This EMPLOYMENT AGREEMENT (the "Agreement") is made as of September 12, 1997 between
DOMINION RESOURCES, INC. (the "Company") and EDGAR M. ROACH, JR. (the "Executive").
The Board of Directors of Dominion Resources, Inc. (the "Board of Directors") recognizes that outstanding
management of the Company is essential to advancing the best interests of the Company, its shareholders and its
subsidiaries. The Board of Directors believes that it is particularly important to have stable, excellent management
at the present time. The Board of Directors believes that this objective may be achieved by giving key
management employees assurances of financial security for a period of time, so that they will not be distracted by
personal risks and will continue to devote their full time and best efforts to the performance of their duties.
The Organization and Compensation Committee of the Board of Directors (the "Committee") has recommended,
and the Board of Directors has approved, entering into employment agreements with the Company's key
management executives in order to achieve the foregoing objectives. The Executive is a key management
executive of the Company and is a valuable member of the Company's management team. The Company
acknowledges that the Executive's contributions to the growth and success of the Company will be substantial.
The Company and the Executive are
entering into this Agreement to induce the Executive to serve as an employee of the Company and to devote his
full energy to the Company's affairs. The Executive has agreed to be employed by the Company under the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the mutual undertakings contained in this Agreement,
the parties agree as follows:
1. Employment. The Company will employ the Executive, and the Executive will be employed by the Company,
as an executive of the Company, for the period beginning September 12, 1997 (the "Effective Date") and endin