DOMINION RESOURCES, INC. NON-EMPLOYEE DIRECTORS COMPENSATION PLAN

Exhibit 10.21

DOMINION RESOURCES, INC.

NON-EMPLOYEE DIRECTORS COMPENSATION PLAN

Originally Effective January 1, 2005

Amended and Restated Effective as of January 1, 2008

TABLE OF CONTENTS

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DOMINION RESOURCES, INC.

NON-EMPLOYEE DIRECTORS COMPENSATION PLAN

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

As used in the Plan, the following terms have the meanings indicated:

(a) “ Annual Meeting ” means the annual meeting of shareholders at which members of the Board are routinely elected.

(b) “ Annual Cash Retainer ” means that portion of a Director’s Annual Retainer payable in cash.

(c) “ Annual Retainer ” means the annual base retainer paid to a Director for service on the Board and/or a Board committee, consisting of the Annual Cash Retainer and the Annual Stock Retainer.

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

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

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

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

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

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

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

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(k) “ Deferred Cash ” means the amount credited to a Director’s Deferred Compensation Account pursuant to an election to defer an Annual Cash Retainer or cash Meeting Fees.

(l) “ Deferred Cash Account ” means the bookkeeping account for Deferred Cash established for a Director pursuant to Section 5.

(m) “ Director ” means a member of the Company’s Board who is not (i) a current employee of the Company, or (ii) a former employee of the Company entitled to compensation for current or prior services. For purposes of this Section 2(m) the term “compensation” shall exclude payments to which the Director is entitled pursuant to the terms of any tax-qualified or non-qualified retirement plan or program sponsored by the Company.

(n) “ Effective Date ” means January 1, 2005. The effective date of this amended and restated plan is January 1, 2008.

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

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

(q) “ Meeting Fees ” means the fees paid to a Director for attending Board and Committee meetings, as determined by the Board according to the Company’s established rules for compensating Directors, excluding any expense reimbursements or similar items.

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

(s) “ Restricted Stock ” means Company Stock awarded upon the terms and subject to the restrictions set forth in Section 11.

(t) “ Separation from Service ” is intended to have the same meaning as this term is defined under Treasury Regulation section 1.409A-1(h).

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

(v) “ Stock Option ” means a right to purchase Company Stock granted under the Plan, at a price determined in accordance with Section 11.

(w) “ Stock Unit ” means a hypothetical share of Company Stock. Each Stock Unit held in a Stock Unit Account shall be deemed to have the same value, from time to time, as a share of Company Stock, provided that Stock Units shall not confer upon any Director any of the rights associated with Company Stock, including, without limitation, the right to vote or to receive distributions.

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

(y) “ Trust ” has the meaning provided in Section 9.

(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 all or a portion of the Annual Retainer as provided in Section 5.

(b) Meeting Fees. In addition to any Annual Retainer, a Director may also receive Meeting Fees based on his or her attendance at Company Board and Committee meetings during a Plan Year. The Board shall determine the amount of Meeting Fees, if any, for each meeting. A Director also may elect to defer receipt of all or a portion of his or her Meeting Fees as provided in Section 5. A Director may elect to receive all or a portion of his or her Meeting Fees in the form of cash or stock, as elected by a Director. If a Director does not make an election, Meeting Fees shall be paid in cash.

(c) Deferred Accumulation Benefit. On January 1, 2005, a Deferred Accumulation Benefit was provided to each Eligible Director who, prior to January 1, 2005, was a participant in the Stock Accumulation Plan and who was not vested, in whole or in part, in either of his or her accounts under the Stock Accumulation Plan as of December 31, 2004, as provided in Section 6.

(d) Other Compensation. The Board may provide other compensation to a Director as it determines appropriate, to the extent consistent with any legal or regulatory requirements, including Restricted Stock and Stock Options as provided in Section 11.

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

(a) Deferral Election Procedure. A Director may elect to defer the receipt of all or a portion of his or her Annual Retainer and/or Meeting Fees by completing a deferral election form provided by the Company for this purpose (“Deferral Election”). A Deferral Election must be in writing and delivered to the Corporate Secretary of the Company by December 31 of the year prior to the start of the Plan Year to which the Deferral Election pertains. A Director who first becomes eligible to participate in the Plan during a

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Plan Year may submit a Deferral Election within 30 days of the date on which he or she becomes eligible to participate. A Deferral Election once made for a Plan Year shall be irrevocable. A Deferral Election may be made for a single Plan Year or may be made applicable to all future Plan Years until revoked. Any revocation shall be effective as of the first day of the next Plan Year after the revocation is made.

(b) Deferral of Annual Retainer.

(i) A Director may elect to defer all or a portion of his or he