement, the Participating Company shall deliver to the Fund Optionholder the Shares of the Funds that are subject to the Exercise. If the Administrative Committee allows a deemed payment of the Strike Price, the Participating Company may settle its obligations with respect to the Exercise by delivering Shares of the Funds with an Aggregate Fund Value as of the Exercise date equal to the Spread being exercised, less applicable withholding. At its sole discretion, the Participating Company may make settlement by delivery to the Fund Optionholder of cash equal to the Share Value of the Shares of the Fund that otherwise would have been delivered.

(e) A partial Exercise of a Fund Option shall not affect the Fund Optionholder’s Exercise rights with respect to the remainder of the Fund Option. On a partial Exercise of a Fund Option that is less than 100% Vested, the Vested portion of the Fund Option shall be adjusted to reflect the Exercise.

(f) In no event shall an Exercise be permitted if the Spread to be exercised is less than $5,000 unless all of the Spread on all Vested Fund Options is being exercised.

(g) Whenever payment is made pursuant to the Exercise of a Fund Option, all tax withholding shall be made by means of tax withholding from the Fund Shares covered by the Exercise.

6.4 Payments to Beneficiary . If a Fund Optionholder entitled to a benefit under this Article 6 dies before payment of the benefit is made, then payment of the benefit shall be made to such Fund Optionholder’s Beneficiary.

ARTICLE VII

FORFEITURES AND EXPIRATIONS

7.1 Forfeitures . Upon the occurrence of a Forfeiture, the Fund Option or portion of the Fund Option subject to the Forfeiture shall be canceled, and the Fund Optionholder of the Fund Option shall have no rights with respect to the canceled Fund Option, or the portion of the Fund Option canceled, as the case may be. If less than all of a Fund Option is canceled, then the Forfeiture shall be allocated among the Fund Option’s Funds in the same proportion as the Fund Option’s Fund Allocation as of the Business Day immediately preceding the date of Forfeiture.

7.2 Expirations . In the event of an Expiration of a Fund Option, the Fund Option shall be canceled and the Fund Optionholder shall have no right with respect to the canceled Fund Option.

ARTICLE VIII

FUND OPTION VALUATION

8.1 Funds . Each Business Day, the Administrator shall calculate and record, or cause to be calculated and recorded, the following with respect to each Fund Option: (i) the Share Value with respect to each Fund, (ii) the number of Unvested Shares with respect to each Fund, and (iii) the number of Vested Shares with respect to each Fund. The Shares of a Fund shall be allocated among the Unvested Shares and Vested Shares in the same proportion that the Aggregate Fund Value for Unvested Shares and Vested Shares, as the case may be, bears to the Aggregate Fund Value. In calculating the number of Shares, the following transactions shall be accounted for as follows:

(a) Upon the Grant of a Fund Option, there shall be calculated and recorded (i) the number of Unvested Shares of each Fund, and (ii) the number of Vested Shares of each Fund.

(b) Upon an Exercise of the Fund Option, there shall be subtracted the number of Shares of each Fund transferred or deemed transferred pursuant to the Exercise. An Exercise Election shall be applied to the Fund Optionholder’s Fund Options according to the following protocol:

(i) A Fund Option is “in-the-money” if it has a positive Spread.

(ii) The “in-the-money” Fund Option with the nearest Expiration Date is exercised first to the extent necessary to fulfill the Exercise Election (if there is more than one such Fund Option, the Fund Options are exercised pro rata), and if such Fund Option(s) is insufficient, then the “in-the-money” Fund Option(s) with the second nearest Expiration Date is exercised to the extent necessary to fulfill the Exercise Election, and if such Fund Option(s) is insufficient the process continues with “in-the-money” Fund Options as necessary to fulfill the Exercise Election;

(iii) If the “in-the-money” Fund Options are insufficient to fulfill the Exercise Election, the Administrator shall notify the Fund Optionholder of the shortfall.

(c) Upon a Forfeiture or Expiration of the Fund Option, there shall be subtracted the Shares of each Fund that are subject to the Forfeiture or Expiration.

(d) Upon the Issuer’s payment of a dividend consisting of cash or property other than Shares with respect to a Fund of the Fund Option, there shall be added to the Fund Option additional Shares of the Fund with a Grant Date Spread equal to the value of the dividend.

(e) Upon the Issuer’s payment of a dividend consisting of Shares with respect to a Fund of the Fund Option, there shall be added to the Fund Option the number of Shares deemed to be distributed with respect to the Fund.

(f) Upon a stock split or recapitalization whereby the Issuer distributes new Shares of a Fund in exchange for the cancellation of existing Shares of the Fund, there shall be subtracted the number of Shares of the Fund that are canceled and there shall be added the number of Shares of the Fund deemed to be received in exchange therefore.

(g) Upon the filing of a Reallocation Election affecting the Fund Option, there shall be added or subtracted, as the case may be, the appropriate number of Shares of each Fund affected.

(h) Upon an increase in the Vested percentage of the Fund Option, the number of Unvested Shares of each Fund shall be reduced as required and a like number of Shares added to the number of Vested Shares of each Fund, as applicable.

8.2 Indexed Strike Price . Each Business Day, the Administrator shall calculate and record, or cause to be calculated and recorded, the Indexed Strike Price with respect to each Fund Option. In calculating the Indexed Strike Price, the following transactions shall be accounted for as follows:

(a) Upon a Grant, the Indexed Strike Price shall be calculated and recorded.

(b) There shall be an increase (decrease) equal to the Indexed Strike Price Adjustment Factor of the Fund Option since the last preceding Business Day.

(c) Upon an Exercise, if the Indexed Strike Price is greater than or equal to the Minimum Strike Price, the amount of the Strike Price received or deemed to be received pursuant to the Exercise of the Fund Option shall be subtracted from the Indexed Strike Price. If the Indexed Strike Price is less than the Minimum Strike Price, the Indexed Strike Price shall be reduced by an amount that bears the same proportion to the Indexed Strike Price immediately before the reduction as the Strike Price received or deemed to be received pursuant to the Exercise of the Fund Option bears to the total Strike Price immediately preceding such Exercise.

(d) Upon a Forfeiture or Expiration of the Fund Option, the Indexed Strike Price shall be reduced by an amount that bears the same proportion to the Indexed Strike Price before such reduction as the Aggregate Fund Value of the Forfeiture or Expiration bears to the Fund Option’s Aggregate Fund Value immediately preceding the Forfeiture or Expiration.

8.3 Minimum Strike Price . Upon a Grant, the Administrator shall calculate and record, or cause to be calculated and recorded, the Minimum Strike Price with respect to each Fund Option. In keeping track of the Minimum Strike Price, the following transactions shall be accounted for as follows:

(a) Upon an Exercise, if the Minimum Strike Price is greater than or equal to the Indexed Strike Price, the amount of the Strike Price received or deemed to be received pursuant to the Exercise of the Fund Option shall be subtracted from the Minimum Strike Price. If the

Minimum Strike Price is less than the Indexed Strike Price, the Minimum Strike Price shall be reduced by an amount that bears the same proportion to the Minimum Strike Price immediately before the reduction as the Strike Price received or deemed to be received pursuant to the Exercise of the Fund Option bears to the total Strike Price immediately preceding such Exercise.

(b) Upon a Forfeiture or Expiration of the Fund Option, the Minimum Strike Price shall be reduced by an amount that bears the same proportion to the Minimum Strike Price before such reduction as the Aggregate Fund Value of the Forfeiture or Expiration bears to the Fund Option’s Aggregate Fund Value immediately preceding the Forfeiture or Expiration.

ARTICLE IX

COMPANY’S OBLIGATIONS

9.1 Unfunded Plan . The Plan shall be unfunded. The Company shall not be required to segregate any assets that at any time represent a benefit. The Company may deposit funds with the trustee of the Trust (or such similar trust that is maintained or established by the Company) to provide the benefits to which Participants and Beneficiaries may be entitled under the Plan. The funds deposited with the trustee of such trust, and the earnings thereon, will be dedicated to the payment of benefits under the Plan but shall remain subject to the claims of the general creditors of the Company. Any liability of the Company to a Participant or Beneficiary under this Plan shall be based solely on contractual obligations that may be created pursuant to this Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company.

9.2 Change of Control . Notwithstanding the foregoing, in the event of a Change of Control, the Company shall, immediately prior to a Change of Control, make an irrevocable contribution to the trust so that the amount held in trust is equal to 105% of the amount that is sufficient to pay each Participant and Beneficiary the benefits to which they would be entitled, and for which each Participating Company is liable, pursuant to the terms of the Plan as in effect on the date on which the Change of Control occurred. The amount of such contribution exceeding the amount required to pay benefits under the Plan shall be used to pay administrative costs of the trust and to reimburse any Participant who incurs legal fees as a result of an attempt to enforce the terms of the Plan against an acquirer of the Company.

ARTICLE X

ADMINISTRATION OF THE PLAN

10.1 Powers and Duties of the Administrative Committee . The Plan shall be administered by the Administrative Committee. The Administrative Committee shall interpret the Plan, establish regulations to further the purposes of the Plan and take any other action necessary to the proper operation of the Plan. Prior to paying a benefit under the Plan, the Administrative Committee may require the Participant, former Participant or Beneficiary to provide such information or material as the Administrative Committee, in its sole discretion, shall deem necessary to make any determination it may be required to make under the Plan. The

Administrative Committee may withhold payment of a benefit under the Plan until it receives all such information and material and is reasonably satisfied of its correctness and genuineness. The Administrative Committee may delegate all or any of its responsibilities and powers to any Persons selected by it, including designated officers or Employees of the Company.

10.2 Agents .The Administrative Committee may engage such legal counsel, certified public accountants and other advisers and service providers, who may be advisers or service providers for the Participating Company or an Affiliate, and make use of such agents and personnel of the Company, as it shall require or may deem advisable for purposes of the Plan. The Administrative Committee may rely upon the written opinion of any legal counsel or accountants engaged by the Administrative Committee. The Administrative Committee may delegate to the Administrator, any agent or to any subcommittee or member of the Administrative Committee its authority to perform any act hereunder, including, without limitation, those matters involving the exercise of discretion, provided that such delegation shall be subject to revocation at any time at the discretion of the Administrative Committee.

10.3 Claims for Benefits . If for any reason a benefit payable under this Plan is not paid when due, the Participant or Beneficiary may file a written claim with the Administrative Committee. If the claim is denied or no response is received within forty-five (45) days after the date on which the claim was filed with the Administrative Committee (in which case the claim will be deemed to have been denied), the Participant or Beneficiary may appeal the denial to the Administrative Committee within sixty (60) days of receipt of written notification of the denial or the end of the forty-five day period, whichever occurs first. In pursuing an appeal, the Participant or Beneficiary may request that the Administrative Committee review the denial, may review pertinent documents, and may submit issues and documents in writing to the Administrative Committee. A decision on appeal will be made within sixty (60) days after the appeal is made, unless special circumstances require the Administrative Committee to extend the period for another sixty (60) days.

10.4 Hold Harmless . To the maximum extent permitted by law, no member of the Administrative Committee shall be personally liable by reason of any contract or other instrument executed by such member or on such member’s behalf in such member’s capacity as a member of the Administrative Committee nor for any mistake of judgment made in good faith, and the Participating Company shall indemnify and hold harmless, directly from its own assets (including the proceeds of any insurance policy the premiums of which are paid from the Company’s own assets), each member of the Administrative Committee and each other officer, employee, or director of the Participating Company or an Affiliate to whom any duty or power relating to the administration or interpretation of the Plan against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Participating Company) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or bad faith.

10.5 Service of Process . The Secretary of the Participating Company or such other person designated by the Board shall be the agent for service of process under the Plan.

10.6 Form of Administration . To the extent authorized by the Administrative Committee, any action required to be taken by a Fund Optionholder may be taken in writing, by electronic transmission, by telephone, or by facsimile, except for a beneficiary designation which must be in writing.

ARTICLE XI

DESIGNATION OF BENEFICIARIES

11.1 Beneficiary Designation . Every Fund Optionholder shall file with the Administrator a Beneficiary designation, substantially in the form prescribed by the Administrative Committee, of one or more Persons as the Beneficiary who shall be entitled to become the Fund Optionholder of Fund Options held by the Participant upon the Participant’s death. A Participant may from time to time revoke or change such Beneficiary designation without the consent of any prior Beneficiary by filing a new designation with the Administrator, except where the consent of another person is required by law. The last such designation received by the Administrator shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Administrator prior to the Participant’s death, and in no event shall it be effective as of any date prior to such receipt. All decisions of the Administrative Committee concerning the effectiveness of any Beneficiary designation, and the identity of any Beneficiary, shall be final.

11.2 Failure to Designate Beneficiary . If no Beneficiary designation is in effect at the time of a Participant’s death, the Fund Options, if any, held by the Participant at the Participant’s death shall be transferred to the Participant’s surviving spouse, if any, or if the Participant has no surviving spouse, to the Participant’s estate. A Participant’s surviving spouse is the Person to whom the Participant was legally married (as determined by the Administrative Committee) immediately before the Participant’s death. If the Administrative Committee is in doubt as to the right of any Person to receive such Fund Options, the Administrative Committee may direct the Participating Company to withhold payment, without liability for any interest thereon, until the rights thereto are determined, or the Administrative Committee may direct the Participating Company to pay any such amount into any court of appropriate jurisdiction and such payment shall be a complete discharge of the liability of the Participating Company therefor.

ARTICLE XII

AMENDMENT OR TERMINATION OF THE PLAN

12.1 Right to Amend or Terminate Plan . The Board reserves the right at any time through action of its Organization, Compensation and Nominating Committee to amend or terminate the Plan, in whole or in part, and for any reason and without the consent of any Participating Company, Participant or Beneficiary. Each Participating Company by its participation in the Plan shall be deemed to have delegated this authority to the Board. At its discretion, the Organization, Compensation and Nominating Committee may delegate all or part of its authority to amend the Plan to the Administrative Committee.

In no event shall an amendment or termination modify, reduce or otherwise affect the Participating Company’s obligations under the Plan, as such obligations are defined under the provisions of the Plan existing immediately before such amendment or termination.

12.2 Notice . Notice of any amendment or termination of the Plan shall be given by the Administrative Committee to all Participating Companies.

ARTICLE XIII

GENERAL PROVISIONS AND LIMITATIONS

13.1 No Right to Continued Employment . Nothing contained in the Plan shall give any Employee the right to be retained in the employment of any Participating Company or Affiliate or affect the right of any such employer to dismiss any Employee. The adoption and maintenance of the Plan shall not constitute a contract between any Participating Company and Employee or consideration for, or an inducement to or condition of, the employment of any Employee.

13.2 Payment on Behalf of Payee . If the Administrative Committee shall find that any person to whom any amount is payable under the Plan is unable to care for such person’s affairs because of illness or accident, or is a minor, or has died, then any payment due such person or such person’s estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Administrative Committee so elects in its sole discretion, be paid to such person’s spouse, a child, a relative, an institution maintaining or having custody of such person, or any other person deemed by the Administrative Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Plan and the Participating Company therefor.

13.3 Nonalienation.

(a) Subject to Section 13.3(b), no Fund Option, interest, expectancy, benefit, payment, claim or right of any Participant or Fund Optionholder under the Plan shall be (a) subject in any manner to any claims of any creditor of the Participant or Fund Optionholder, (b) subject to the debts, contracts, liabilities or torts of the Participant or Fund Optionholder or (c) subject to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge or encumbrance of any kind. If any Person shall attempt to take any action contrary to this Section, such action shall be null and void and of no effect, and the Administrative Committee and the Participating Company shall disregard such action and shall not in any manner be bound thereby and shall suffer no liability on account of its disregard thereof. If the Participant or Fund Optionholder, or any other beneficiary hereunder shall become bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge any right hereunder, then such right or benefit shall, in the discretion of the Administrative Committee, cease and terminate, and in such event, the Administrative Committee may hold or apply the same or any part thereof for the benefit of the Participant or Fund Optionholder or the spouse, children, or other dependents of the Participant or Fund Optionholder, or any of them, in such manner and in such amounts and proportions as the Administrative Committee may deem proper.

(b) Notwithstanding Section 13.3(a), a Participant may at any time prior to death assign by gift a Fund Option to the Participant’s spouse, adult children or a trust for the benefit of the Participant, the Participant’s spouse or adult children. The Participant may also assign by gift a Fund Option to a tax-exempt entity as defined in Code Section 501(c)(3). Notwithstanding the foregoing, such an assignment shall be permitted only if (i) the Participant is 100% Vested in the Fund Option, and (ii) the assignment is made by gift for which the Participant receives no consideration for the assignment. Any such assignment shall be evidenced by an appropriate written document executed by the Participant and a copy delivered to the Committee in advance of the effective date of the assignment. In the event of such an assignment, the assignee shall become the Fund Optionholder of the Fund Option and shall be entitled to all the rights of the Participant with respect to the assigned Fund Option, and such Fund Option shall continue to be subject to all of the terms, conditions and restrictions applicable to the Fund Option, as set forth in the Plan.

13.4 Missing Payee . If the Administrative Committee cannot ascertain the whereabouts of any person to whom a payment is due under the Plan, and if, after five years from the date such payment is due, a notice of such payment due is mailed to the last known address of such person, as shown on the records of the Administrative Committee or the Company, and within three months after such mailing such person has not made written claim therefor, the Administrative Committee, if it so elects, after receiving advice from counsel to the Plan, may direct that such payment and all remaining payments otherwise due to such person be canceled on the records of the Plan and the amount thereof forfeited, and upon such cancellation, the Participating Company shall have no further liability therefor, except that, in the event such person later notifies the Administrative Committee of such person’s whereabouts and requests the payment or payments due to such person under the Plan, the amounts otherwise due but unpaid shall be paid to such person without interest for late payment.

13.5 Required Information . Each Participant shall file with the Administrative Committee such pertinent information concerning himself or herself, such Participant’s Beneficiary, or such other person as the Administrative Committee may specify, and no Participant, Beneficiary, or other person shall have any rights or be entitled to any benefits under the Plan unless such information is filed by or with respect to the Participant.

13.6 No Trust or Funding Created . The obligations of the Participating Company to make payments hereunder shall constitute a liability of the Participating Company to a Participant or Beneficiary, as the case may be. Such payments shall be made from the general funds of the Participating Company, and the Participating Company shall not be required to establish or maintain any special or separate fund, or purchase or acquire life insurance on a Participant’s life, or otherwise to segregate assets to insure that such payment shall be made, and neither a Participant nor a Beneficiary shall have any interest in any particular asset of the Participating Company by reason of its obligations hereunder. Nothing contained in the Plan shall create or be construed as creating a trust of any kind or any other fiduciary relationship between the Participating Company and a Participant or any other person. The rights and claims of a Participant or a Beneficiary to a benefit provided hereunder shall have no greater or higher status than the rights and claims of any other general, unsecured creditor of the Participating Company.

13.7 Binding Effect . Obligations incurred by the Participating Company pursuant to this Plan shall be binding upon and inure to the benefit of the Participating Company, its successors and assigns, and the Participant and the Participant’s Beneficiary.

13.8 Merger or Consolidation . In the event of a merger or a consolidation by the Participating Company with another corporation, or the acquisition of substantially all of the assets or outstanding stock of the Participating Company by another corporation, then and in such event the obligations and responsibilities of the Participating Company under this Plan shall be assumed by any such successor or acquiring corporation, and all of the rights, privileges and benefits of the Participants and Beneficiaries hereunder shall continue.

13.9 Entire Plan . The Plan document, and any written amendments thereto, contain all the terms and provisions of the Plan and shall constitute the entire Plan.