S-3/A

As filed with the Securities and Exchange Commission on November 25, 2002

Registration No. 333-100577

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OLD DOMINION ELECTRIC COOPERATIVE

(Exact name of Registrant as specified in its charter)

Virginia	23-7048405
(State or jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

*    *    *

Innsbrook Corporate Center

4201 Dominion Boulevard

Glen Allen, Virginia 23060

Telephone (804) 747-0592

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive office)

Daniel M. Walker

Innsbrook Corporate Center

4201 Dominion Boulevard

Glen Allen, Virginia 23060

Telephone (804) 747-0592

(Name, Address, including zip code, and telephone number, including area code, of Agent for Service)

Copies to:

Carl F. Lyon, Jr.	Richard W. Gregory	Cada T. Kilgore, III
Orrick, Herrington & Sutcliffe LLP 666 Fifth Avenue	LeClair Ryan, A Professional Corporation	Sutherland Asbill & Brennan LLP 999 Peachtree Street, N.E.
New York, NY 10103	4201 Dominion Boulevard	Atlanta, GA 30309
(212) 506-5000	Glen Allen, VA 23060	(404) 853-8000
	(804) 968-2987

Approximate date of commencement of proposed sale to the public:    From time to time after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered pursuant to dividend or reinvestment plans please check the following box. ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”) other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

INTRODUCTORY NOTE

This registration statement relates to debt securities which may be issued from time to time, including an initial series of bonds which Old Dominion Electric Cooperative intends to issue shortly after this registration statement becomes effective. Therefore this registration statement includes:

• a preliminary prospectus supplement to the base prospectus with respect to Old Dominion Electric Cooperative’s offering of its 2002 Series B Bonds due 2028; and

• a base prospectus relating to the debt securities of Old Dominion Electric Cooperative.

The information in this prospectus supplement is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This prospectus supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 25, 2002

Prospectus Supplement

(To Prospectus dated November 25, 2002)

Old Dominion Electric Cooperative

$300,000,000

        % 2002 Series B Bonds Due 2028

Old Dominion Electric Cooperative is offering 2002 Series B Bonds that will mature on December 1, 2028. We will pay interest on the bonds semi-annually on June 1 and December 1 of each year, commencing on June 1, 2003. The bonds will be subject to mandatory pro rata sinking fund redemption at a price equal to 100% of the principal amount of the bonds being redeemed, plus accrued interest, commencing December 1, 2005 and on December 1 of each year afterwards to and including December 1, 2027. The bonds also will be subject to optional, make-whole redemption at a price which may include a premium. See “DESCRIPTION OF THE BONDS.” We will issue the bonds in multiples of $1,000.

Payment of the bonds initially will be secured by a first lien on substantially all of our tangible and some of our intangible properties, equally and ratably with all other obligations issued under our Indenture of Trust and Deed of Mortgage, dated as of May 1, 1992, as supplemented and amended. The lien will be released when all obligations issued by us under the indenture prior to September 1, 2001 cease to be outstanding or the holders of those obligations consent to the release of the lien. After that time, the bonds will be unsecured general obligations, ranking equally and ratably with our other unsecured and unsubordinated obligations, subject to some exceptions. See “DESCRIPTION OF THE DEBT SECURITIES” in the accompanying prospectus.

INVESTING IN THE BONDS INVOLVES RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 1 OF THE ACCOMPANYING PROSPECTUS FOR MORE INFORMATION.

	Principal Amount		Price to Public		Discounts and Commissions		Proceeds to Old Dominion
2002 Series B Bonds	$	300,000,000		%		%		%
Total	$	300,000,000	$		$		$

The price to the public for the bonds includes accrued interest, if any, from the date of issuance of the bonds. The proceeds to us do not reflect the expenses we will pay in connection with the offering other than underwriting discounts and commissions. See “UNDERWRITING.”

We expect the bonds will be available for delivery in New York, New York in book entry form on or about             , 2002 through the facilities of The Depository Trust Company against payment for the bonds in immediately available funds.

Neither of the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement and the accompanying prospectus are truthful and complete. Any representation to the contrary is a criminal offense.

JPMorgan                                           Goldman, Sachs & Co.

            , 2002

This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of the bonds we are offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference in that prospectus. The second part, the accompanying prospectus, gives more general information about debt securities we may offer from time to time, including debt securities other than the bonds we are offering in this prospectus supplement. If information in this prospectus supplement is inconsistent with the accompanying prospectus or the documents incorporated by reference in that prospectus, you should rely on this prospectus supplement.

You should read and consider all of the information contained in this prospectus supplement and the accompanying prospectus and all information incorporated by reference in either document in making your investment decision. You also should read and consider the information in the documents we have referred you to in “WHERE TO FIND MORE INFORMATION ABOUT OLD DOMINION ELECTRIC COOPERATIVE” in this prospectus supplement.

We include cross-references in this prospectus supplement and the accompanying prospectus to captions in these materials where you can find additional related discussions. The table of contents in this prospectus supplement provides the pages on which these captions are located.

You should rely only on the information contained in or explicitly incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information provided by this prospectus supplement, the accompanying prospectus or any information incorporated by reference in either document is accurate as of any date other than the date of that information.

TABLE OF CONTENTS

Prospectus Supplement

	Page
Summary of Offering	S-1
Old Dominion Electric Cooperative	S-4
Where To Find More Information About Old Dominion Electric Cooperative	S-4
Incorporation of Information We File with the SEC	S-4
Summary Financial Data	S-5
Plan of Finance and Use of Proceeds	S-6
Description of the Bonds	S-8
Underwriting	S-11
Legal Opinions	S-11
Experts	S-12
Appendix A—Membership Financial and Statistical Information	S-A-1
Prospectus
Risk Factors	1
About This Prospectus	5
Old Dominion Electric Cooperative	5
Where to Find More Information About Old Dominion Electric Cooperative	5
Incorporation of Information We File with the SEC	6
Use of Proceeds	6
Caution Regarding Forward Looking Statements	6
Financial Ratios	7
Description of the Debt Securities	8
Plan of Distribution	25
Legal Opinions	25
Experts	25

i

SUMMARY OF OFFERING

The following summary contains information about our company, the offering and the terms of the bonds that we believe is important. You should read this entire prospectus supplement and the accompanying prospectus and all information incorporated by reference in either document for a complete understanding of our company, the offering and the bonds. This prospectus supplement contains forward-looking statements based on our current expectations, assumptions, estimates and projections about us and our business and industry. These forward-looking statements involve risks and uncertainties. Actual events or results could differ materially from those described in these forward-looking statements as a result of a variety of factors. We will not update any forward-looking statements, even if new information becomes available or other events occur in the future, except as required by law.

Old Dominion We were formed in 1948 as a not-for-profit power supply cooperative. We provide wholesale electric services to our members. Our members include twelve customer-owned electric distribution cooperatives that sell electric services to customers in portions of Virginia, Maryland, Delaware and West Virginia. We also sell power to another member, TEC Trading, Inc., which is owned by our member distribution cooperatives.

Our principal office is located at 4201 Dominion Boulevard, Glen Allen, Virginia 23060. Our telephone number is (804) 747-0592.

In this prospectus, the words “we,” “us” and “our” refer to Old Dominion Electric Cooperative unless the context indicates otherwise.

Bonds Offered $300,000,000 principal amount of 2002 Series B Bonds due December 1, 2028. The bonds will be issued in multiples of $1,000.

Interest The bonds will bear interest at     % per annum. We will pay interest on these bonds on June 1 and December 1, beginning June 1, 2003.

Sinking Fund Redemption The bonds will be subject to mandatory pro rata sinking fund redemption at a redemption price of 100% of the principal amount of the bonds being redeemed, plus accrued interest, commencing December 1, 2005, and on December 1 of each year afterwards to and including December 1, 2027. See “DESCRIPTION OF THE BONDS—Sinking Fund Redemption.”

Make-Whole Redemption We may redeem the bonds, in whole or in part, prior to their stated maturity, at our option. The redemption price for the bonds will be equal to the greater of:

• 100% of the principal amount of the bonds being redeemed plus interest accrued through the redemption date but not yet due and payable; and

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• the sum of the present values of the remaining principal and interest payments on the bonds being redeemed, discounted at a rate equal to the sum of (1) the yield to maturity on the U.S. Treasury security having a life equal to, or the average yield to maturity on two U.S. Treasury securities closely corresponding to, the remaining life of the bonds being redeemed and trading in the secondary market at the price closest to par and (2)              basis points;

plus, in either case, interest due and payable but unpaid on the bonds being redeemed. See “DESCRIPTION OF THE BONDS—Make-Whole Redemption.”

Indenture Payment of the bonds will be secured initially by a first lien on substantially all of our tangible and some of our intangible properties, equally and ratably with all other obligations issued under our Indenture of Trust and Deed of Mortgage, dated as of

May 1, 1992, as supplemented and amended (the “Existing Indenture”). A supplemental indenture to the Existing Indenture which we entered into in 2001 will become effective upon the issuance of the 2002 Series B Bonds and will amend several provisions of the Existing Indenture. We refer to the Existing Indenture as amended by the amendments in the 2001 supplemental indenture as the “Amended Indenture.” See “DESCRIPTION OF THE DEBT SECURITIES—Changes to the Existing Indenture—Amended Indenture” in the accompanying prospectus.

In 2001, we also entered into an Amended and Restated Indenture which, if it becomes effective, will amend and restate the Amended Indenture (the “Restated Indenture”). The Restated Indenture will become effective when all obligations issued by us under the Existing Indenture prior to September 1, 2001, cease to be outstanding or the holders of those obligations consent to the release of the lien, assuming no event of default exists or would occur immediately following the effectiveness of the Restated Indenture. After that time, the bonds will be unsecured general obligations, ranking equally and ratably with our other unsecured and unsubordinated obligations, subject to some exceptions. The earliest date we expect the Restated Indenture could become effective is December 1, 2003. When we refer to the “Indenture” in this prospectus supplement, we mean the Existing Indenture, the Amended Indenture or the Restated Indenture, whichever is then in effect. See “DESCRIPTION OF THE DEBT SECURITIES—Changes to the Existing Indenture—Restated Indenture” in the accompanying prospectus.

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Reporting Obligations We do not intend to register the bonds under Section 12(b) of the Securities Exchange Act of 1934. We will, however, be subject to the reporting requirements of Section 15(d) of the Securities Exchange Act because we have another series of securities registered under the Securities Exchange Act. We intend to continue reporting under the Securities Exchange Act for so long as we have any publicly held debt securities.

Market for Bonds We do not intend to list the bonds on any securities exchange or have them quoted on the National Association of Securities Dealers Automated Quotation System. As a result, there may not be a secondary market for the bonds. The underwriters intend, but are not obligated, to make a market in the bonds. See “UNDERWRITING.”

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OLD DOMINION ELECTRIC COOPERATIVE

We were formed in 1948 as a not-for-profit power supply cooperative. We provide wholesale electric services to our members. Our members include twelve customer-owned electric distribution cooperatives that sell electric services to customers in portions of Virginia, Maryland, Delaware and West Virginia. Through our member distribution cooperatives, we provide retail electric service to more than 449,000 electric customers (meters) representing approximately 1.1 million people. We also sell power to another member, TEC Trading, Inc., which is owned by our member distribution cooperatives.

Our principal office is located at 4201 Dominion Boulevard, Glen Allen, Virginia 23060. Our telephone number is (804) 747-0592.

WHERE TO FIND MORE INFORMATION ABOUT

OLD DOMINION ELECTRIC COOPERATIVE

We file annual, quarterly and current reports and other information with the Securities and Exchange Commission. You may read and copy any document that we file with the SEC at the SEC’s public reference room at 450 Fifth Street, NW, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. You also may access our SEC filings on the SEC’s website at http://www.sec.gov.

INCORPORATION OF INFORMATION WE FILE WITH THE SEC

The Securities and Exchange Commission allows us to “incorporate by reference” into this prospectus supplement the information in documents we file with them, which means that we can disclose important information to you by referring you directly to those documents. The information incorporated by reference is considered to be a part of this prospectus supplement, and later information that we file with the SEC automatically will update and supersede this information, the accompanying prospectus and the information incorporated by reference in those documents. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act until we sell all of the bonds:

• Our Annual Report on Form 10-K, as amended, for the year ended December 31, 2001;

• Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2002;

• Our Quarterly Report on Form 10-Q, as amended, for the quarter ended June 30, 2002;

• Our Current Report on Form 8-K dated October 9, 2002;

• Our Quarterly Report on Form 10-Q, as amended, for the quarter ended September 30, 2002; and

• Our Current Report on Form 8-K dated November 25, 2002.

You may request a free copy of any of these filings by writing or telephoning us at:

Old Dominion Electric Cooperative

4201 Dominion Boulevard

Glen Allen, Virginia 23060

Attn: Assistant Vice President and Controller

Telephone: (804) 747-0592

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SUMMARY FINANCIAL DATA

The summary financial data below present selected historical information relating to our financial condition and results of operations. The financial data for the five years ended December 31, 2001 are derived from our audited consolidated financial statements. The financial data for the nine month periods ended September 30, 2002 and 2001 are derived from our unaudited condensed consolidated financial statements. The unaudited financial statements include all adjustments, consisting of normal recurring adjustments, which we consider necessary for a fair presentation of our financial position and results of operations for these periods. You should read the information contained in this table together with the financial data included or incorporated by reference in this prospectus supplement. See “WHERE TO FIND MORE INFORMATION ABOUT OLD DOMINION ELECTRIC COOPERATIVE.”

	Nine Months Ended September 30,					Years Ended December 31,
	2002			2001		2001			2000			1999			1998			1997
	(in thousands, except ratios)
Operating revenues	$	375,928		$	364,635	$	487,287		$	422,031		$	390,060		$	364,221		$	358,505
Operating expenses		342,661			332,426		(442,392	)		(377,335	)		(336,735	)		(298,026	)		(286,169	)
Operating margin		33,267			32,209		44,895			44,696			53,325			66,195			72,336
Net margin		7,563			5,830		8,440			8,229			9,839			12,094			12,799
Net electric plant		839,034			663,921	$	695,008		$	648,898		$	699,531		$	766,966		$	811,084
Total assets		1,306,208			1,268,531		1,256,150			1,010,572			1,050,512			1,126,544			1,130,256
Patronage capital		233,101			222,928		225,538			224,598			216,369			206,530			197,552
Long-term debt		627,286			663,495		625,232			449,823			509,606			584,630			605,878
Total capitalization		843,357			888,145		851,168			674,165			723,659			791,857			803,774
Margins for interest ratio		1.20			1.20		1.20			1.20			1.20			1.20			1.20
Ratio of earnings to fixed charges		0.97			1.15		1.14			1.16			1.16			1.17			1.17
Equity ratio		27.1	%		25.1		26.5	%		33.3	%		29.8	%		26.1	%		24.6	%

We establish the rates we charge our member distribution cooperatives to achieve a margins for interest ratio at least equal to the ratio required in our Indenture. See “DESCRIPTION OF THE DEBT SECURITIES—Rate Covenant” in the accompanying prospectus. We do not take the ratio of earnings to fixed charges or the equity ratio into account in setting our rates. Our ratio of earnings to fixed charges and our equity ratio are less than that of many investor-owned utilities because we operate on a not-for-profit basis and establish rates to collect sufficient revenue to recover our cost of service and produce margins sufficient to meet financial coverage requirements and accumulate additional equity required by our board of directors.

We calculate the margins for interest ratio by dividing our margins for interest by our interest charges. See “DESCRIPTION OF THE DEBT SECURITIES—Rate Covenant” in the accompanying prospectus for a description of the calculations of margins for interest and interest charges under the Existing Indenture.

We calculate the ratio of earnings to fixed charges by dividing our earnings (net margins plus fixed charges reduced by interest capitalized during the period) by our fixed charges. Our fixed charges consist of all of our interest costs, whether expensed or capitalized, amortization of debt issue costs and discount or premium related to our indebtedness, and the interest portion of our rent expense.

Our equity ratio equals our patronage capital divided by the sum of our long-term indebtedness and patronage capital. Patronage capital consists of our aggregate net margins that we have not distributed to our members.

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PLAN OF FINANCE AND USE OF PROCEEDS

We are developing three combustion turbine facilities in Cecil County, Maryland and Louisa County and Fauquier County, Virginia. These facilities are known as Rock Springs, Louisa and Marsh Run, respectively.

We expect the net proceeds of this offering to be $     million after the payment of underwriting discounts and offering expenses. We will use the net proceeds to:

• repay approximately $160 million we anticipate will be outstanding under lines of credit, and

• finance capital expenditures relating to our generating facilities, including a portion of the future costs to develop and construct the combustion turbine facilities.

Until applied for these purposes, we may temporarily invest the net proceeds of this offering or use the net proceeds for general corporate or working capital purposes.

The development and construction of Rock Springs, Louisa and Marsh Run requires significant capital expenditures over several years. We currently expect the yearly cost to develop and construct these facilities, including capitalized interest, to be as follows:

	Actual				Projected
Facility	2000		2001		2002		2003		2004		Facility Total
	(in millions)
Rock Springs	$	10.6	$	33.5	$	88.1	$	17.4	$	—	$	149.6
Louisa		18.4		34.6		121.0		64.9		—		238.9
Marsh Run		12.3		6.5		42.7		112.9		24.9		199.3
Yearly Total	$	41.3	$	74.6	$	251.8	$	195.2	$	24.9	$	587.8

At September 30, 2002, we had expended or loaned our subsidiaries owning the combustion turbine facilities an aggregate of $270.7 million in connection with the construction and development of the facilities since 2000. The sources of these funds have been our internally generated funds and the net proceeds of a previous issuance of indebtedness under the Indenture.

Including internally generated funds, we anticipate that, following this offering, we will have sufficient funds to finance the continued development and construction of the combustion turbine facilities until the third quarter of 2003. We expect the funding for the remaining $317.1 million required to develop and construct the facilities will be obtained through:

• a portion of the net proceeds of this offering,

• our internally generated funds, and

• the net proceeds of future offerings of debt securities under the Indenture.

In the third and fourth quarters of 2002, we have used, as an interim measure, internally generated funds to finance costs related to the development and construction of the combustion turbine facilities. To reimburse ourselves for the use of these funds, we anticipate that in December, 2002 we will borrow approximately $160 million under committed lines of credit. The commitments under the lines of credit we obtained primarily for the purpose of providing interim funding for the development and construction of the combustion turbine facilities total $140 million and the commitments under the general working capital lines of credit total $95 million.

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No amounts are outstanding under any of these lines of credit as of the date of this prospectus supplement. A $5.0 million letter of credit was issued against one of the general working capital lines of credit to secure our obligations to PJM Interconnection, LLC in connection with the construction of transmission facilities relating to Rock Springs. After this offering, we currently do not expect to draw amounts under the construction-related or the general working capital lines of credit.

On December 2, 2002, we intend to redeem approximately $176.6 million of our 8.76% First Mortgage Bonds, 1992 Series A due 2022. We intend to use approximately $71.9 million of the proceeds of liquidated investments purchased with cash accumulated under our Strategic Plan Initiative to pay a portion of the redemption price of these bonds. See “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Factors Affecting Results—Strategic Plant Initiative” in Part 1, Item 7 of our Annual Report on Form 10-K, as amended, for the year ended December 31, 2001. We will fund the remaining portion of the redemption price, approximately $120.1 million, with internally generated funds or other available cash. The redemption price will include a premium of approximately $15.4 million.

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DESCRIPTION OF THE BONDS

The following description of the particular terms of the 2002 Series B Bonds supplements and, to the extent inconsistent, replaces the description of the general terms and provisions of the debt securities set forth in the accompanying prospectus. Some defined terms in the Indenture are used in this summary without capitalization; those terms have the meanings given to them in the accompanying prospectus or the Indenture. The bonds are “debt securities” referred to in the accompanying prospectus.

The bonds will be issued and secured initially under the Existing Indenture. SunTrust Bank, as successor to Crestar Bank, currently acts as trustee under the Existing Indenture. Upon the issuance of the bonds and following the delivery of a consent by the underwriters, as the initial registered holders of the bonds, the Amended Indenture and amendments to the definition of interest charges in the Amended Indenture and the Restated Indenture will become effective. See “DESCRIPTION OF THE DEBT SECURITIES—Changes to the Existing Indenture” in the accompanying prospectus.

In 2001, we entered into the Restated Indenture which, if it becomes effective, will amend and restate the Amended Indenture. As long as no event of default exists or would result immediately following its effectiveness, the Restated Indenture will become effective when all obligations under the Existing Indenture issued prior to September 1, 2001 cease to be outstanding or when the holders of those obligations consent to the release of the lien of the Amended Indenture and the effectiveness of the Restated Indenture (the “Release Date”). The earliest date that we expect the Restated Indenture may become effective is December 1, 2003. See “DESCRIPTION OF THE DEBT SECURITIES—Changes to the Existing Indenture—Restated Indenture.”

When we refer to the “Indenture” in this prospectus supplement, we mean the Existing Indenture, the Amended Indenture or the Restated Indenture, whichever is in effect. Obligations of all series which have been or may be issued under the Indenture, including those issued pursuant to this prospectus supplement or any future prospectus supplement relating to the accompanying prospectus may be referred to as “Obligations.”

General

The bonds will mature on December 1, 2028. We will pay interest on the bonds at the annual rate of         % (on the basis of a 360-day year of twelve 30-day months), from the date of issuance or from the most recent interest payment date to which interest has been paid or provided for, payable semi-annually on June 1 and December 1 of each year. The first interest payment date will be June 1, 2003. On each interest payment date, we will pay interest to the person in whose name the bonds are registered at the close of business on the regular record date for that interest payment, which is the 15th day (whether or not a business day) of the calendar month next preceding the interest payment date. If interest on the bonds is not punctually paid or duly provided for, we will pay that amount instead to each registered holder of the bonds on a special record date not more than 15 nor less than 10 days prior to the date of the proposed payment. Principal of, and premium (if any) and interest on, the bonds will be payable, and the transfer of interests in the bonds will be effected, through the facilities of The Depository Trust Company, as described under “DESCRIPTION OF THE DEBT SECURITIES—Book-Entry System; Exchangeability” in the accompanying prospectus. The bonds will be issued in multiples of $1,000.

Make-Whole Redemption

We may redeem the bonds, in whole or in part, on any date prior to their maturity, at our option. We must give at least 30 days, but not more than 60 days, prior notice of redemption mailed to the registered address of each holder of bonds being redeemed except as otherwise required by the procedures of The Depository Trust Company. The redemption price for the bonds will be equal to the greater of:

• 100% of the principal amount of the bonds being redeemed plus interest accrued through the redemption date but not yet due and payable; and

• the sum of the present values of the remaining principal and interest payments on the bonds being redeemed, discounted on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of (1) the yield to maturity on the U.S. Treasury security having a

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life equal to the remaining life of the maturity of bonds being redeemed and trading in the secondary market at the price closest to par and (2)             basis points;

plus, in either case, interest due and payable but unpaid on the bonds being redeemed.

If there is no U.S. Treasury security having a life equal to the life of the bonds being redeemed, the discount rate will be calculated using a yield to maturity determined on a straight-line basis (rounding to the nearest calendar month, if necessary) from the average yield to maturity of two U.S. Treasury securities having lives most closely corresponding to the remaining life of the bonds and trading in the secondary market at the price closest to par.

If less than all of the outstanding bonds are redeemed, the bonds will be redeemed by the trustee in any method it deems fair and appropriate and the portion of the bonds not so redeemed will be in multiples of $1,000.

If we give notice of the optional redemption of the bonds but the trustee does not have enough funds on deposit to pay the full redemption price of the bonds to be redeemed, those bonds will remain outstanding as though no redemption notice had been given. The failure of the trustee to have sufficient funds to effectuate the redemption will not constitute a payment or other default by us under the Indenture and we will not be liable to any holder of the bonds as a result of the failed redemption. If the trustee has enough designated funds on deposit to effect a redemption at the time we give notice of the redemption, then we are obligated to redeem the bonds as provided in that notice.

Sinking Fund Redemption

The bonds will be redeemed, on a pro rata basis, through the operation of a mandatory sinking fund, commencing on December 1, 2005, and continuing on December 1 in each year afterwards to the maturity date for the bonds upon not less than 30 nor more than 60 days’ notice mailed to each holder (a person in whose name a bond is registered in the register maintained by the trustee) of bonds being redeemed at the holder’s registered address. The sinking fund redemption price will be equal to 100% of the principal amount of the bonds being redeemed plus accrued interest to the redemption date, including interest due on an interest payment date that is on or prior to the redemption date. The principal amount of the bonds being redeemed and the redemption dates as well as the principal amount payable on the maturity date, are set forth below.

Date	Amount
December 1, 2005
December 1, 2006
December 1, 2007
December 1, 2008
December 1, 2009
December 1, 2010
December 1, 2011
December 1, 2012
December 1, 2013
December 1, 2014
December 1, 2015
December 1, 2016
December 1, 2017
December 1, 2018
December 1, 2019
December 1, 2020
December 1, 2021
December 1, 2022
December 1, 2023
December 1, 2024
December 1, 2025
December 1, 2026
December 1, 2027
December 1, 2028(1)

(1) The final maturity date of the bonds.

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The bonds that we acquire and surrender for cancellation or redeem (other than by means of sinking fund redemptions) will be credited against future sinking fund payments for the bonds and the principal payment to be made on the maturity date of the bonds, in proportion to the respective amounts of those sinking fund and principal payments.

Book-Entry System

The bonds will be issued in the form of one or more global bonds, which will be deposited with, and on behalf of, The Depository Trust Company, New York, New York, called DTC, and registered in the name of Cede & Co., DTC’s nominee. Beneficial interests in the global bonds will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Investors may elect to hold interests in the bonds through DTC if they are participants in that system, or indirectly through organizations which are participants in the system. A more detailed description of the procedures of DTC, with respect to the bonds is set forth in the accompanying prospectus under “DESCRIPTION OF THE DEBT SECURITIES—Book-Entry System; Exchangeability.”

S-10

UNDERWRITING

Subject to the terms and conditions in the underwriting agreement, dated the date of this prospectus supplement, between us and J.P. Morgan Securities Inc., as representative of the underwriters, we have agreed to sell to each of the underwriters the amount of the bonds set forth below opposite the name of the underwriter:

Underwriter	Amount of 2002 Series B Bonds Due 2028
J.P. Morgan Securities Inc.	$	210,000,000
Goldman, Sachs & Co.	$	90,000,000
Total	$	300,000,000

The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the bonds are subject to approval of related legal matters by its counsel and to other conditions. The underwriters are committed to purchase all of the bonds if they purchase any of the bonds.

The underwriters propose to offer all or part of the bonds directly to the public at the offering price set forth on the cover page of this prospectus supplement. After the initial offering, the public offering price may be changed.

We estimate that our expenses in connection with the sale of the bonds, other than underwriting discounts, will be $            . This estimate includes the expenses we will pay relating to printing, rating agency fees, insurance, trustees’ fees and legal fees, including the fees of counsel to the underwriters, among other expenses.

We have agreed to indemnify the underwriters against some civil liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the underwriters may be required to make in connection with the sale of the bonds.

The bonds are a new issue of securities with no established trading market. We cannot give any assurances to you concerning the liquidity of, or the existence of a trading market for, the bonds. The underwriters may make a market in the bonds, but are not obligated to do so and may discontinue making a market at any time without notice.

In order to facilitate the offering of the bonds, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the bonds. Specifically, the underwriters, may overallot in connection with the offering, creating short positions in the bonds for their own accounts. In addition, to cover overallotments or to stabilize the price of the bonds, the underwriters may bid for, and purchase the bonds in the open market. Any of these activities may stabilize or maintain the market price of the bonds above independent market levels. The underwriters are not required to engage in these activities and may end any of the activities at any time. The underwriters may also impose a penalty bid. This occurs when one underwriter repays to another underwriter a portion of the underwriting discount received by it because repurchased bonds have been sold by or for the account of the repaying underwriter in stabilizing or short covering transactions.

We may engage in other transactions with the underwriters and their affiliates from time-to-time in the ordinary course of business.

LEGAL OPINIONS

LeClair Ryan, a Professional Corporation, and Orrick, Herrington & Sutcliffe LLP will pass upon the legality and enforceability of the bonds for us. Sutherland Asbill & Brennan LLP will pass upon other legal matters in connection with the bonds for the underwriters.

S-11

EXPERTS

The consolidated financial statements of Old Dominion Electric Cooperative as of and for the years ended December 31, 2001 and 2000 appearing in Old Dominion Electric Cooperative’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2001, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated income statement for the year ended December 31, 1999 incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2001 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

S-12

APPENDIX A

MEMBER FINANCIAL AND STATISTICAL INFORMATION

Our member distribution cooperatives operate their systems on a not-for-profit basis. Accumulated margins remaining after payment of expenses and provision for depreciation constitute patronage capital of the customers of these members. Refunds of accumulated patronage capital to the individual customers are made from time to time on a patronage basis subject to each member distribution cooperative’s policies and in conformity with limitations contained in each member distribution cooperative’s mortgage. For those member distribution cooperatives receiving loans from the Rural Utilities Service (“RUS”) since 1995, the new form of RUS mortgage generally prohibits such distributions unless, after any such distribution, the member distribution cooperative’s total equity will equal at least 30% if its total assets, except that distributions may be made of up to 25% of the margins and patronage capital received by the member distribution cooperative in the preceding year provided that equity is at least 20%. To the extent a member distribution cooperative has not obtained a new loan from RUS since 1995, the prior form of RUS mortgage generally prohibits such distribution unless, after any such distribution, the member distribution cooperative’s total equity will equal at least 40% of its total assets, except that distributions may be made of up to 25% of the margins and patronage capital received by the member distribution cooperative in the preceding year.

The member distribution cooperatives are not our subsidiaries, but rather our owners. We have no legal interest in the properties, liabilities, equity, revenues or margins of the member distribution cooperatives. The revenues of our member distribution cooperatives are not pledged to us, but their revenues are the source from which they pay for power and energy received from us. Revenues of the member distribution cooperatives are, however, pledged under their respective mortgages or other financial documents.

Financial and statistical information relating to the member distribution cooperatives is set forth below. This information about our member distribution cooperatives may not be indicative of their future results. The recent enactment of legislation enabling retail customers to choose their supplier of electric service, but not transmission and distribution service, may significantly affect the member distribution cooperatives’ future results and financial conditions.

The information contained in these tables has been taken from RUS Financial and Statistical Reports (RUS Form 7) prepared by our member distribution cooperatives. Neither we nor the RUS has independently verified this information. We have compiled the information in the “Total” columns for informational purposes only.

S-A-1

TABLE 1

OLD DOMINION ELECTRIC COOPERATIVE

SELECTED STATISTICS OF EACH MEMBER*

(As of December 31)

	A&N	BARC	Choptank	Community	Delaware
2001
Full time employees	41	51	155	31	116
Total miles energized	1,178	1,885	5,284	1,444	5,203
Average monthly residential revenue ($ per consumer)	83.12	89.58	102.00	118.00	92.67
Average monthly residential KWh (per consumer)	892	841	1,097	1,350	1,056
Average residential revenue (cents per KWh)	9.32	10.65	9.30	8.74	8.77
Times interest earned ratio	2.15	2.16	1.62	3.74	1.85
Debt service coverage	2.10	2.18	2.38	3.05	3.01
Total equity as a percentage of assets	40.0	36.4	42.8	53.6	48.9
2000
Full time employees	40	48	159	30	115
Total miles energized	1,167	1,864	5,207	1,430	5,027
Average monthly residential revenue ($ per consumer)	75.77	74.94	99.43	111.03	90.34
Average monthly residential KWh (per consumer)	874	828	1,064	1,346	1,031
Average residential revenue (cents per KWh)	8.67	9.05	9.34	8.25	8.76
Times interest earned ratio	1.55	1.37	1.55	2.81	2.41
Debt service coverage	2.37	1.61	2.32	2.93	3.34
Total equity as a percentage of assets	39.3	36.1	42.2	51.1	48.2
1999
Full time employees	40	48	157	30	112
Total miles energized	1,154	1,843	5,137	1,415	4,902
Average monthly residential revenue ($ per consumer)	73.19	72.69	99.23	104.79	87.76
Average monthly residential KWh (per consumer)	849	811	1,056	1,280	1,013
Average residential revenue (cents per KWh)	8.62	8.97	9.40	8.19	8.67
Times interest earned ratio	1.51	1.34	2.16	2.47	2.56
Debt service coverage	2.34	1.66	2.91	2.62	3.40
Total equity as a percentage of assets	42.3	37.3	43.1	49.6	47.2

* These figures were compiled from Form 7 Financial and Statistical Reports

S-A-2

TABLE 1—(Continued)

OLD DOMINION ELECTRIC COOPERATIVE

SELECTED STATISTICS OF EACH MEMBER*

(As of December 31)

Mecklenburg	Northern Neck	Northern Virginia	Prince George	Rappahannock	Shenandoah Valley	Southside	Total
123	52	293	34	279	111	153	1,439
4,179	1,828	5,120	1,074	10,546	4,766	7,446	49,952
88.07	94.15	123.09	113.52	115.47	106.88	114.54	108.33
936	971	1,159	1,247	1,205	1,197	1,064	1,110
9.41	9.69	10.62	9.11	9.58	8.93	10.77	9.76
2.62	2.50	5.01	2.53	2.00	3.29	1.98	2.84
2.41	2.39	3.95	2.55	2.08	3.01	2.06	2.75
40.6	50.9	57.0	46.8	42.7	46.0	33.9	46.7
122	48	315	34	267	113	156	1,447
4,145	1,806	4,950	1,058	10,294	4,701	7,340	48,989
79.20	85.61	102.74	104.84	109.78	87.34	97.63	97.04
931	948	1,150	1,335	1,229	1,206	1,079	1,107
8.51	9.03	8.93	7.85	8.93	7.24	9.05	8.76
1.72	1.48	3.46	2.44	2.10	1.88	1.46	2.25
1.82	2.24	2.66	2.66	2.21	1.99	1.69	2.32
38.4	50.2	52.6	47.9	43.4	44.8	32.0	45.0
126	48	288	31	258	111	150	1,399
4,107	1,779	4,927	1,045	9,984	4,638	7,210	48,141
78.01	82.90	106.50	100.94	103.56	85.31	92.06	95.12
924	928	1,205	1,290	1,179	1,173	1,043	1,063
8.45	8.94	8.84	7.83	8.78	7.27	8.83	8.57
1.55	1.52	3.25	2.31	1.77	1.70	1.20	2.16
2.00	2.57	2.91	2.41	1.77	1.97	1.45	2.32
40.2	51.2	51.3	52.2	42.5	44.1	33.1	44.5

S-A-3

TABLE 2

OLD DOMINION ELECTRIC COOPERATIVE

AVERAGE NUMBER OF CUSTOMERS SERVED BY EACH MEMBER*

(As of December 31)

	A&N	BARC	Choptank	Community	Delaware
2001
Residential Service (Farm & Non-Farm)	9,791	10,844	38,246	7,995	54,665
Commercial & Industrial—Small	630	582	3,107	1,462	4,647
Commercial & Industrial—Large	2	2	14	2	1
Irrigation	78	0	0	10	182
Other Electric Service	129	0	274	27	426
Total Customers Served	10,630	11,428	41,641	9,496	59,921
2000
Residential Service (Farm & Non-Farm)	9,692	10,669	37,765	7,907	53,237
Commercial & Industrial—Small	611	583	2,722	1,423	3,974
Commercial & Industrial—Large	2	2	15	2	2
Irrigation	67	0	0	9	167
Other Electric Service	127	0	265	28	403
Total Customers Served	10,499	11,254	40,767	9,369	57,783
1999
Residential Service (Farm & Non-Farm)	9,544	10,460	37,175	7,795	51,928
Commercial & Industrial—Small	577	582	2,505	1,391	3,974
Commercial & Industrial—Large	2	2	14	2	1
Irrigation	61	0	0	8	167
Other Electric Service	116	0	247	24	403
Total Customers Served	10,300	11,044	39,941	9,220	56,473

* These figures were compiled from Form 7 Financial and Statistical Reports

S-A-4

TABLE 2—(Continued)

OLD DOMINION ELECTRIC COOPERATIVE

AVERAGE NUMBER OF CUSTOMERS SERVED BY EACH MEMBER*

(As of December 31)

Mecklenburg	Northern Neck	Northern Virginia	Prince George	Rappahannock	Shenandoah Valley	Southside	Total
27,722	14,717	97,255	8,623	73,932	28,845	44,209	416,844
1,397	861	6,685	877	3,890	4,642	1,521	30,301
10	0	29	6	207	17	248	538
0	0	0	0	0	0	0	270
268	76	15	91	636	0	182	2,124
29,397	15,654	103,984	9,597	78,665	33,504	46,160	450,077
27,392	14,480	92,394	8,308	71,297	28,229	43,319	404,689
1,347	845	6,443	829	3,768	4,449	1,472	28,466
12	0	29	33	193	14	232	536
0	0	0	0	0	0	0	243
261	75	15	91	547	0	169	1,981
29,012	15,400	98,881	9,261	75,805	32,692	45,192	435,915
26,976	14,210	88,315	7,915	68,684	27,619	42,156	392,777
1,302	835	6,089	801	3,678	4,167	1,412	27,313
12	0	28	30	182	14	217	504
0	0	0	0	0	0	0	236
258	75	18	90	516	0	150	1,897
28,548	15,120	94,450	8,836	73,060	31,800	43,935	422,727

S-A-5

TABLE 3

OLD DOMINION ELECTRIC COOPERATIVE

ANNUAL MEGAWATT-HOUR SALES BY CUSTOMER CLASS OF EACH MEMBER*

(As of December 31)

	A&N	BARC	Choptank	Community	Delaware
2001
Residential Service (Farm & Non-Farm)	104,748	109,503	503,267	129,491	692,917
Commercial & Industrial—Small	24,447	29,601	144,847	17,478	121,680
Commercial & Industrial—Large	71,245	19,734	76,854	3,235	10,317
Irrigation	981	0	0	267	1,498
Other Electric Service	1,748	0	487	7,869	5,728
Total MWH Sales	203,169	158,837	725,456	158,340	832,140
2000
Residential Service (Farm & Non-Farm)	101,650	106,006	482,329	127,674	658,847
Commercial & Industrial—Small	24,040	29,597	134,679	17,623	113,859
Commercial & Industrial—Large	72,790	17,691	77,753	2,764	10,536
Irrigation	721	0	0	205	771
Other Electric Service	1,677	0	205	7,111	5,444
Total MWH Sales	200,878	153,294	694,966	155,377	789,457
1999
Residential Service (Farm & Non-Farm)	97,284	101,772	470,997	119,730	630,960
Commercial & Industrial—Small	22,613	25,855	132,458	17,827	107,286
Commercial & Industrial—Large	67,759	20,280	72,564	1,561	9,725
Irrigation	858	0	0	135	2,478
Other Electric Service	1,627	0	352	6,628	5,009
Total Megawatt Sales	190,141	147,907	676,371	145,881	755,458

* These figures were compiled from Form 7 Financial and Statistical Reports

S-A-6

TABLE 3—(Continued)

OLD DOMINION ELECTRIC COOPERATIVE

ANNUAL MEGAWATT-HOUR SALES BY CUSTOMER CLASS OF EACH MEMBER*

(As of December 31)

Mecklenburg	Northern Neck	Northern Virginia	Prince George	Rappahannock	Shenandoah Valley	Southside	Total
311,316	171,543	1,352,553	128,990	1,068,980	414,478	564,282	5,552,067
60,134	31,159	602,381	22,910	100,746	98,828	20,387	1,274,599
115,143	0	281,401	48,828	915,094	170,867	91,226	1,803,944
0	0	0	0	0	0	0	2,746
25,330	1,504	2,710	30,708	5,839	0	22,828	104,750
511,922	204,206	2,239,044	231,436	2,090,658	684,173	698,723	8,738,106
306,040	164,760	1,275,375	133,127	1,051,670	408,656	560,760	5,376,894
60,987	30,786	618,612	8,982	99,945	95,156	19,730	1,253,996
116,043	0	261,955	60,400	936,254	167,782	85,789	1,809,757
0	0	0	0	0	0	0	1,697
25,036	1,443	2,678	30,046	6,082	0	11,069	90,791
508,106	196,989	2,158,620	232,555	2,093,951	671,594	677,348	8,533,135
299,011	158,183	1,276,941	122,488	971,747	388,920	527,393	5,165,426
58,859	30,564	601,058	8,178	95,343	97,472	18,720	1,216,233
103,205	0	186,621	53,989	884,887	160,099	78,690	1,639,380
0	0	0	0	0	0	0	3,471
23,880	1,365	2,462	28,979	5,292	0	7,936	83,530
484,955	190,112	2,067,082	213,634	1,957,269	646,491	632,739	8,108,040

S-A-7

TABLE 4

OLD DOMINION ELECTRIC COOPERATIVE

ANNUAL REVENUES BY CUSTOMER CLASS OF EACH MEMBER*

(As of December 31)

	A&N		BARC		Choptank		Community		Delaware
2001
Residential Service (Farm & Non-Farm)	$	9,766,132	$	11,657,348	$	46,813,497	$	11,320,453	$	60,788,404
Commercial & Industrial—Small		2,310,651		2,792,251		12,217,194		1,632,842		9,383,937
Commercial & Industrial—Large		4,640,489		1,471,847		4,555,199		208,281		621,447
Irrigation		100,336		0		0		37,856		147,529
Other Electric Service		184,626		0		96,216		646,509		732,747
Total Electric Sales		17,002,234		15,921,446		63,682,106		13,845,941		71,674,064
Other Operating Revenue		281,594		268,878		1,053,261		153,591		1,080,185
Total Operating Revenue	$	17,283,828	$	16,190,324	$	64,735,367	$	13,999,532	$	72,754,249
2000
Residential Service (Farm & Non-Farm)	$	8,812,142	$	9,594,712	$	45,058,674	$	10,534,632	$	57,712,465
Commercial & Industrial—Small		2,111,398		2,275,994		11,440,508		1,575,090		8,849,499
Commercial & Industrial—Large		4,228,437		1,222,104		4,587,028		169,772		644,569
Irrigation		71,110		0		0		31,015		58,810
Other Electric Service		166,815		0		78,648		556,784		687,221
Total Electric Sales		15,389,902		13,092,810		61,164,858		12,867,293		67,952,564
Other Operating Revenue		256,752		214,945		927,203		132,419		793,366
Total Operating Revenue	$	15,646,654	$	13,307,755	$	62,092,061	$	12,999,712	$	68,745,930
1999
Residential Service (Farm & Non-Farm)	$	8,382,377	$	9,124,529	$	44,267,321	$	9,802,323	$	54,683,608
Commercial & Industrial—Small		1,979,307		2,185,473		11,191,047		1,568,465		8,159,393
Commercial & Industrial—Large		3,806,501		1,174,965		4,217,028		89,902		619,971
Irrigation		78,954		0		0		29,023		213,400
Other Electric Service		160,298		0		67,163		523,373		629,093
Total Electric Sales		14,407,437		12,484,967		59,742,559		12,013,086		64,305,465
Other Operating Revenue		236,940		212,978		841,094		121,290		789,707
Total Operating Revenue	$	14,644,377	$	12,697,945	$	60,583,653	$	12,134,376	$	65,095,172

* These figures were compiled from Form 7 Financial and Statistical Reports

S-A-8

TABLE 4—(Continued)

OLD DOMINION ELECTRIC COOPERATIVE

ANNUAL REVENUES BY CUSTOMER CLASS OF EACH MEMBER*

(As of December 31)

Mecklenburg	Northern Neck		Northern Virginia		Prince George		Rappahannock		Shenandoah Valley		Southside		Total
$29,298,582	$	16,627,636	$	143,650,731	$	11,746,561	$	102,444,764	$	36,995,227	$	60,763,979	$	541,873,314
5,366,810		2,842,015		60,753,701		1,896,173		9,943,901		9,000,733		2,017,573		120,157,781
7,010,928		0		13,649,916		3,090,185		46,629,742		10,618,878		6,272,395		98,769,307
0		0		0		0		0		0		0		285,721
1,943,797		141,955		486,810		2,231,158		632,533		0		2,128,553		9,224,904
43,620,117		19,611,606		218,541,158		18,964,077		159,650,940		56,614,838		71,182,500		770,311,027
336,533		370,486		2,777,876		170,416		1,342,989		733,252		558,791		9,127,852
$43,956,650	$	19,982,092	$	221,319,034	$	19,134,493	$	160,993,929	$	57,348,090	$	71,741,291	$	779,438,879
$26,032,950	$	14,876,158	$	113,915,590	$	10,451,665	$	93,927,535	$	29,585,909	$	50,751,772	$	471,254,204
4,834,196		2,588,116		48,480,651		734,859		9,095,678		7,407,798		1,690,076		101,083,863
5,997,707		0		13,654,104		3,227,972		37,689,528		8,222,205		5,617,040		85,260,466
0		0		0		0		0		0		0		160,935
1,702,272		125,819		431,646		1,790,177		602,628		0		811,885		6,953,895
38,567,125		17,590,093		176,481,991		16,204,673		141,315,369		45,215,912		58,870,773		664,713,363
294,781		334,472		1,897,892		158,306		1,279,555		501,629		356,497		7,147,817
$38,861,906	$	17,924,565	$	178,379,883	$	16,362,979	$	142,594,924	$	45,717,541	$	59,227,270	$	671,861,180
$25,254,275	$	14,136,475	$	112,867,376	$	9,586,863	$	85,356,386	$	28,274,468	$	46,571,914	$	448,307,915
4,594,485		2,539,307		44,032,101		670,615		8,524,201		7,538,881		1,562,249		94,545,524
5,434,199		0		11,700,727		2,744,291		34,686,527		7,250,156		5,154,752		76,879,019
0		0		0		0		0		0		0		321,377
1,593,952		118,099		395,181		1,713,493		514,624		0		642,921		6,358,197
36,876,911		16,793,881		168,995,385		14,715,262		129,081,738		43,063,505		53,931,836		626,412,032
300,695		322,288		2,122,353		133,271		1,415,495		408,776		304,870		7,209,757
$37,177,606	$	17,116,169	$	171,117,738	$	14,848,533	$	130,497,233	$	43,472,281	$	54,236,706	$	633,621,789

S-A-9

TABLE 5

OLD DOMINION ELECTRIC COOPERATIVE

SELECTED STATISTICS OF EACH MEMBER*

(As of December 31)

	A&N		BARC		Choptank		Community		Delaware
2001
Operating Revenue and Patronage Capital	$	17,283,828	$	16,190,324	$	64,735,360	$	13,999,532	$	72,754,249
Depreciation and Amortization		1,160,554		1,320,128		4,723,452		795,352		8,586,222
Other Operating Expenses		14,531,213		12,463,506		53,980,832		11,112,135		60,502,792
Electric Operating Margins		1,592,061		2,406,690		6,031,076		2,092,045		3,665,235
Other Income		367,107		309,685		1,251,171		226,444		1,280,216
Gross Operating Margins		1,959,168		2,716,375		7,282,247		2,318,489		4,945,451
Interest on Long-Term Debt		892,292		1,251,015		4,423,688		618,363		2,650,045
Other Deductions		36,461		14,151		102,763		8,678		54,458
Net Margins	$	1,030,415	$	1,451,209	$	2,755,796	$	1,691,448	$	2,240,948
2000
Operating Revenue and Patronage Capital	$	15,646,655	$	13,307,755	$	62,092,062	$	12,999,712	$	68,745,930
Depreciation and Amortization		1,959,462		1,200,492		4,580,392		1,238,079		8,136,360
Other Operating Expenses		12,726,863		10,671,646		51,739,205		10,338,783		57,157,098
Electric Operating Margins		960,330		1,435,617		5,772,465		1,422,850		3,452,472
Other Income		368,829		321,815		1,298,628		420,636		3,448,261
Gross Operating Margins		1,329,159		1,757,432		7,071,093		1,843,486		6,900,733
Interest on Long-Term Debt		834,577		1,268,673		4,326,002		651,839		2,837,668
Other Deductions		35,378		15,698		345,358		9,946		67,285
Net Margins	$	459,204	$	473,061	$	2,399,733	$	1,181,701	$	3,995,780
1999
Operating Revenue and Patronage Capital	$	14,644,377	$	12,697,945	$	60,595,103	$	12,134,376	$	65,095,173
Depreciation and Amortization		1,908,152		1,226,685		4,391,634		1,085,966		7,815,899
Other Operating Expenses		11,920,349		10,249,244		48,348,103		9,853,878		51,785,047
Electric Operating Margins		815,876		1,222,016		7,855,366		1,194,532		5,494,227
Other Income		331,423		314,262		1,577,445		441,970		1,793,171
Gross Operating Margins		1,147,299		1,536,278		9,432,811		1,636,502		7,287,398
Interest on Long-Term Debt		733,564		1,141,861		4,333,116		661,365		2,823,508
Other Deductions		41,955		4,302		72,664		3,653		47,427
Net Margins	$	371,780	$	390,115	$	5,027,031	$	971,484	$	4,416,463

* These figures were compiled from Form 7 Financial and Statistical Reports

S-A-10

TABLE 5—(Continued)

OLD DOMINION ELECTRIC COOPERATIVE

SELECTED STATISTICS OF EACH MEMBER*

(As of December 31)

Mecklenburg		Northern Neck		Northern Virginia		Prince George		Rappahannock		Shenandoah Valley		Southside		Total
$	43,956,650	$	19,982,091	$	220,128,926	$	19,134,492	$	160,993,928	$	57,347,818	$	71,741,291	$	778,248,489
	2,750,493		1,486,783		10,847,594		969,112		11,228,638		4,469,132		5,502,567		53,840,027
	35,460,112		16,603,275		167,655,995		16,713,060		135,359,340		44,337,460		55,566,211		624,285,931
	5,746,045		1,892,033		41,625,337		1,452,320		14,405,950		8,541,226		10,672,513		100,122,531
	890,561		322,633		6,289,786		334,604		2,702,360		968,466		1,078,815		16,021,848
	6,636,606		2,214,666		47,915,123		1,786,924		17,108,310		9,509,692		11,751,328		116,144,379
	2,460,953		863,298		9,464,023		678,862		8,270,752		2,874,588		5,891,903		40,339,782
	196,424		55,191		537,833		66,857		568,847		48,019		83,660		1,773,342
$	3,979,229	$	1,296,177	$	37,913,267	$	1,041,205	$	8,268,711	$	6,587,085	$	5,775,765	$	74,031,255
$	38,861,906	$	17,924,565	$	184,389,898	$	16,362,979	$	142,594,924	$	45,717,541	$	59,227,270	$	677,871,197
	2,668,175		1,894,486		11,130,605		996,970		10,332,017		3,599,265		5,079,389		52,815,692
	32,738,287		15,051,705		145,329,096		14,240,889		117,687,193		37,726,723		47,378,603		552,786,091
	3,455,444		978,374		27,930,197		1,125,120		14,575,714		4,391,553		6,769,278		72,269,414
	568,526		312,264		6,900,703		309,856		2,547,284		928,300		1,056,056		18,481,158
	4,023,970		1,290,638		34,830,900		1,434,976		17,122,998		5,319,853		7,825,334		90,750,572
	2,283,679		852,474		10,071,664		577,877		8,053,535		2,821,390		5,323,929		39,903,307
	97,270		31,690		(44,125)		27,069		197,945		27,104		48,051		858,669
$	1,643,021	$	406,474	$	24,803,361	$	830,030	$	8,871,518	$	2,471,359	$	2,453,354	$	49,988,596
$	37,177,606	$	17,116,169	$	171,082,535	$	14,848,533	$	130,497,233	$	43,472,281	$	54,236,706	$	633,598,037
	3,482,584		2,149,929		10,553,904		796,968		9,502,850		3,415,113		4,808,931		51,138,615
	30,989,960		14,170,618		133,603,682		13,230,558		110,033,767		36,997,999		44,837,970		516,021,175
	2,705,062		795,622		26,924,949		821,007		10,960,616		3,059,169		4,589,805		66,438,247
	594,582		402,109		6,644,552		338,010		3,751,433		1,059,049		1,294,139		18,542,145
	3,299,644		1,197,731		33,569,501		1,159,017		14,712,049		4,118,218		5,883,944		84,980,392
	2,094,928		773,826		10,094,130		474,951		8,154,165		2,365,066		4,875,455		38,525,935
	56,832		20,518		761,734		64,023		246,135		94,513		43,399		1,457,155
$	1,147,884	$	403,387	$	22,713,637	$	620,043	$	6,311,749	$	1,658,639	$	965,090	$	44,997,302

S-A-11

The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 25, 2002

PROSPECTUS

$720,000,000

Old Dominion Electric Cooperative

Debt Securities

We may from time to time sell at one or more times up to an aggregate of $720 million of debt securities. The debt securities may consist of bonds, notes, or other obligations. We will describe the specific terms of each series of debt securities that we offer in supplements to this prospectus. Neither you nor we may use this prospectus to carry out sales of debt securities unless it is accompanied by a prospectus supplement, which will be made available at the time of each offering of debt securities.

You should carefully read this prospectus, any prospectus supplement to this prospectus and all information incorporated by reference in either document before you invest in the debt securities.

INVESTING IN THE DEBT SECURITIES INVOLVES RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 1 FOR MORE INFORMATION.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these debt securities or determined if this prospectus is truthful and complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is            , 2002

TABLE OF CONTENTS

	Page
RISK FACTORS	1
ABOUT THIS PROSPECTUS	5
OLD DOMINION ELECTRIC COOPERATIVE	5
WHERE TO FIND MORE INFORMATION ABOUT OLD DOMINION ELECTRIC COOPERATIVE	5
INCORPORATION OF INFORMATION WE FILE WITH THE SEC	6
USE OF PROCEEDS	6
CAUTION REGARDING FORWARD LOOKING STATEMENTS	6
FINANCIAL RATIOS	7
DESCRIPTION OF THE DEBT SECURITIES	8
PLAN OF DISTRIBUTION	25
LEGAL OPINIONS	25
EXPERTS	25

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RISK FACTORS

AN INVESTMENT IN THE DEBT SECURITIES INVOLVES RISKS. YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AS WELL AS OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND THE INFORMATION INCORPORATED BY REFERENCE IN THOSE DOCUMENTS BEFORE PURCHASING ANY DEBT SECURITIES. WE CONSIDER THESE RISKS TO BE MATERIAL TO YOUR DECISION WHETHER TO INVEST IN THE DEBT SECURITIES AT THIS TIME. YOU MAY VIEW RISKS DIFFERENTLY THAN WE DO AND WE MAY OMIT A RISK THAT WE CONSIDER IMMATERIAL BUT YOU CONSIDER IMPORTANT. AN ADVERSE OUTCOME OF ANY OF THE FOLLOWING RISKS COULD MATERIALLY AFFECT OUR BUSINESS OR FINANCIAL CONDITION AND CAUSE THE VALUE OF YOUR INVESTMENT IN THE DEBT SECURITIES TO DECLINE.

We rely heavily on purchases of energy from other power suppliers.

We supply our member distribution cooperatives with all of their power, that is capacity and energy, requirements. Our costs to provide this capacity and energy are passed through to our member distribution cooperatives under our wholesale power contracts with them. We obtain the power to serve their requirements from generating facilities in which we have an interest and purchases of power from other power suppliers.

Historically, our power supply strategy has relied heavily on purchases of energy from other power suppliers. In 2001, we purchased approximately 49.9% of our member distribution cooperatives’ energy requirements. These purchases consisted of a combination of purchases under long-term contracts and market purchases of energy in the forward, short-term and spot markets. We expect our reliance on market energy purchases to continue for the indefinite future. While we currently are constructing three combustion turbine facilities in Maryland and Virginia, we anticipate that these facilities will provide only about 10% of our energy requirements upon commercial operation. Our reliance on these purchases also could increase because the operation of our generation facilities is subject to many risks, including the shutdown of our facilities or breakdown or failure of equipment.

Purchasing power in the market helps us mitigate high fixed costs relating to the ownership of generating facilities but exposes us, and consequently our member distribution cooperatives, to significant market price risk because energy prices can fluctuate substantially over short periods of time. When we enter into long-term power purchase contracts or agree to purchase energy at a date in the future, we rely on models based on our judgments and assumptions of factors such as future demand for market prices of energy and the price of commodities, such as natural gas, used to generate electricity. Although we have engaged ACES Power Marketing LLC, an energy trading and risk management company called APM, to assist us in developing strategies to meet our power requirements in the most economical manner, our models become less reliable the further into the future that the estimates are made. As a result, we may purchase energy at a price which is higher than our member distribution cooperatives’ competitors’ costs of generating energy or future market prices of energy.

Counterparties under power purchase arrangements may fail to perform their obligations to us.

Because we rely heavily on the purchase of energy from other power suppliers, we are exposed to the risk that counterparties will default in performance of their obligations to us. While we utilize APM to assist us in analyzing default risks of counterparties and other credit issues related to these purchases, defaults may still occur. Defaults may take the form of failure to physically deliver the purchased energy. If this occurs, we may be forced to enter into alternative contractual arrangements or purchase energy in the forward, short-term or spot markets at then-current market prices that may exceed the prices previously agreed to with the defaulting counterparty.

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Our member distribution cooperatives are now or will be subject to market competition.

Virginia, Maryland and Delaware each have deregulated the power component of electric service. In general, these states’ restructuring legislation permits our member distribution cooperatives’ customers to purchase electricity from an alternate supplier while our member distribution cooperatives continue to provide distribution services to consumers of electricity located in their certificated service territories. The percentage of our member distribution cooperatives’ customers that can choose an alternate power supplier is approximately 45.7% today. This percentage will increase to approximately 99.7% by January 1, 2004. To date, no customer of our member distribution cooperatives has selected an alternate supplier of power.

To facilitate the implementation of retail competition, the restructuring legislation in all three states requires each member distribution cooperative to cap the bundled rates (consisting of power, transmission and distribution components and, in some cases, a competitive transition charge) that it charges customers in its certificated service territory during a specified transition period. During this period, a member distribution cooperative will incur losses if its costs, including its cost for power purchased from us, are greater than the applicable capped rate for power it is able to charge its customers. In Virginia, our member distribution cooperatives may, however, recover costs related to the purchase of energy from us outside of their capped rates. These members constituted approximately 81.4% of our energy sales in 2001. See “MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—Future Issues—Competition and Changing Regulations” in Part I, Item 7 of our Annual Report on Form 10-K, as amended, for the year ended December 31, 2001.

Following the introduction of retail competition, if the amount we charge our member distribution cooperatives for energy under the wholesale power contracts is not competitive with prevailing market energy prices, the member distribution cooperatives may become less competitive relative to other power suppliers and their customers may switch to alternate suppliers of electricity. Operating successfully in this new market-based, competitive environment requires different skills and expertise than those required in a fully-regulated market. Our members have limited operating history in this new environment. If a member distribution cooperative experiences significant financial losses, it may have difficulty performing its obligations to us under its wholesale power contract.

Our largest member is seeking to amend its wholesale power contract with us.

Northern Virginia Electric Cooperative ("Northern Virginia") is our largest member and accounted for 26.6% of our revenues in the year ended December 31, 2001. We have been negotiating with Northern Virginia with respect to possible amendments to Northern Virginia's wholesale power contract with us. The negotiations have centered around changing the nature of the contract from an all-requirements contract to a contract under which Northern Virginia would take a percentage of our share of the output of the North Anna Nuclear Power Station ("North Anna"), the Clover Power Station ("Clover") and our three combustion turbine facilities under development or construction and pay its share of our costs relating to these resources and the provision of services under the amended contract. In May 2001, our board of directors adopted a resolution stating that it would not approve any amendments to the wholesale power contract with a member distribution cooperative that could materially adversely affect our financial condition or cause us to fail to maintain our existing credit ratings. If any amendment is approved for Northern Virginia similar terms for the provision of power would be offered to all of our other member distribution cooperatives.

We received a letter, dated November 19, 2002, from the President and CEO of Northern Virginia stating that the Northern Virginia board of directors took formal action on November 18, 2002 directing the Northern Virginia CEO to communicate to us that Northern Virginia will make one final attempt to reach an acceptable conclusion to the negotiations on amending the wholesale power contract and authorizing the CEO to pursue recourse before an appropriate decision-making body if the following milestones are not met: (1) the parties reach an agreement on the fundamental principles for the amended agreement no later than January 15, 2003; and (2) the parties complete the final amended wholesale power contract and present it to their respective boards for approval no later than February 28, 2003.

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Northern Virginia previously told us, and has confirmed to us subsequent to the November 19th letter, that: (1) if the negotiation of an amendment to its wholesale power contract is not successful, it may bring an action before the Federal Energy Regulatory Commission or the Virginia State Corporation Commission seeking a reformation of the contract along the lines being negotiated; (2) it would base its requested reformation on changes in circumstances since the execution of the wholesale power contract; (3) it would not seek to be relieved of its obligation to buy power from us equal to its share of North Anna, Clover and the combustion turbine facilities; and (4) it would not seek to be relieved of its obligation to pay its share of the costs of those generating facilities, including debt service, lease rentals, operation and maintenance expenses, coverage and other costs and expenses related to the facilities or properly allocable to the services provided by us to it. See "OLD DOMINION ELECTRIC COOPERATIVE-Member Distribution Cooperatives-Wholesale Power Contracts" in Part I, Item 1 of our Annual Report on Form 10-K, as amended, for the year ending December 31, 2001.

We intend to continue negotiating with Northern Virginia to resolve this matter. However, we do not believe that the milestones set forth in the November 19th letter can be met. While we cannot predict the outcome of any proceeding relating to this matter, we continue to believe that no reformation of our wholesale power contract with Northern Virginia is justified and intend to take all actions necessary to assure that there is no change to the wholesale power contract that adversely affects our financial condition.

Failure to maintain our tax-exempt status could result in significant tax liabilities.

To maintain our tax-exempt status under the Internal Revenue Code, as amended, we must receive at least 85% of our gross receipts from our members. Currently, we have significant non-member receipts, including investment interest, income on the decommissioning fund for North Anna and interest from deposits associated with two long-term lease transactions related to our 50% interest in Clover, a two unit coal-fired generating facility. If in any given year, our members receipts are less than 85% of our gross receipts, we would become a taxable entity for that year and our resulting tax liability could be significant.

Our ability to maintain our tax-exempt status is dependent upon many factors. Several of these factors are outside our control, such as the effect of weather on power sales and interest rates. In addition, a decrease in member revenues resulting from the effect of retail competition also could cause us to lose our tax-exempt status. We regularly monitor the level of our non-member gross receipts to assist us in taking actions to preserve our tax-exempt status. Our member receipts in each year have been in excess of 85% of our total gross receipts.

We are subject to risks associated with owning an interest in a nuclear generating facility.

We have an 11.6% undivided ownership interest in North Anna, a two unit nuclear generating facility, which provided approximately 15.7% of our energy requirements in 2001. Ownership of an interest in a nuclear generating facility involves risks, including:

• potential liabilities relating to harmful effects on the environment and human health resulting from the operation of the facility and the storage, handling and disposal of radioactive materials;

• significant capital expenditures relating to maintenance, operation and repair of the facility, including repairs required by the Nuclear Regulatory Commission;

• limitations on the amounts and types of insurance commercially available to cover losses that might arise in connection with operation of the facility; and

• uncertainties regarding the technological and financial aspects of decommissioning a nuclear plant at the end of its licensed life.

The Nuclear Regulatory Commission has broad authority under federal law to impose licensing and safety-related requirements for the operation of North Anna. If the facility is not in compliance, the Nuclear Regulatory Commission may impose fines or shut down one or both units until compliance is achieved or both depending upon its assessment of the situation. Revised safety requirements issued by the Nuclear Regulatory Commission have, in the past, necessitated substantial capital expenditures at other nuclear generating facilities. In addition, although we have no reason to anticipate a serious nuclear incident at North Anna, if an incident did occur, it could have a material but presently undeterminable adverse effect on our operations or financial condition. Further, any unexpected shut down at North Anna as a result of regulatory non-compliance or unexpected maintenance will

3

require us to purchase replacement energy. We can buy this replacement power either from Virginia Power or the market. The price of any replacement energy purchased from Virginia Power equals the average price of energy produced at predetermined Virginia Power-owned combustion turbine facilities. These costs currently are higher than the price of energy that we otherwise could purchase in the market. As a result, we likely would replace energy previously expected to be provided by North Anna with purchases of energy in the market that could be significantly higher than the cost of energy generated by North Anna.

The development and construction of our combustion turbine facilities are subject to risks.

We currently are constructing three combustion turbine facilities in Maryland and Virginia. We face risks in the development and construction of these facilities, including:

• equipment and material supply interruptions;

• unforeseen engineering, environmental and geological problems;

• unanticipated cost overruns; and

• delays or increased costs to interconnect our facilities to transmission grids.

Insurance, warranties or performance guarantees may not be adequate to cover lost revenues or increased costs resulting from the occurrence of these events, including unanticipated capital expenditures and the cost of replacement capacity and energy we may be forced to purchase from the market if the facilities are not operational by the dates contemplated.

We are subject to rapid changes in the financial markets which could negatively impact our ability to access capital.

Recently, the financial markets have been subject to significant instability based on national and international events, including events in the energy industry. As a result, financial markets have constrained the ability of many businesses, especially energy businesses, to, at least temporarily, access capital. As part of our plan of finance for the construction of the combustion turbine facilities, we anticipate issuing additional debt securities under our Indenture. If our ability to access the capital markets becomes significantly constrained, our interest costs will likely increase and our financial condition and future results of operations could be significantly harmed.

Adverse changes in our credit ratings could negatively impact our ability to access capital and may require us to provide credit support for some of our obligations.

Changes in our credit ratings also could effect our ability to access capital. Standard & Poor’s Ratings Services (“S&P”), Moody’s Investors Service (“Moody’s”) and Fitch, Inc. currently rate our outstanding obligations issued under the Indenture at A+ (outlook stable), A3 (outlook negative) and A (outlook stable), respectively. If these agencies were to downgrade our ratings, particularly below investment grade, our borrowing costs could increase materially. In addition, we likely would be required to pay a higher interest rate in future financings, and our potential pool of investors and funding sources could decrease. In addition, in limited circumstances, we have obligations to provide credit support if our obligations issued under the Indenture are rated below specified thresholds by S&P and Moody’s. These circumstances relate to our sale and leaseback of our interest in pollution control facilities at Clover, our lease and leaseback of our undivided interest in Clover Unit 1 and some of our purchases of power in the market.

Under the sale and leaseback of our interest in pollution control facilities at Clover, we must provide support in the form of cash, letter of credit, guarantee, or other collateral satisfactory to the lessor within 90 days after the obligations issued under the Indenture are rated less than investment grade (that is, “BBB-” by S&P or “Baa3” by Moody’s). At September 30, 2002, the maximum amount of collateral we could have been required to provide under this provision was approximately $3.5 million.

4

In connection with the lease and leaseback of our undivided interest in Clover Unit 1, we agreed to deliver a letter of credit to the institutional investor party to the lease within 90 days after our obligations under the Indenture are rated less than a specified minimum rating. This minimum rating is “A-” by S&P or “A3” by Moody’s provided that our Moody’s rating may fall to “Baal” if at that time our S&P rating is “A” or better and there is no public announcement of negative ratings implications by either S&P or Moody’s. If our ratings had been below this minimum rating at September 30, 2002, we would have been required to provide a letter of credit in the amount of approximately $51.9 million.

In addition, like many other utilities, we purchase power in the market pursuant to a form master power purchase and sale agreement prepared by the Edison Electric Institute, a utility industry association. The form contract is intended to standardize the terms and conditions of purchases of power in the market. At September 30, 2002, we were party to 17 agreements based on this form and one other power purchase agreement obligating us to provide collateral if our ratings fell below specified thresholds. Collectively, at September 30, 2002, if the ratings by S&P and Moody’s of our obligations issued under the Indenture fell below investment grade, we would have been obligated to provide credit support in the amount of approximately $23.3 million. This calculation is based on energy prices on September 30, 2002. Depending on how large the difference is between the price of power under the contracts and the price of power in the market at the time of calculation, this amount could increase or decrease accordingly.

To the extent that we would have to provide additional credit support as a result of a downgrade in our credit ratings, our ability to access additional credit may be limited and our liquidity, including our ability to service our outstanding indebtedness, may be materially impaired.

Environmental Regulation May Limit Our Operations

We are required to comply with numerous federal, state and local laws and regulations relating to the protection of the environment. These laws and regulations change constantly. While we believe that we have obtained all material environmental-related approvals currently required to own and operate our facilities or that these approvals have been applied for and will be issued in a timely manner, we may incur significant additional costs because of compliance with these requirements. Failure to comply with environmental laws and regulations could have a material effect on us, including potential civil or criminal liability and the imposition of fines or expenditures of funds to bring our facilities into compliance. Delay in obtaining or failure to obtain and maintain in effect any environmental approvals, or delay or failure to satisfy any applicable environmental regulatory requirements, could impact construction of the combustion turbine facilities, operation of our existing facilities or sale of energy from these facilities or could result in significant additional cost to us.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission utilizing a shelf registration process. Under this shelf process, we may sell the debt securities described in this prospectus in one or more offerings up to a total dollar amount of $720,000,000. This prospectus provides you with a general description of the debt securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement also may add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under “WHERE TO FIND MORE INFORMATION ABOUT OLD DOMINION ELECTRIC COOPERATIVE” before you invest in the debt securities.

OLD DOMINION ELECTRIC COOPERATIVE

We were formed in 1948 as a not-for-profit power supply cooperative. We provide wholesale electric services to our members on a cost-effective basis. Our members include twelve customer-owned electric

5

distribution cooperatives that sell electric services to retail customers in portions of Virginia, Maryland, Delaware and West Virginia. In 2001, these members provided retail electric service to more than 449,000 electric customers (meters) representing approximately 1.1 million people. We also sell power to another member, TEC Trading, Inc., which is owned by our member distribution cooperatives.

Our principal office is located at 4201 Dominion Boulevard, Glen Allen, Virginia 23060. Our telephone number is (804) 747-0592.

WHERE TO FIND MORE INFORMATION ABOUT

OLD DOMINION ELECTRIC COOPERATIVE

We file annual, quarterly and current reports and other information with the Securities and Exchange Commission. You may read and copy any document that we file with the SEC at the SEC’s public reference room at 450 West Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. You also may access our SEC filings on the SEC’s website at http://www.sec.gov.

INCORPORATION OF INFORMATION WE FILE WITH THE SEC

The Securities and Exchange Commission allows us to “incorporate by reference” into this prospectus the information in documents we file with them, which means that we can disclose important information to you by referring you directly to those documents. The information incorporated by reference is considered to be a part of this prospectus, and later information that we file with the SEC automatically will update and supersede the information contained in this prospectus. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act until we sell all of the debt securities we are offering:

• Our Annual Report on Form 10-K, as amended, for the year ended December 31, 2001;

• Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2002;

• Our Quarterly Report on Form 10-Q, as amended, for the quarter ended June 30, 2002;

• Our Current Report on Form 8-K dated October 9, 2002;

• Our Quarterly Report on Form 10-Q, as amended, for the quarter ended September 30, 2002; and

• Our Current Report on Form 8-K dated November 25, 2002.

You may request a free copy of any of these filings by writing or telephoning us at:

Old Dominion Electric Cooperative

4201 Dominion Boulevard

Glen Allen, Virginia 23060

Attn: Assistant Vice President and Controller

Telephone: (804) 747-0592

You should rely only on the information explicitly incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with different information. We are not making an offer of these debt securities in any state where the offer is not permitted. You should not assume that the information in this prospectus, any prospectus supplement or any information incorporated by reference in either document is accurate as of any date other than the date of that information.

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USE OF PROCEEDS

Unless we indicate otherwise in the prospectus supplement accompanying this prospectus, we will use the net proceeds we receive from the sale of the debt securities for general corporate purposes. These purposes may include the repayment or refinancing of long-term or short-term indebtedness, capital expenditures and working capital. The net proceeds may be invested temporarily until they are used for their intended purposes.

CAUTION REGARDING FORWARD LOOKING STATEMENTS

This prospectus, a prospectus supplement accompanying this prospectus and information incorporated by reference in either document may contain forward-looking statements regarding matters that could have an impact on our business, financial condition and future operations. These statements, based on our expectations and estimates, are not guarantees of future performance and are subject to risks, uncertainties, and other factors that could cause actual events or results to differ materially from those expressed in the forward-looking statements. These risks, uncertainties, and other factors include, but are not limited to, general business conditions, increased competition in the electric utility industry, changes in our tax status, demand for power, federal and state legislative and regulatory actions and legal and administrative proceedings, and unanticipated changes in operating expenses and capital expenditures. Any forward-looking statement speaks only as of the date on which the statement is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which the statement is made even if new information becomes available or other events occur in the future.

FINANCIAL RATIOS

Our earnings to fixed charges ratio, margins for interest ratio and equity ratio are set forth below for the periods indicated. We establish the rates we charge our member distribution cooperatives to achieve a margins for interest ratio at least equal to the ratio required in our Indenture of Mortgage and Deed of Trust, dated May 1, 1992, as supplemented and amended (the “Existing Indenture”). See “DESCRIPTION OF THE DEBT SECURITIES—Rate Covenant.” We do not take the ratio of earnings to fixed charges or the equity ratio into account in setting our rates. Our ratio of earnings to fixed charges and our equity ratio are less than that of many investor-owned utilities because we operate on a not-for-profit basis and establish rates to collect sufficient revenue to recover our cost of service and produce margins sufficient to meet financial coverage requirements and accumulate additional equity required by our board of directors.

	Nine Months Ended September 30, 2002	Year Ended December 31,
		2001		2000		1999		1998		1997
Margins for interest ratio	1.20	1.20		1.20		1.20		1.20		1.20
Ratio of earnings to fixed charges	0.97	1.14		1.16		1.16		1.17		1.17
Equity ratio	27.1%	26.5	%	33.3	%	29.8	%	26.1	%	24.6	%

We calculate the margins for interest ratio by dividing our margins for interest by our interest charges. See “DESCRIPTION OF THE DEBT SECURITIES—Rate Covenant” for a description of calculation of margins for interest and interest charges under our Existing Indenture.

We calculate the ratio of earnings to fixed charges by dividing our earnings (net margins plus fixed charges reduced by interest capitalized during the period) by our fixed charges. Our fixed charges consist of all of our interest costs, whether expensed or capitalized, amortization of debt issue costs and discount or premium related to our indebtedness, and the interest portion of our rent expense.

Our equity ratio equals our patronage capital divided by the sum of our long-term indebtedness and patronage capital. Patronage capital consists of our aggregate net margins that we have not distributed to our members.

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DESCRIPTION OF THE DEBT SECURITIES

The debt securities covered by this prospectus will be issued in the form of bonds under the Existing Indenture or the Amended Indenture referred to below or in the form of bonds, notes or other obligations under the Restated Indenture referred to below. SunTrust Bank, as successor to Crestar Bank, currently acts as trustee under these indentures.

Changes to the Existing Indenture

In 2001, we entered into a supplemental indenture to the Existing Indenture that contained provisions which, when they become effective, will (1) first amend the Existing Indenture by modifying several covenants of Old Dominion and other provisions of the Existing Indenture described below, and (2) then further amend and restate the Existing Indenture to reflect the prior amendments and release the lien of the Existing Indenture on Old Dominion’s property. In this prospectus, we refer to the Existing Indenture as amended by the first amendments as the “Amended Indenture” and the Amended Indenture as amended and restated as the “Restated Indenture.”

Amended Indenture

Each of the amendments to the Existing Indenture contained in the Amended Indenture are summarized below and include modification of the covenant obligating us to establish and collect rates at a specified level, and modification of restrictions on the issuance of additional bonds and distributions to our members. The amendments also eliminate covenants restricting our investments and short-term indebtedness and the obligation to fund reserves known as a depreciation deposits.

The Amended Indenture will become effective when a majority of the holders of obligations outstanding under the Existing Indenture consent to the amendments. As of the date of this prospectus, we have received consents constituting approximately 41.7% in aggregate principal amount of the outstanding obligations under the Existing Indenture. Upon the first issuance of debt securities and the delivery of a consent by the underwriters of those debt securities, as the initial registered holder of those debt securities, we anticipate that the Amended Indenture will become effective.

Restated Indenture

The Restated Indenture, pursuant to which we may issue various series of debt securities issued in the form of bonds, notes, and other obligations (other than subordinated debt), will become effective when all obligations under the Existing Indenture issued prior to September 1, 2001 cease to be outstanding or when the holders of those obligations consent to the release of the lien of the Existing Indenture or the Amended Indenture, as the case may be, and the effectiveness of the Restated Indenture (the “Release Date”). After the Release Date, the debt securities will be unsecured general obligations, ranking equally and ratably with our other unsecured and unsubordinated obligations, subject to some exceptions. See “Security for Payment of the Obligations Prior to Release Date; Conversion to Unsecured Obligations on Release Date” below.

The earliest date we expect the Restated Indenture may become effective is December 1, 2003. On that date, we expect to redeem a series of bonds issued under the Existing Indenture in 1993. After this redemption, only one bond, a bond issued in 1996 which matures in 2018, under the Existing Indenture issued prior to September 1, 2001 will remain outstanding. We have not obtained the consent of the holder of the 1996 bond to the release of the lien of the Existing Indenture or the Amended Indenture, as applicable, on December 1, 2003 but we expect to do so prior to that date. The Restated Indenture would become effective at that time as long as the prior consent of the holder of the 1996 bond is obtained and no event of default existed under the Indenture or would occur immediately following the effectiveness of the Restated Indenture.

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Amendments to Definitions of Interest Charges in the Indenture

We are seeking amendments to the Indenture to change the definition of interest charges to more closely reflect the way interest charges are calculated under our formulary rate, which is the basis for our charges to our member distribution cooperatives. The Indenture requires the calculation of interest charges for purposes of a covenant regarding the establishment of rates and a coverage test for purposes of issuing additional indebtedness.

The amendments provide that interest charges under the Existing Indenture or the Amended Indenture will equal our total interest charges (other than capitalized interest) related to (1) all obligations under the Indenture, (2) indebtedness secured by a lien equal or prior to the lien of the Indenture, and (3) obligations secured by liens created or assumed in connection with a tax-exempt financing for the acquisition or construction of property used by us, in each case including amortization of debt discount and expense or premium.

The amendments also will amend the definition of interest charges under the Restated Indenture to define interest charges as our total interest charges (other than capitalized interest) related to all obligations under the Restated Indenture and all of our other obligations (other than subordinated indebtedness) to repay borrowed money or the deferred purchase price of property or services, including amortization of debt discount and expense or premium on issuance, but excluding the interest charges on indebtedness attributed to any capitalized lease or similar agreement.

These amendments will become effective when a majority of the holders of obligations outstanding under the Indenture consent to the amendments. Upon the first issuance of debt securities and the delivery of a consent by the underwriters, as the initial registered holders of those debt securities, we anticipate that the amendments will become effective.

Indenture

When we refer to the “Indenture” in this prospectus, we mean the Existing Indenture, the Amended Indenture or the Restated Indenture, whichever is in effect. Obligations of all series which have been or may be issued under the Indenture, including those issued pursuant to this prospectus or any related prospectus supplement may be referred to as “Obligations.”

The following summary of some of the provisions of the Indenture do not purport to be complete and is subject to, and qualified in its entirety by reference to, all of the provisions of the Indenture, including the definitions of terms. Some defined terms in the Indenture are used in this summary without capitalization; those terms have the meanings given to them in the Indenture. The Existing Indenture, the 2001 supplemental indenture containing the amendments set forth in the Amended Indenture and the Restated Indenture, each are filed with the Securities and Exchange Commission. See “WHERE TO FIND MORE INFORMATION ABOUT OLD DOMINION ELECTRIC COOPERATIVE” for information on how to obtain a copy. You may also obtain a copy of the Existing Indenture, the 2001 supplemental indenture or the Restated Indenture from the trustee or from us.

Specific Terms of Each Series

Each time that we offer a series of debt securities related to this prospectus, we will specify the particular amount, price and other terms of those debt securities in a prospectus supplement. These terms may include:

• the title of the series of debt securities and whether they will be issued pursuant to the Existing Indenture, the Amended Indenture or the Restated Indenture;

• the date or dates on which the principal of and premium, if any, on the series of debt securities will be payable;

• the interest rate or rates on the series of debt securities and the date from which that interest will accrue;

• the dates on which we will pay interest on the series of debt securities and the regular record date for determining who is entitled to the interest payable on any interest payment date;

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• the place or places where principal of and premium, if any, and interest on the series of debt securities will be payable;

• any redemption dates, prices, obligations and restrictions on the series of debt securities;

• any sinking fund or other provisions that would obligate us to repurchase or otherwise redeem the series of debt securities;

• the denominations in which the series of debt securities will be issued;

• the portion of the principal amount of the series of debt securities that is payable on the declaration of acceleration of the maturity;

• the applicable overdue rate if other than the interest rate stated in the title of the series of debt securities;

• any modifications of or additions to the events of default in the Indenture for the series;

• if the amount of principal of and premium or interest on any series of debt securities may be determined by reference to an index based on either a currency other than that in which that series of debt securities are payable or any other method specifying the manner in which these amounts will be determined;

• whether and to what extent any other means of satisfaction and discharge, which is sometimes referred to as “defeasance” will be applicable to the series of debt securities other than as described below under “Defeasance”;

• if the series of debt securities are to be issued in the form of one or more securities and, if so, the identity of the depository or depositaries of the debt security;

• if the series of debt securities are to be insured; and

• any other specific terms of the series of debt securities.

General

Until the Release Date, the debt securities will be secured by a first lien on substantially all of our tangible and some of our intangible properties equally and ratably with all other Obligations issued under the Existing Indenture or the Amended Indenture. On the Release Date, the debt securities will become unsecured general obligations, ranking equally and ratably with all of our other unsecured and unsubordinated obligations, subject to some exceptions described below.

If interest on the debt securities is not punctually paid or duly provided for, we may pay that amount instead to each registered holder of the debt securities on a special record date not more than 15 nor less than 10 days prior to the date of the proposed payment. We will pay principal of, and premium (if any) and interest on the debt securities to the registered holder. If the debt securities are held in book-entry form, we will pay interest to the depository. In addition, if the debt securities are held in book-entry form, transfer of interests in the debt securities will be effected through the depository.

Under the Existing Indenture, we use accounting requirements in effect on the date of determination or computation. Under the Amended Indenture or the Restated Indenture, for purposes of determinations or computations relating to the Obligations, we will use accounting requirements as are in use in the United States at the time of the determination of any computation required or permitted under the Amended Indenture or the Restated Indenture, or, at our option, those requirements or determinations in use on the date of the Amended Indenture or the Restated Indenture.

Rate Covenant

Until the first to occur of the Amendment Date or the Release Date, subject to any necessary approval or determination of any regulatory or judicial authority with jurisdiction over our rates (which include rents,

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charges, fees and other compensation), the Existing Indenture requires us to establish and collect rates for the use or the sale of the output, capacity or service of our electric generation, transmission and distribution system which are reasonably expected to yield margins for interest for the 12-month period commencing with the effective date of the rates equal to at least 1.20 times total interest charges during that 12-month period. The Existing Indenture requires the rates to produce moneys sufficient to enable us to comply with all covenants under the Existing Indenture.

Margins for interest under the Existing Indenture equal the total of net margins plus total interest charges and income tax accruals for the applicable period less:

• the amount, if any, by which non-operating margins (other than interest earnings on investments held by the trustee or on investments held by any trustee for the purpose of decommissioning or dismantling any of our assets) included in our net margins exceeds 60% of net margins for that period; and

• the net earnings or losses of property with a fair value in excess of $25,000 released from the lien of the Existing Indenture during that period or thereafter.

If we acquire any property during the period for which margins for interest is being calculated, or we will acquire with the proceeds of the Obligations being issued any property which was, during the 6-month period prior to our acquisition, if any, used in a business similar to ours, then, the computation of margins for interest will include the net operating earnings or net operating losses of that property for the entire 12-month period. The calculation of margins for interest also will be adjusted if an independent engineer of favorable national repute determines that efficiencies, inefficiencies or other effects likely to result from the acquisition are significant enough to render the historical performance of the separate properties an inaccurate indicator of the future performance of the combined properties. This additional adjustment will take into account the efficiencies, inefficiencies or other effects to the extent determined by the independent engineer. Under the Existing Indenture, in calculating margins for interest, we factor in any item of net margin, loss, income, gain, earnings or profits of any of our subsidiaries, regardless if we have received those net margins or gains as a dividend or other distribution from the subsidiary or if we have made payment with respect to the losses or expenses.

Interest charges under the Existing Indenture equal our total interest charges (whether capitalized or expensed) on (1) all Obligations under the Existing Indenture, (2) indebtedness secured by a lien equal or prior to the lien of the Existing Indenture, and (3) obligations secured by liens created or assumed in connection with a tax-exempt financing for the acquisition or construction of property used by us, in each case including amortization of debt discount and expense or premium. See “Changes to the Existing Indenture—Amendments to the Definitions of Interest Charges in the Indenture” for a discussion of amendments to the definition of interest charges in the Existing Indenture.

Promptly upon any material change in the circumstances which were contemplated at the time the rates were most recently reviewed, but not less than once every 12 months, we will review the rates and, subject to any necessary regulatory approval, promptly establish or revise the rates as necessary to obtain the required margins for interest and produce moneys sufficient to enable us to comply with our other covenants under the Indenture. Our failure to actually achieve a 1.20 margins for interest ratio will not itself constitute an event of default under the Existing Indenture. A failure to establish rates reasonably expected to achieve a 1.20 margins for interest ratio, will be an event of default if that failure continues for 45 days after we receive notice of the failure from either the trustee or the holders of 10% of the Obligations outstanding, unless the failure results from our inability to obtain regulatory approval.

The Existing Indenture prohibits us from furnishing or supplying any use, output, capacity or service of our system with respect to which a charge is regularly or customarily made, free of charge to any person or entity. In addition, we must use commercially reasonable efforts prior to the earlier of the Amendment Date or the Release Date to enforce the payment of all moneys that are owed to us.

After the earlier of the Amendment Date or the Release Date, the Amended Indenture or the Restated Indenture will require us, subject to any necessary approval or determination of any regulatory or judicial authority with jurisdiction, to establish and collect rates reasonably expected to yield margins for interest for each

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fiscal year equal to 1.10 times total interest charges for the fiscal year. The Amended Indenture and the Restated Indenture require these amounts, together with other moneys available to us, to provide moneys sufficient for us to remain in compliance with the Amended Indenture or the Restated Indenture. Interest charges under the Amended Indenture are calculated in the same manner as under the Existing Indenture with the exclusion of capitalized interest. Interest charges under the Restated Indenture equal interest charges (other than capitalized interest) on all Obligations under the Indenture and all of our other obligations (other than subordinated indebtedness) to repay borrowed money or the deferred purchase price of property or services, including amortization of debt discount and premium on issuance, but excluding the interest charges on indebtedness attributed to any capitalized lease or similar agreement. See “Changes to the Existing Indenture—Amendments to Definitions of Interest Charges in the Indenture” for a discussion of amendments to the definition of interest charges in the Amended Indenture and the Restated Indenture. After the earlier of the Amendment Date or the Release Date, margins for interest will equal the sum of:

• our net margins;

• plus revenues that are subject to refund at a later date which were deducted in the determination of net margins;

• plus non-recurring charges that may have been deducted in determining net margins;

• plus total interest charges (calculated as described above); and

• plus income tax accruals imposed on income after deduction of total interest for the applicable period.

In calculating margins for interest under the Amended Indenture and the Restated Indenture, we factor in any item of net margin, loss, income, gain, earnings or profits of any of our affiliates or subsidiaries, only if we have received those amounts as a dividend or other distribution from the affiliate or subsidiary or if we have made a contribution to, or payment under a guarantee or like agreement for an obligation of, the affiliate or subsidiary. Any amounts that we are required to refund in subsequent years do not reduce margins for interest as calculated under the Amended Indenture or the Restated Indenture for the year the refund is paid. As under the Existing Indenture, the failure to achieve the margins for interest ratio will not itself result in an event of default. We must, however, review our rates at least annually and promptly revise them to comply with the margins for interest covenant subject to any necessary regulatory approvals. A failure to establish rates reasonably expected to achieve a 1.10 margins for interest ratio will be an event of default under the Amended Indenture and the Restated Indenture if that failure continues for 45 days after we receive notice of this failure from either the trustee or the holders of 10% of the Obligations outstanding, unless this failure results from our inability to obtain regulatory approval to revise our rates.

Security for Payment of the Obligations Prior to Release Date; Conversion to Unsecured Obligations on Release Date

Until the Release Date, the debt securities will be secured equally and ratably with all other Obligations issued under the Existing Indenture or the Amended Indenture by a first lien on substantially all of our tangible and some of our intangible properties, including our generation, transmission and distribution properties and some of our contracts relating to the purchase, sale or transmission of electricity of three years or more in duration or to the ownership, operation or maintenance of electric generation, transmission or distribution facilities, excluding excepted property.

Excepted property as defined in the Existing Indenture or the Amended Indenture includes among other things:

• cash on hand or in banks (other than moneys deposited with the trustee under the terms of the Existing Indenture or the Amended Indenture);

• contracts and contract rights not specifically subject to the lien of the Existing Indenture or the Amended Indenture;

• instruments and specified securities (other than those required to be deposited with the trustee);

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• patents and trademarks;

• the right to bring an action or enforce a judgment;

• transportation equipment (including vehicles, vessels and barges);

• office furniture, equipment and supplies and data processing, accounting and other computer equipment, software and supplies and leases for office purposes;

• other leases for an original term of less than five years;

• specified nonassignable permits and licenses;

• timber, oil, gas, coal, ore and other minerals and all electric energy generated; and

• our interest in other property in which a security interest cannot legally be perfected.

Our title to the mortgaged property and the lien of the Existing Indenture or the Amended Indenture are subject to permitted encumbrances, which may include, among other things, identified restrictions, exceptions, reservations, conditions and limitations existing on the mortgaged property on the date the Existing Indenture was recorded; reservations in U.S. patents; non-delinquent or contested tax, mechanics’, materialmen’s or contractors’ liens; local improvement district assessments; leases for a term of not more than two years; specified easements; the undivided interests of other owners or liens on those undivided interests, and the rights of those owners in property they own with us; the pledge of current assets (other than accounts receivable) to secure current liabilities; specified liens related to the issuance of tax-exempt debt instruments for the acquisition or construction of property; the pledge or assignment of accounts receivable or conditional sales contracts in connection with the sale of power so long as, on the date of the sale, no event of default under the Existing Indenture or the Amended Indenture then exists; and some leases and reservations and liens for non-delinquent rent or wages.

The lien of the Existing Indenture or the Amended Indenture also is subject to a lien in favor of the trustee to recover amounts owing to the trustee under the Existing Indenture or the Amended Indenture. In addition, our title to the mortgaged property and the lien of the Existing Indenture or the Amended Indenture are subject to other prior rights and encumbrances which we do not believe adversely affect in any material respect our right to use that property to secure the debt securities.

All of our after-acquired property, other than excepted property, is subject to a lien under the Existing Indenture or the Amended Indenture and further subject to:

• specified purchase money and pre-existing liens;

• limitations, in the case of consolidation, merger or sale of substantially all of our assets; and

• recordation of supplements to the Existing Indenture or the Amended Indenture describing that after-acquired property, in the case of real property.

From and after the Release Date, the debt securities, all other Obligations then still outstanding and any other Obligations thereafter issued under the Indenture will be unsecured general obligations and will rank equally and ratably with all of our other unsecured and unsubordinated obligations subject to some exceptions. On the Release Date, any lien or security interest arising under the Existing Indenture or the Amended Indenture will be released and the trustee is required to take any actions reasonably necessary to confirm or give notice of the release and to evidence the reconveyance, re-assignment and transfer to us of all right, title and interest of the trustee in the collateral.

Credit Enhancer

Under the Indenture, any person that unconditionally agrees to provide any undertaking to pay any Obligations to the extent not paid by us, for example an insurer of a series of Obligations or the issuer of a letter

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of credit securing the payment when due of the principal of and interest on a series of Obligations, will be considered a holder of those Obligations for purposes of giving any approval or consent with respect to:

• approving supplemental indentures or other amendments to the Indenture (other than any change which cannot be made without the consent of each holder of an Obligation affected by the change);

• giving any other approval, consent or notice to effect any waiver;

• exercising any remedies; and

• taking any other action that can be taken by the holders of those Obligations.

If that person is in default of performing their undertaking they will not be considered a holder in place of the registered holders of those Obligations.

Release and Substitution of Property Prior to Release Date; Negative Pledge After Release Date

Until the Release Date, provided no event of default exists under the Existing Indenture or the Amended Indenture, property subject to the lien of the Existing Indenture or the Amended Indenture may be released to facilitate the day-to-day operation of our business. Some of these releases may require either:

• a finding by our management that these releases are desirable in the conduct of our business or will not adversely affect in any material respect the security afforded by the Existing Indenture or the Amended Indenture; or

• the substitution of bondable additions, the retirement or defeasance of Obligations or the deposit of cash with the trustee, in each case of equivalent value.

In addition, cash deposited with the trustee as a result of the authentication and delivery of Obligations may be withdrawn against 90.91% of bondable additions or retired or defeased Obligations of equivalent value. Cash deposited with the trustee for other purposes, including releases, may be withdrawn against bondable additions or retired or defeased Obligations of equivalent value and may, at our option, be used for the redemption of Obligations prior to their maturity, at their maturity or for the purchase of Obligations. To the extent that any trust moneys deposited with the trustee consist of the proceeds of insurance upon any part of the mortgaged property, those moneys may be withdrawn to reimburse us for costs to repair, rebuild or replace the destroyed or damaged property.

The lien of the Existing Indenture or the Amended Indenture will be released on the Release Date when the Existing Indenture or the Amended Indenture is superseded by the Restated Indenture. Unless we equally and ratably secure all other then-outstanding Obligations, the Restated Indenture will prohibit us from creating or permitting to exist any mortgage, lien, pledge, charge, security interest or other encumbrance (a “security interest”) of any kind on specified properties for the purpose of securing the repayment of borrowed money or any obligation to pay the deferred purchase price for property or services, except for (1) security interests not exceeding the greater of two percent of our total assets and $10,000,000; and (2) security interests arising by operation of law or those in connection with the lease transactions or commodities trading agreements described below. These specified properties on which a security interest cannot be granted without equally and ratably securing the Obligations consist primarily of our real property, fixtures and tangible personal property that we use in whole or major part in connection with our generating facilities, including all electric production, transmission, or distribution facilities, equipment or property and any plant, structure or other facility for the development, production or storage of fuel or rights with respect to the supply of water. The specified properties do not include:

• cash on hand or in banks (other than moneys deposited with the trustee under the Restated Indenture);

• the right to bring an action or enforce a judgment;

• contracts and contract rights;

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• shares of stock, bonds, notes, repurchase agreements and evidences of indebtedness and other securities;

• patents, trademarks, trade names and other general intangibles;

• transportation vehicles and movable equipment;

• all nuclear fuel and all related accessories and supplies used for that fuel;

• marine equipment and airplanes and all equipment relating thereto;

• office furniture, equipment and supplies and data processing, accounting and other computer equipment, software and supplies and leases for office purposes;

• leasehold interests for office purposes;

• other leases for an original term of less than five years; and

• timber, oil, gas, coal, ore and other minerals and all electric energy generated.

Under the Restated Indenture, the encumbrances resulting from our existing lease transactions or agreements relating to a future sale and leaseback or lease and leaseback transaction or similar transactions or a commodities trading agreement entered into in the ordinary course of business do not constitute security interests requiring the Obligations to be equally and ratably secured with respect to the assets subject to the transactions.

Depreciation Deposits

Until the first to occur of the Amendment Date or the Release Date, the Existing Indenture requires us, on or before July 1 in each year, since July 1, 1993, to deposit (a “Depreciation Deposit”) with the trustee cash in an amount equal to the excess, if any, obtained by subtracting (to the extent not previously subtracted) the aggregate amount of property that we have acquired since April 30, 1992 that is subject to the lien of the Existing Indenture to the date of the Depreciation Deposit, from our depreciation expense on all property subject to the lien of the Existing Indenture for the immediately preceding calendar year. The purpose of Depreciation Deposits was to establish a cash fund that provides additional security if our depreciation expenses exceed the value of bondable additions. Depreciation Deposits and other amounts deposited with the trustee may be withdrawn on the basis of bondable additions of property or retirement or defeasance of Obligations. To date, we have not been required to make, and have not made, any Depreciation Deposits. The Amended Indenture and the Restated Indenture will not require us to make any Depreciation Deposits after the Amendment Date or the Release Date.

Limitations on Issuance of Short-Term Debt

Until the first to occur of the Amendment Date or the Release Date, the Existing Indenture prohibits us from incurring or permitting to be outstanding any indebtedness (other than trade payables) with an original maturity of less than one year or which is redeemable at the option of the holder within one year from the date of original issuance, if, after giving effect thereto, the outstanding principal amount of that indebtedness would exceed the greater of $100 million and 15% of our long-term debt and equities determined on a consolidated basis as of the end of the immediately preceding fiscal quarter. Fifteen percent of our long-term debt and equities as of September 30, 2002, was approximately $126.5 million. The Amended Indenture and the Restated Indenture do not restrict our ability to issue short-term indebtedness.

Limitation on Cash Investments

Until the first to occur of the Amendment Date or the Release Date, the Existing Indenture prohibits us from investing or directing the trustee to invest more than 25% of the aggregate of (1) cash on hand held for working capital purposes, (2) moneys received by the trustee following a release of property from the lien under the

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Existing Indenture, (3) proceeds from a taking or insurance, or disposition of a portion of the trust estate or as a depreciation deposit, and (4) cash deposited with the trustee as a basis for additional Obligations, other than in:

• obligations issued by or unconditionally guaranteed by the United States of America or certificates or other evidences of interests in those obligations;

• securities issued by any agency or instrumentality of the United States of America or any corporation created pursuant to any act of Congress;

• commercial paper rated in either of the two highest rating categories by a national credit rating agency;

• demand or time deposits, certificates of deposit and bankers’ acceptances issued or accepted by any bank or trust company having capital surplus and undivided profits aggregating at least $50 million and whose long-term debt is rated in any of the three highest rating categories by a national credit rating agency;

• repurchase agreements that are secured by a perfected security interest in securities listed in the first two bullets above entered into with a government bond dealer recognized as a primary dealer by the Federal Reserve Bank of New York or any bank described in the preceding bullet;

• non-convertible debt instruments rated in any of the three highest categories by a national credit rating agency; or

• any short-term institutional investment fund or account which invests solely in any of the foregoing obligations.

These restrictions on our cash investments will end on the earlier to occur of the Amendment Date or the Release Date.

Book-Entry System; Exchangeability

Unless otherwise stated in any prospectus supplement, we will issue debt securities in book-entry form and the Depository Trust Company (“DTC”) will act as the securities depository for the debt securities. Portions of the following description concerning DTC and DTC’s book-entry system are based on information furnished by DTC.

DTC has advised us as follows:

DTC will act as securities depository for each series of the debt securities. Each series of the debt securities will be issued as fully-registered debt securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered certificate will be issued for each series of the debt securities set forth on the front cover of the prospectus supplement, in the aggregate principal amount of such series, and will be deposited with DTC.

DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of certificates representing the debt securities. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities

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Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has Standard & Poor’s highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of the debt securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the debt securities on DTC’s records. The ownership interest of each actual purchaser of a bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the debt securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the debt securities, except in the event that use of the book-entry system for the debt securities is discontinued.

To facilitate subsequent transfers, all debt securities deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the debt securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the debt securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such debt securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

To the extent applicable, redemption notices shall be sent to DTC. Unless otherwise indicated in the DTC Letter of Representations among us, the trustee and DTC, if less than all of the debt securities are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the debt securities unless authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC would mail an Omnibus Proxy to us as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the debt securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds on the debt securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from us or the Initial Purchaser, on payable dates in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with the debt securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC nor its nominee, the Initial Purchaser or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions and dividends

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to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is our responsibility, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

Unless otherwise stated in any prospectus supplement, each series of the debt securities will be represented by one or more global securities that we will deposit with DTC or its agent and will settle in DTC’s Same-Day Funds Settlement System and trade in that system in book-entry form until maturity. Therefore, secondary market trading activity for each series of the debt securities will settle in immediately available funds. We will pay principal and interest to DTC in immediately available funds. There can be no assurance as to the effect, if any, that settlement in immediately available funds will have on trading activity in each series of the debt securities.

DTC may discontinue providing its services as depository with respect to the debt securities at any time by giving reasonable notice to us. Under such circumstances, in the event that a successor depository is not obtained, physical certificates representing the debt securities are required to be printed and delivered.

We may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, the securities certificates will be printed and delivered.

Additional Obligations

The aggregate principal amount of Obligations that may be issued under the Indenture is not limited.

Issuance of Additional Obligations Prior to the Amendment Date and the Release Date

Until the Release Date, additional Obligations, ranking equally and ratably with the existing Obligations, may be issued from time to time against:

• 10/11 (90.91%) of the amount of bondable additions,

• the aggregate principal amount of retired or defeased Obligations, and

• deposits of cash with the trustee.

Bondable additions equal the bondable value of all certified property additions (as described immediately below), less the bondable value of all property subject to the lien of the Existing Indenture that is retired after April 30, 1992. Property additions are defined in the Existing Indenture to include specified property chargeable to our fixed plant accounts, subject to the lien of the Existing Indenture, acquired or constructed by us since April 30, 1992 and not subject to pre-existing liens securing indebtedness prior to or on a parity with the lien of the Existing Indenture. For the purpose of calculating the amount of property additions and retirements, the bondable value of property acquired after April 30, 1992, is the lesser of the cost and the fair value of that property (determined as of the time of acquisition); and the bondable value of property acquired on or before April 30, 1992 is the gross book value of that property as of April 30, 1992. The amount of bondable additions available for the issuance of additional Obligations is approximately $86.7 million, plus the bondable value of all property additions (calculated as described above) after December 31, 2001, minus the bondable value of all property subject to the lien of the Indenture that is retired or disposed of after December 31, 2001. As a result, as of December 31, 2001, we could have issued approximately $78.8 million of additional Obligations on the basis of bondable additions. As of September 30, 2002, $43.7 million of additional Obligations may be issued under the Indenture on the basis of retired or defeased Obligations.

Until the earlier to occur of the Amendment Date or the Release Date, we cannot issue additional Obligations under the Existing Indenture on the basis of bondable additions or retirement or defeasance of Obligations or the deposit of cash with the trustee unless we also certify that:

• our margins for interest, calculated as described above, during a consecutive 12-month period within the 18-month period immediately preceding our request for additional Obligations was at least 1.20 times total interest charges during that 12-month period; and

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• the sum of (A) our margins for interest for that 12-month period; (B) the maximum annual interest (making assumptions with respect to variable rate debt) that will accrue on the additional Obligations to be issued; and (C) the maximum annual interest (making assumptions with respect to variable rate debt) on all Obligations and all indebtedness secured by a lien equal or prior to the lien of the Existing Indenture issued since the first day of that 12-month period to and including the date of issuance of such additional Obligations, but only to the extent interest charges on such other Obligations and indebtedness are not included within the computation of margins for interest for that period (net of interest savings during such 12-month period on any Obligations or indebtedness secured by a lien equal to or prior to the lien of the Existing Indenture retired with the proceeds of such additional Obligations) would equal at least 1.15 times the sum of the total interest charges during that 12-month period plus such maximum annual interest as determined pursuant to clause (B) above, plus the maximum annual interest determined pursuant to clause (C) above, minus interest savings during that 12-month period on the retired Obligations or indebtedness secured by a lien equal to or prior to the lien of the Existing Indenture.

See “—Rate Covenant” for a description of the calculation of interest charges and margins for interest under the Existing Indenture.

Issuance of Additional Obligations After Amendment Date but Prior to the Release Date

The Amended Indenture will continue to provide that the issuance of additional Obligations, ranking equally and ratably with the existing Obligations, may be made on the basis of bondable additions, retired or defeased Obligations or deposits of cash with the trustee. The Amended Indenture modifies, however, the certifications required before the issuance of additional Obligations. After the Amendment Date and prior to the Release Date, we must certify only that our margins for interest (calculated as described above under the Amended Indenture and the Restated Indenture) during a consecutive 12-month period within the 18-month period immediately preceding our request for additional Obligations was at least 1.10 times total interest charges (calculated as described above under the Amended Indenture and the Restated Indenture) during that 12-month period. No certification of a forward-looking margins for interest ratio will be required after the Amendment Date.

Issuance of Additional Obligations After the Release Date

Beginning on the Release Date, we may issue additional Obligations under the Restated Indenture, ranking equally and ratably with the debt securities and all other Obligations then outstanding under the Restated Indenture from time to time as authorized by the board of directors. The additional Obligations that we may issue may contain provisions for, among other things, optional redemption, prepayment, amortization of principal, and covenants and events of default that differ from the terms of the debt securities.

The aggregate principal amount of additional Obligations which may be authenticated and delivered and outstanding under the Restated Indenture is not otherwise limited, except as provided in the provisions of any supplemental indenture creating any series of Obligations and except as may be limited by law. The Restated Indenture does not otherwise restrict us from issuing additional or other indebtedness under another instrument.

Limitation on Distributions to Members

The Existing Indenture prohibits us from making any distribution, including a dividend or payment or retirement of patronage capital, to our members if we are in default under the Existing Indenture. Otherwise, we are permitted to make a distribution to our members if, after the distribution (1) our aggregate margins and equities as of the end of the most recent fiscal quarter would be equal to or greater than 20% of our total long-term debt and equities and the aggregate amount of all distributions after the date on which our aggregate margins and equities first reached 20% of total long-term debt and equities does not exceed 35% of our aggregate net margins earned after that date; or (2) our aggregate margins and equities as of the end of the most recent

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fiscal quarter would be equal to or greater than 30% of our total long-term debt and equities. Under current accounting requirements, our equities consist of our patronage capital and accumulated other comprehensive income. Accumulated other comprehensive income consists of the change in the market value of our investments. At September 30, 2002, we could have distributed $10.0 million to our members under this formula.

After the Amendment Date or the Release Date, we may not make any distribution, including a dividend or payment or retirement of patronage capital, to our members if an event of default exists under the Amended Indenture or the Restated Indenture. Otherwise, we will be permitted to make a distribution to our members if (1) after the distribution, our patronage capital as of the end of the most recent fiscal quarter would be equal to or greater than 20% of our total long-term debt and patronage capital, or (2) all of our distributions for the year in which the distribution is to be made do not exceed 5% of our patronage capital as of the end of the most recent fiscal year. For this purpose, patronage capital and total long-term debt and patronage capital do not include any earnings retained in any of our subsidiaries or affiliates or the debt of any subsidiary or affiliate.

Events of Default and Remedies

Events of default under the Indenture consist of:

• failure to pay principal of or premium, if any, on any Obligation when due (and after the Release Date, subject to any applicable grace period set forth in the Obligation or supplemental indenture under which the Obligation is issued);

• failure to pay any interest on any Obligation when due, continued beyond any applicable grace period (the duration of which, unless, after the Release Date, specified otherwise in the Obligation, is 45 days);

• any other breach by us of any of our warranties or covenants contained in the Indenture, continued for 45 days after written notice from the trustee or the holders of at least 10% in principal amount of the outstanding Obligations;

• prior to the Amendment Date or the Release Date, failure to pay when due any portion of the principal of, or acceleration of, any other indebtedness for money borrowed in excess of $5 million if that indebtedness is not discharged within any applicable grace period or the acceleration is not rescinded or annulled;

• on or after the Amendment Date or the Release Date, failure to pay when due (other than amounts due on acceleration) any portion of the principal of any indebtedness for money borrowed (other than pursuant to the Amended Indenture or the Restated Indenture), which failure resulted in the indebtedness becoming due or being declared due and payable prior to the date on which it would otherwise have become due and payable, in an aggregate amount in excess of $10 million unless that indebtedness is discharged or the acceleration rescinded or annulled within 10 days after the acceleration;

• a judgment against us in excess of $5 million ($10 million after the Amendment Date or the Release Date) which remains unsatisfied or unstayed for 45 days after either entry of judgment or termination of a stay, and the judgment remains unstayed or unsatisfied for a period of ten days after notice thereof from the trustee or the holders of at least 10% in principal amount of the outstanding Obligations; or

• other proceedings in bankruptcy, receivership, insolvency, liquidation or reorganization.

Subject to the provisions of the Indenture relating to the duties of the trustee if an event of default occurs and is continuing, the trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the holders, unless those holders will have offered to the trustee indemnity reasonably satisfactory to the trustee. Subject to these provisions for the indemnification of the trustee, the holders of a majority in aggregate principal amount of the outstanding Obligations will have the right to require the trustee to proceed to enforce the Indenture and to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee

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except that, so long as not in default with respect to its credit enhancement for any Obligations, a credit enhancer for, and not the actual holders of, those Obligations will be deemed to be the holder of those Obligations for purposes of, among other things, taking action in connection with the remedies set forth in the Indenture. In the event that the debt securities are insured by a credit enhancer, generally, the insurer and not the actual holders of the debt securities will have the right to exercise any remedies that would otherwise be exercisable by the holders of the debt securities under the Indenture.

If an event of default occurs and is continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the outstanding Obligations may accelerate the maturity of all Obligations. However, after the acceleration, but before sale of any of the trust estate or a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of outstanding Obligations may, under some circumstances, rescind the acceleration if, among other things, all events of default, other than the non-payment of accelerated principal, have been cured or waived as provided in the Indenture.

No holder of any Obligation will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless (1) the holder previously has given to the trustee written notice of a continuing event of default, (2) the holders of at least 25% in aggregate principal amount of the outstanding Obligations have made written request and offered reasonable indemnity to the trustee to institute such proceeding as trustee, (3) the trustee for 60 days after its receipt of such notice, request and indemnity has failed to institute any such proceeding, and (4) the trustee has not received from the holders of a majority in aggregate principal amount of the outstanding Obligations a direction inconsistent with that request. However, the limitations on the holders’ rights to institute proceedings do not apply to a suit instituted by a holder of an Obligation for the enforcement of payment of the principal of and premium, if any, or interest on such Obligation on or after the respective due date stated therein. If an event of default affects the holders of one or more series of debt securities only, any action previously described that requires the approval of holders of Obligations can be taken by the holders of such respective series alone in the same percentage.

The Indenture provides that the trustee, within 90 days after the occurrence of an event of default (but at least 60 days after the occurrence of some specified events of default), will give to the holders of Obligations notice of all uncured defaults known to it, except that in the case of a default in the payment of principal of, premium (if any), sinking fund payment or interest on any Obligations, the trustee will be protected in withholding that notice if it in good faith determines that the withholding of that notice is in the interest of the holders of the Obligations.

The Indenture provides that if an event of default has occurred and is continuing, the trustee will exercise its rights and powers under the Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

If an event of default occurs and is continuing prior to the Release Date, the trustee may sell the mortgaged property, in either judicial or nonjudicial proceedings. The proceeds from disposition of the mortgaged property prior to the Release Date will be applied as follows: (1) to the payment of all amounts due the trustee; (2) if all Obligations have become due and payable, to the payment of outstanding Obligations without preference or priority between interest or principal or among Obligations; and (3) if any principal has not become due and payable, then first to interest installments in the order of their maturity and second to principal or redemption price. After the Release Date, moneys collected by the trustee following an event of default will be applied in the same manner.

Prior to the date the trustee obtains a judgment for the payment of money due, the holders of at least a majority in principal amount of the outstanding Obligations, by written notice to the trustee, may waive any past defaults, except a default in payment of the principal or interest on any Obligation, or in respect of any covenant or provision that by its terms cannot be modified or amended without the consent of the holder of each Obligation affected. Upon any such waiver, the default will cease to exist and any event of default arising therefrom will be deemed cured.

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The Indenture requires us to deliver to the trustee, within 120 days after the end of each fiscal year, a written statement as to our compliance (determined without regard to any grace period or notice requirement) with all conditions and covenants under the Indenture. In addition, we are required to deliver to the trustee, promptly after any of our officers may be reasonably deemed to have knowledge of a default under the Indenture, a written notice specifying the nature and duration of the default and the action we are taking and propose to take with respect thereto.

Amendments and Supplemental Indentures

Without the Consent of Holders

Without the consent of the holders of any Obligations, we and the trustee may from time to time enter into one or more supplemental indentures:

• to add to the conditions, limitations and restrictions on the authorized amount, terms or purposes of the issue, authentication and delivery of Obligations or of any series of Obligations under the Indenture;

• to create any new series of Obligations;

• to evidence the succession of another corporation and the assumption by that successor of our covenants;

• to add to our covenants or to surrender any of our rights or powers;

• to modify or eliminate any of the terms of the Indenture; but if any modification or elimination made in a supplemental indenture would adversely affect or diminish the rights of the holders of any Obligations then outstanding against us or our property, the supplemental indenture must state that any of these modifications or eliminations will become effective only when there is no Obligation of any series created prior to the execution of that supplemental indenture (subject to the trustee’s discretion, it may decline to enter into a supplemental indenture which, in its opinion, may not afford adequate protection to the trustee when that supplemental indenture becomes operative);

• to cure any ambiguity, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision or to make any other provisions, with respect to matters or questions arising under the Indenture, which is not inconsistent with the provisions of the Indenture, provided that this action will not adversely affect the interests of the holders of the Obligations in any material respect;

• to evidence the succession of another trustee or the appointment of a co-trustee or separate trustee;

• to add or change any provision of the Indenture to the extent necessary to permit or facilitate the issuance of Obligations in bearer or book-entry form;

• to modify, eliminate or add to the provisions of the Indenture to the extent necessary to effect the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, or under any similar federal statute hereafter enacted; or

• to make any other change in the Indenture that, in the reasonable judgment of the trustee, will not materially and adversely affect the rights of holders of Obligations.

Prior to the Release Date, we and the trustee may also enter into one or more supplemental indentures, without the consent of holders of Obligations, to correct or amplify the description of any property at any time subject to the lien of the Existing Indenture, to confirm property subject or required to be subjected to the lien of the Indenture, or to subject additional property to the lien of the Existing Indenture.

Unless explicitly included in the list of matters for which consent of all of the holders effected thereby is required prior to entering into a supplemental indenture above, effective from and after the earlier to occur of the

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Amendment Date or the Release Date, any supplemental indenture will be presumed not to materially adversely affect the rights of holders if:

• the Amended Indenture or the Restated Indenture, as supplemented, provides equally and ratably for the payment of principal of (and premium, if any) and interest on the outstanding Obligations remaining outstanding; and

• we furnish to the trustee written evidence from two nationally recognized rating agencies rating the Obligations that their respective ratings of the outstanding Obligations (or other obligations primarily secured by outstanding Obligations) not subject to credit enhancement will not be withdrawn or reduced.

With the Consent of Holders

With the consent of the holders of not less than a majority in principal amount of the Obligations of all series then outstanding affected by a supplemental indenture, we and the trustee may enter into one or more supplemental indentures to add, change or eliminate any of the provisions of the Indenture or modify the rights of the holders of Obligations, but no such supplemental indenture will, without the consent of the holder of each outstanding Obligation affected thereby:

• change the stated maturity (the date specified in each Obligation as the fixed date on which the principal of the Obligation or an installment of interest on the Obligation is due and payable) of or reduce the principal of, or any installment of interest on, any Obligation, or any premium payable upon the redemption thereof, or change any place of payment (the city or political subdivision thereof in which we are required by the Indenture to maintain an office or agency for payment of the principal of or interest on the Obligations) where any Obligation, or the interest on the Obligation is payable, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity of the Obligation (or, in the case of redemption, on or after the redemption date);

• reduce the percentage in principal amount of the outstanding Obligations the consent of the holders of which is required for various purposes;

• modify what constitutes an outstanding Obligation, modify the Indenture in a manner as to affect the rights of the holders to the benefits of the sinking fund or modify other provisions of the Indenture;

• on or after the earlier to occur of the Amendment Date or the Release Date, modify the Indenture as to the application of moneys received by the trustee; or

• permit (prior to the Release Date) the creation of any lien ranking prior to or on a parity with the lien of the Existing Indenture or the Amended Indenture with respect to any of the mortgaged property except as otherwise permitted.

See “—Credit Enhancer” for a description of instances pursuant to which an insurer of our Obligations will be considered a holder of our Obligations.

Consolidation, Merger, Conveyance or Transfer

Under the Existing Indenture and the Amended Indenture, we have agreed not to consolidate with or merge into any other entity or convey or transfer substantially all of our property and assets to any entity, unless:

• the consolidation, merger, conveyance or transfer is on terms that fully preserve the lien and security under the Existing Indenture and the Amended Indenture and the rights and powers of the trustee and the holders of the Obligations;

• the entity formed by the consolidation or merger or the entity acquiring all or substantially all of our property is an entity organized and validly existing under the laws of the United States of America or any state;

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• we execute and deliver to the trustee a supplemental indenture in form recordable and satisfactory to the trustee, meeting the relevant requirements under the Existing Indenture and the Amended Indenture and containing (1) an assumption by the successor of the due and punctual payment of the principal of (and premium, if any) and interest on all the Obligations and the performance and observance of every covenant and condition of the Existing Indenture and the Amended Indenture to be performed or observed by us, and (2) a grant, conveyance, transfer and mortgage complying with the relevant provisions under the Existing Indenture and the Amended Indenture;

• immediately after giving effect to the transaction, no event of default under the Existing Indenture or the Amended Indenture will exist; and

• we deliver to the trustee an officers’ certificate and an opinion of counsel stating that the consolidation, merger, conveyance or transfer and the supplemental indenture comply with the terms of the Existing Indenture and the Amended Indenture.

Under the Restated Indenture, we have agreed not to consolidate with or merge into any other entity or convey or transfer substantially all of our property and assets to any entity, unless:

• the entity formed by that consolidation or merger or the entity which acquires all or substantially all of our properties and assets is organized and validly existing under the laws of the United States of America or any state;

• the entity executes and delivers to the trustee a supplemental indenture in form satisfactory to the trustee containing an assumption by the successor entity of the due and punctual payment of the principal of (and premium, if any) and interest on all the Obligations and the performance and observance of every covenant and condition of the Restated Indenture to be performed or observed by us;

• immediately after giving effect to these transactions, no event of default exists under the Restated Indenture; and

• we deliver to the trustee an officers’ certificate and an opinion of counsel stating that the consolidation, merger, conveyance or transfer and supplemental indenture comply with the relevant terms of the Restated Indenture.

Defeasance

The Indenture provides that Obligations of any series, or any maturity within a series, will be deemed to have been paid and (subject to receipt of required rulings or opinions relating to tax matters) our obligations to the holders of those Obligations will be discharged, if we deposit with the trustee or paying agent cash or defeasance securities maturing as to principal and interest in such amounts and at such times as are sufficient to pay when due the principal or (if applicable) redemption price and interest due and to become due on those Obligations. Permitted defeasance securities include debt instruments or other obligations the principal and interest on which constitute direct obligations of, or are unconditionally guaranteed by, the United States and, after the Amendment Date or the Release Date, some “AAA”-rated, pre-refunded municipal debt securities, and, in both cases, certificates of interest or participation in any such obligations, or in specified portions thereof.

Trustee, Paying Agent

The trustee and paying agent under the Indenture is SunTrust Bank, as successor to Crestar Bank.

Reports

As long as the Indenture is required to be qualified under the Trust Indenture Act, we are obligated to file with the trustee copies of the annual reports and of the information, documents and other reports which we may be required to file with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities

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Exchange Act of 1934, as amended. We are obligated to make these filings with the trustee within 15 days after we are required to file them with the SEC. We intend to continue filing periodic reports with the Securities and Exchange Commission for so long as any publicly held debt securities remain outstanding.

PLAN OF DISTRIBUTION

We may sell the debt securities through underwriters or agents or directly to one or more purchasers. Any underwriter or agent involved in the offer and sale of the debt securities will be named in the related prospectus supplement. If we sell debt securities directly, no underwriters or agents would be involved.

Underwriters or agents may offer and sell the debt securities at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. In connection with the sale of the debt securities, underwriters or agents may be deemed to have received compensation from us in the form of underwriting discounts or commissions and also may receive compensation in the form of discounts, concessions or commissions from other underwriters or commissions from the purchasers for whom they may act as agent.

The debt securities, when first issued, will have no established trading market. Any underwriters or agents to or through whom we sell debt securities for public offering and sale may make a market in those debt securities, but these underwriters or agents will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the debt securities.

We may have agreements with the underwriters or agents to indemnify them against or provide contribution toward certain civil liabilities, including liabilities under the Securities Act.

In order to facilitate the offering of the debt securities, the underwriters or agents may engage in transactions that stabilize, maintain or otherwise affect the price of the debt securities. Specifically, the underwriters or agents may overallot in connection with the offering, creating short positions in the debt securities for their own accounts. In addition, to cover overallotments or to stabilize the price of the debt securities, the underwriters or agents may bid for and purchase the debt securities in the open market. Any of these activities may stabilize or maintain the market price of the debt securities above independent market levels. The underwriters and agents are not required to engage in these activities and may end any of the activities at any time.

In addition, some underwriters or agents and their affiliates may engage in transactions with, lend money to and perform services for us in the ordinary course of their businesses.

LEGAL OPINIONS

LeClair Ryan, a Professional Corporation, and Orrick, Herrington & Sutcliffe LLP will pass upon the legality and enforceability of the debt securities for us.

EXPERTS

The consolidated financial statements of Old Dominion Electric Cooperative as of and for the years ended December 31, 2001 and 2000 appearing in Old Dominion Electric Cooperative’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2001, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements for the year ended December 31, 1999 incorporated in this Prospectus by reference to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2001 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

25

Old Dominion Electric Cooperative

$300,000,000

            % 2002 Series B Bonds Due 2028

PROSPECTUS SUPPLEMENT

JPMorgan                            Goldman, Sachs & Co.

            , 2002

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

I.    Item 14.    Other Expenses of Issuance and Distribution

The following table sets forth an itemized list of the costs and expenses, other than underwriting discounts and commissions to be paid by Old Dominion, in connection with the issuance of the debt securities. All amounts shown are estimates except for the registration fee.

SEC registration fee	$	66,240
Blue sky fees and expenses		30,000
Printing and engraving expenses		175,000
Legal fees and expenses		1,500,000
Credit enhancement insurance		5,000,000
Accounting fees and expenses		400,000
Trustee fees		6,000
Rating agency fees		450,000
Recording taxes		432,000
Miscellaneous expenses		100,000
Total	$	8,159,240

II.    Item 15.    Indemnification of Officers and Directors

Pursuant to Article 8 of our Amended and Restated Articles of Incorporation we will indemnify our officers and directors for all costs and expenses in connection with the defense of any action, suit or proceeding in which such officer or director may be a party as a result of conduct performed within the scope of his or her duties. We will not, however, indemnify an officer or director in relation to a matter in which such officer or director shall be finally adjudicated in an action, suit or proceeding to have acted negligently or with misconduct in the performance of his or her duty.

In addition, Article 10.01 of our Bylaws requires that we indemnify and defend an officer or director who is a party, or threatened to be made a party, to a civil, criminal or administrative proceeding, including for expenses, including attorneys’ fees, judgments, fines and settlements, actually and reasonably incurred. An officer or director will only receive such indemnification if the acts complained of were in the scope of such officer’s or director’s duties. We may pay the expenses incurred by any director or officer entitled to indemnification in defending a civil or criminal action, suit or proceeding in advance of the final disposition of any such action, suit or proceeding, if we receive an undertaking from such officer or director that such officer or director will repay such amount if it is ultimately determined that such officer or director is not entitled to be indemnified by us as authorized by law.

III.    Item 16.    Exhibits

Listed below are the exhibits which are filed as part of this Registration Statement:

Exhibit Number	Description
1.1	Form of Underwriting Agreement between the Registrant and J.P. Morgan Securities Inc., as Representative.
*4.1	Indenture of Mortgage and Deed of Trust, dated as of May 1, 1992, between Old Dominion Electric Cooperative and Crestar Bank, as Trustee (filed as exhibit 4.1 to the Registrant’s Form 10-K for the year ended December 31, 1992, File No. 33-46795, filed on March 30, 1993).

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Exhibit Number	Description
*4.2	First Supplemental Indenture, dated as of August 1, 1992, to the Indenture of Mortgage and Deed of Trust, dated as of May 1, 1992, between Old Dominion Electric Cooperative and Crestar Bank, as Trustee (filed as exhibit 4.22 to the Registrant’s Form 10-K for the year ended December 31, 1992, File No. 33-46795, filed on March 30, 1993).
*4.3	Second Supplemental Indenture, dated as of December 1, 1992, to the Indenture of Mortgage and Deed of Trust, dated as of May 1, 1992, between Old Dominion Electric Cooperative and Crestar Bank, as Trustee (filed as exhibit 4.24 to the Registrant’s Form 10-K for the year ended December 31, 1992, File No. 33-46795, filed on March 30, 1993).
*4.4	Third Supplemental Indenture, dated as of May 1, 1993, to the Indenture of Mortgage and Deed of Trust, dated as of May 1, 1992, between Old Dominion Electric Cooperative and Crestar Bank, as Trustee (filed as exhibit 4.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 1993, File No. 33-46795, filed on August 10, 1993).
*4.5	Fourth Supplemental Indenture, dated as of December 15, 1994, to the Indenture of Mortgage and Deed of Trust dated as of May 1, 1992, between Old Dominion Electric Cooperative and Crestar Bank, as Trustee (filed as exhibit 4.5 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).
*4.6	Fifth Supplemental Indenture, dated as of February 29, 1996, to the Indenture of Mortgage and Deed of Trust dated as of May 1, 1992, between Old Dominion Electric Cooperative and Crestar Bank, as Trustee (filed as exhibit 4.6 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).
*4.7	Sixth Supplemental Indenture, dated as of November 28, 1997, to the Indenture of Mortgage and Deed of Trust dated as of May 1, 1992, between Old Dominion Electric Cooperative and Crestar Bank, as Trustee (filed as exhibit 4.7 to the Registrant’s Form 10-K for the year ended December 31, 1998, File No. 33-46795, on March 25, 1999).
*4.8	Seventh Supplemental Indenture, dated as of November 1, 1998, to the Indenture of Mortgage and Deed of Trust dated as of May 1, 1992, between Old Dominion Electric Cooperative and Crestar Bank, as Trustee (filed as exhibit 4.8 to the Registrant’s Form 10-K for the year ended December 31, 1998, File No. 33-46795, on March 25, 1999).
*4.9	Eighth Supplemental Indenture, dated as of November 30, 1998, to the Indenture of Mortgage and Deed of Trust dated as of May 1, 1992, between Old Dominion Electric Cooperative and Crestar Bank, as Trustee (filed as exhibit 4.9 to the Registrant’s Form 10-K for the year ended December 31, 1998, File No. 33-46795, on March 25, 1999).
*4.10	Ninth Supplemental Indenture, dated as of November 1, 1999, to the Indenture of Mortgage and Deed of Trust dated as of May 1, 1992, between Old Dominion Electric Cooperative and Crestar Bank, as Trustee (filed as exhibit 4.10 to the Registrant’s Form 10-K for the year ended December 31, 1999, File No. 33-46795, on March 22, 2000).
*4.11	Tenth Supplemental Indenture, dated as of November 1, 2000, to the Indenture of Mortgage and Deed of Trust dated as of May 1, 1992, between Old Dominion Electric Cooperative and Suntrust Bank (formerly Crestar Bank), as Trustee (filed as exhibit 4.11 to the Registrant’s Form 10-K for the year ended December 31, 2000, File No. 33-46795, on March 19, 2001).
*4.12	Eleventh Supplemental Indenture, dated as of September 1, 2001, to the Indenture of Mortgage and Deed of Trust dated as of May 1, 1992, between Old Dominion Electric Cooperative and SunTrust Bank (formerly Crestar Bank), as Trustee (filed as exhibit 4.1 to the Registrant’s Form 10-Q/A for the quarter ended September 30, 2001, File No. 33-46795, filed on November 20, 2001).

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Exhibit Number	Description
*4.13	Twelfth Supplemental Indenture, dated as of November 1, 2001, to the Indenture of Mortgage and Deed of Trust dated as of May 1, 1992, between Old Dominion Electric Cooperative and SunTrust Bank (formerly Crestar Bank), as Trustee (filed as exhibit 4.12 to the Registrant’s Form 10-K for the year ended December 31, 2001, File No. 33-46795, filed on April 1, 2002).
4.14	Thirteenth Supplemental Indenture, dated as of November 1, 2002, to the Indenture of Mortgage and Deed of Trust, dated as of May 1, 1992, between Old Dominion Electric Cooperative and SunTrust Bank (formerly Crestar Bank), as Trustee.
4.15	Fourteenth Supplemental Indenture, dated as of December 1, 2002, to the Indenture of Mortgage and Deed of Trust, dated as of May 1, 1992, between Old Dominion Electric Cooperative and SunTrust Bank (formerly Crestar Bank), as Trustee.
*4.16	Amended and Restated Indenture, dated as of September 1, 2001, between Old Dominion Electric Cooperative and SunTrust Bank, as Trustee (filed as exhibit 4.2 to Registrant’s Form 10-Q/A for the quarter ended September 30, 2001, File No. 33-46795, filed on November 20, 2001).
4.17	First Supplemental Indenture dated as of December 1, 2002, to the Amended and Restated Indenture, dated as of December 1, 2001, between Old Dominion Electric Cooperative and SunTrust Bank, as Trustee.
4.18	Form of 2002 Series B Bond.
5.1	Opinion of LeClair Ryan, a Professional Corporation (previously filed as an exhibit to this Registration Statement).
5.2	Opinion of Orrick, Herrington & Sutcliffe LLP.
12.1	Old Dominion Electric Cooperative Computation of Ratio of Earnings to Fixed Charges and Other Ratios (previously filed as an exhibit to this Registration Statement).
23.1	Consent of Ernst & Young LLP.
23.2	Consent of PricewaterhouseCoopers LLP.
23.3	Consent of LeClair Ryan, a Professional Corporation (included in their opinion filed as Exhibit 5.1).
23.4	Consent of Orrick, Herrington & Sutcliffe LLP (included in their opinion filed as Exhibit 5.2)
24	Powers of Attorney (included on the signature page of this Registration Statement).
25	Form T-1, Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of SunTrust Bank, as Trustee.

* Incorporated by reference herein.

IV.    Item 17.    Undertakings

Old Dominion Electric Cooperative hereby undertakes:

(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, unless the information required to be included in such post-effective amendment is contained in a periodic report filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that is incorporated in this registration statement by reference;

(ii)    To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement,

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unless the information required to be included in such post-effective amendment is contained in a periodic report filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that is incorporated in this registration statement by reference;

(iii)    To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment and each filing of the registrant’s annual report pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)    For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(5)    For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification by the registrant against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized in the County of Henrico, Commonwealth of Virginia, on the 25th day of November, 2002.

OLD DOMINION ELECTRIC COOPERATIVE
By:	/s/    DANIEL M. WALKER
	Daniel M. Walker Senior Vice President of Accounting and Finance

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POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
** Jackson E. Reasor	President and Chief Executive Officer (principal executive officer)	November 25, 2002
/s/    DANIEL M. WALKER Daniel M. Walker	Senior Vice President of Accounting and Finance (principal financial and accounting officer)	November 25, 2002
** Konstantinos N. Kappatos	Senior Vice President of Power Supply Planning	November 25, 2002
** Gregory W. White	Senior Vice President of Engineering and Operations	November 25, 2002
** William M. Alphin	Class A Director	November 25, 2002
** E. Paul Bienvenue	Class A Director	November 25, 2002
** John E. Bonfadini	Class A Director	November 25, 2002
** Dick D. Bowman	Class A Director	November 25, 2002
** M. Johnson Bowman	Class A Director	November 25, 2002
** M Dale Bradshaw	Class A Director	November 25, 2002
** Vernon N. Brinkley	Class A and Class B Director	November 25, 2002
** Calvin P. Carter	Class A Director	November 25, 2002
** Glenn F. Chappell	Class A Director	November 25, 2002
** Carl R. Eason	Class A Director	November 25, 2002

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Signature	Title	Date
** Stanley C. Feuerberg	Class A Director	November 25, 2002
** Hunter R. Greenlaw, Jr.	Class A Director	November 25, 2002
** Bruce A. Henry	Class A Director	November 25, 2002
** Frederick L. Hubbard	Class A Director	November 25, 2002
** David J. Jones	Class A Director	November 25, 2002
** Hugh M. Landes	Class A Director	November 25, 2002
** William M. Leech, Jr.	Class A Director	November 25, 2002
** M. Larry Longshore	Class A Director	November 25, 2002
** James M. Reynolds	Class A Director	November 25, 2002
** Charles R. Rice, Jr.	Class A Director	November 25, 2002
Philip B. Tankard	Class A Director	November 25, 2002
** Cecil E. Viverette, Jr.	Class A Director	November 25, 2002
** Carl R. Widdowson	Class A Director	November 25, 2002
** C. Douglas Wine	Class A Director	November 25, 2002

** By his signature set forth below, the undersigned pursuant to authorized powers of attorney filed with the Securities and Exchange Commission, has signed this Amendment No. 1 to the Registration Statement on Form S-3 on behalf of the persons indicated.

By:	/s/    DANIEL M. WALKER
	Daniel M. Walker (Attorney-in-Fact)

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EX-1.1

                                                                     EXHIBIT 1.1

                        Old Dominion Electric Cooperative
                                 Debt Securities

                             Underwriting Agreement

                                                             _____________, 2002

J.P. Morgan Securities Inc.
As Representative of the
Underwriters named in
Schedule II hereto

c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

         Old Dominion Electric Cooperative, a Virginia utility aggregation
cooperative (the "Company"), proposes to issue and sell to the underwriters
listed in Schedule II hereto (the "Underwriters"), for whom you are acting as
Representative (the "Representative"), the principal amount of its debt
securities identified in Schedule I hereto (the "Securities"), to be issued
under the indenture specified in Schedule I hereto (the "Indenture") between the
Company and the Trustee identified in such Schedule I (the "Trustee").

         The Company has prepared and filed with the Securities and Exchange
Commission (the "Commission") in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations of the
Commission thereunder (collectively, the "Securities Act"), a registration
statement (the file number of which is set forth in Schedule I hereto) on Form
S-3, relating to certain debt securities (the "Shelf Securities") to be issued
from time to time by the Company. The Company also has filed with, or proposes
to file with, the Commission pursuant to Rule 424 under the Securities Act a
prospectus supplement specifically relating to the Securities. The registration
statement as amended to the date of this Agreement is hereinafter referred to as
the "Registration Statement" and the related prospectus covering the Shelf
Securities in the form first used to confirm sales of the Securities is
hereinafter referred to as the "Basic Prospectus." The Basic Prospectus as
supplemented by the prospectus supplement specifically relating to the
Securities in the form first used to confirm sales of the Securities is
hereinafter referred to as the "Prospectus." If the Company has filed an
abbreviated registration statement pursuant to Rule 462(b) under the Securities
Act (the "Rule 462 Registration Statement"), then any reference herein to the
term "Registration Statement" shall be deemed to include such Rule 462
Registration Statement. Any reference in this Agreement to the Registration
Statement, the Basic Prospectus, any preliminary form of Prospectus (a
"preliminary prospectus") previously filed with the Commission or the Prospectus
shall be deemed to refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 under the Securities Act which were
filed under the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission thereunder (collectively, the "Exchange Act"), on
or before the date of this Agreement




or the date of the Basic Prospectus, any preliminary prospectus or the
Prospectus, as the case may be; and any reference to "amend," "amendment" or
"supplement" with respect to the Registration Statement, the Basic Prospectus,
any preliminary prospectus or the Prospectus shall be deemed to refer to and
include any documents filed under the Exchange Act after the date of this
Agreement, or the date of the Basic Prospectus, any preliminary prospectus or
the Prospectus, as the case may be, which are deemed to be incorporated by
reference therein.

         The Company hereby agrees with the Underwriters as follows:

         1. The Company agrees to issue and sell the Securities to the several
Underwriters as hereinafter provided, and each Underwriter, upon the basis of
the representations and warranties herein contained, but subject to the
conditions hereinafter stated, agrees to purchase, severally and not jointly,
from the Company the respective principal amount of Securities set forth
opposite such Underwriter's name in Schedule II hereto at the purchase price set
forth in Schedule I hereto plus accrued interest, if any, from the date
specified in Schedule I hereto to the date of payment and delivery.

         2. The Company understands that the Underwriters intend (i) to make a
public offering of their respective portions of the Securities as soon after (A)
the Registration Statement has become effective and (B) the parties hereto have
executed and delivered this Agreement, as in the judgment of the Representative
is advisable and (ii) initially to offer the Securities upon the terms set forth
in the Prospectus.

         3. Payment for the Securities shall be made by wire transfer in
immediately available funds to the account specified by the Company to the
Representative on the date and at the place set forth in Schedule I hereto (or
at such other date and place, not later than the fifth Business Day (as defined
below) thereafter, as the Representative and the Company may agree upon in
writing). The date of such payment is referred to herein as the "Closing Date."
As used herein, the term "Business Day" means any day other than a day on which
banks are permitted or required to be closed in New York City.

         Payment for the Securities shall be made against delivery to the
nominee of The Depository Trust Company for the respective accounts of the
several Underwriters of three or more global bonds (collectively, the "Global
Bonds") representing the Securities, with any transfer taxes payable in
connection with the transfer to the Underwriters of the Securities duly paid by
the Company. The Global Bonds will be made available for inspection by the
Representative at the place set forth in Schedule I hereto, not later than 1:00
P.M., New York City time, on the Business Day prior to the Closing Date.

         4. The Company represents and warrants to each Underwriter that:

         (a) no order preventing or suspending the use of any preliminary
prospectus has been issued by the Commission, and each preliminary prospectus
filed as part of the Registration Statement as originally filed or as part of
any amendment thereto, or filed pursuant to Rule 424 under the Securities Act,
complied when so filed in all material respects with the Securities Act, and did
not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;
provided that this representation and warranty shall not apply to any statements
or omissions made in reliance upon and in conformity with information relating
to

                                        2



any Underwriter furnished to the Company in writing by such Underwriter through
the Representative expressly for use therein;

         (b) the Registration Statement has been declared effective by the
Commission under the Securities Act; no stop order suspending the effectiveness
of the Registration Statement has been issued and no proceeding for that purpose
has been instituted or, to the knowledge of the Company, threatened by the
Commission; and the Registration Statement and Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) comply, or will comply, as the case may be, in all material respects
with the Securities Act and the Trust Indenture Act of 1939, as amended, and the
rules and regulations of the Commission thereunder (collectively, the "Trust
Indenture Act"), and do not and will not, as of the applicable effective date as
to the Registration Statement and any amendment thereto and as of the date of
the Prospectus and any amendment or supplement thereto, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
the Prospectus, as amended or supplemented, if applicable, at the Closing Date
will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; except that the
foregoing representations and warranties shall not apply to (i) information
contained in the Statement of Eligibility and Qualification (Form T-1) of the
Trustee under the Trust Indenture Act, and (ii) statements or omissions in the
Registration Statement or the Prospectus made in reliance upon and in conformity
with information relating to any Underwriter furnished to the Company in writing
by such Underwriter through the Representative expressly for use therein;

         (c) the documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Securities Act or
the Exchange Act, as applicable, and none of such documents contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; and any further
documents so filed and incorporated by reference in the Prospectus or any
further amendment or supplement thereto, when such documents become effective or
are filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Securities Act or the Exchange Act, as
applicable, and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading;

         (d) the financial statements, and the related notes thereto, included
or incorporated by reference in the Registration Statement and the Prospectus
present fairly the consolidated financial position of the Company and its
consolidated subsidiaries as of the dates indicated and the results of their
operations and the changes in their consolidated cash flows for the periods
specified; and said financial statements have been prepared in conformity with
generally accepted accounting principles applied on a consistent basis, and the
supporting schedules included or incorporated by reference in the Registration
Statement present fairly the information required to be stated therein;

         (e) since the respective dates as of which information is given in the
Registration Statement and the Prospectus, there has not been any material
adverse change in the patronage capital, margins or long-term debt of the
Company, or any material adverse change, or any development involving a
prospective material adverse change, in or affecting the general affairs,

                                       3



business, prospects, management, financial position, patronage capital, margins
or results of operations of the Company and its subsidiaries, taken as a whole,
otherwise than as set forth or contemplated in the Prospectus; and except as set
forth or contemplated in the Prospectus neither the Company nor any of its
subsidiaries has entered into any transaction or agreement (whether or not in
the ordinary course of business) material to the Company and its subsidiaries
taken as a whole;

         (f) the Company has been duly organized and is validly existing as a
utility aggregation cooperative in good standing under the laws of the
Commonwealth of Virginia, with power and authority to enter into and perform its
obligations under this Agreement, the Indenture and the Securities, to own its
properties and conduct its business as described in the Prospectus; neither the
character of the property owned or leased by the Company nor the nature of the
business transacted by it makes the licensing or qualification of the Company as
a foreign corporation necessary in any state or jurisdiction other than Maryland
and Delaware; the Company is duly qualified as a foreign corporation for the
transaction of business and is in good standing in Maryland and Delaware;

         (g) each of the Company's subsidiaries has been duly organized and is
validly existing under the laws of its jurisdiction of organization, with power
and authority to own its properties and conduct its business as described in the
Prospectus; neither the character of the property owned or leased by any
subsidiary of the Company nor the nature of the business transacted by such
subsidiary makes the licensing or qualification of such subsidiary necessary in
any state or jurisdiction other than Rock Springs Generation LLC in Maryland;
Rock Springs Generation LLC is duly qualified to do business in and is in good
standing in Maryland; and all the outstanding shares of capital stock or
membership interests of each subsidiary of the Company have been duly authorized
and validly issued, are fully-paid and non-assessable, and are owned by the
Company, free and clear of all liens, encumbrances, security interests and
claims;

         (h) this Agreement has been duly authorized, executed and delivered by
the Company;

         (i) the Securities have been duly authorized, and, when issued and
delivered pursuant to this Agreement and the Indenture, will have been duly
executed, authenticated, issued and delivered and will constitute valid and
binding obligations of the Company entitled to the benefits provided by the
Indenture; the Indenture has been duly authorized and upon effectiveness of the
Registration Statement will have been duly qualified under the Trust Indenture
Act and, when the Fourteenth Supplemental Indenture is executed and delivered by
the Company and the Trustee, the Indenture will constitute a valid and binding
instrument enforceable against the Company in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law;
and the Securities and the Indenture will conform to the descriptions thereof in
the Prospectus;

         (j) neither the Company nor any of its subsidiaries is, or with the
giving of notice or lapse of time or both would be, in violation of or in
default under, its Articles of Incorporation or Bylaws or other organizational
documents or any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company or any of its subsidiaries is a
party or by which it or any of them or any of their respective properties is
bound, except for violations and defaults which individually and in the
aggregate do not have a material adverse effect on the Company and its
subsidiaries taken as a whole or to the holders of the Securities; the issue and
sale of the Securities and the performance by the Company of its obligations
under the Securities, the

                                       4



Indenture and this Agreement and the consummation of the transactions herein and
therein contemplated will not conflict with or result in a breach of any of the
terms or provisions of, or constitute a default under, any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument to which the
Company or any of its subsidiaries is a party or by which the Company or any of
its subsidiaries is bound or to which any of the property or assets of the
Company or any of its subsidiaries is subject, nor will any such action result
in any violation of the provisions of the Articles of Incorporation or the
Bylaws of the Company or the organizational documents of any of its subsidiaries
or any applicable law or statute or any order, rule or regulation of any court
or governmental agency or body having jurisdiction over the Company, its
subsidiaries or any of their respective properties or result in the creation or
imposition of any lien upon any of the properties of the Company or any of its
subsidiaries; and no consent, approval, authorization, order, license, filing,
registration or qualification of or with, any such court or federal, state or
local governmental agency or body or the members of the Company or any trustee
or holder of any indebtedness or other obligation is now or under existing law
in the future will be required for the issue and sale of the Securities or the
execution, delivery and performance of this Agreement or the Indenture, except
such consents, approvals, authorizations, orders, licenses, filings,
registrations or qualifications as have been made or obtained under the
Securities Act, the Trust Indenture Act and the Federal Power Act, as amended,
and the filings and recordings described in paragraph(s) below and as may be
required under state securities or blue sky laws in connection with the purchase
and distribution of the Securities by the Underwriters;

         (k) other than as set forth or contemplated in the Prospectus, there
are no legal or governmental inquiries, investigations, actions, suits or
proceedings pending or, to the knowledge of the Company, threatened against or
affecting the Company or any of its subsidiaries or any of their respective
properties or to which the Company or any of its subsidiaries is or may be a
party or to which any property of the Company or any of its subsidiaries is or
may be the subject which is required by the Securities Act to be described in
the Registration Statement or Prospectus, and, to the best of the Company's
knowledge, no such proceedings are threatened or contemplated by governmental
authorities or threatened by others; and there are no existing or proposed
statutes, regulations, contracts or other documents that are required to be
filed as an exhibit to the Registration Statement or required to be described in
the Registration Statement or the Prospectus which are not filed or described as
required;

         (l) immediately after any sale of Securities by the Company hereunder,
the aggregate amount of Securities which have been issued and sold by the
Company hereunder and of any securities of the Company (other than the
Securities) that shall have been issued and sold pursuant to the Registration
Statement will not exceed the amount of securities registered under the
Registration Statement;

         (m) Ernst & Young LLP and PricewaterhouseCoopers LLP, who have
certified certain financial statements of the Company, are to the knowledge of
the Company, each independent public accountants as required by the Securities
Act;

         (n) the Company and its subsidiaries have good and marketable title to
all items of real property and good title to all personal property owned by
them, in each case free and clear of all liens, encumbrances and defects except
such as are described or referred to in the Prospectus or such as do not
materially affect the value of such property and do not interfere with the use
made or proposed to be made of such property by the Company and its
subsidiaries; and any real property and buildings held under lease by the
Company and its subsidiaries are held by them under valid,

                                       5



existing and enforceable leases with such exceptions as are described or
referred to in the Prospectus or do not materially interfere with the use made
or proposed to be made of such property and buildings by the Company or its
subsidiaries; no notice has been given to the Company or its subsidiaries by any
governmental authority of any proceeding to condemn or otherwise acquire any of
the property of the Company or its subsidiaries and to the best of the Company's
knowledge, no such proceeding is contemplated;

         (o) no relationship, direct or indirect, exists between or among the
Company or any of its subsidiaries on the one hand, and the directors, officers,
members or stockholders (as applicable), customers or suppliers of the Company
or any of its subsidiaries on the other hand, which is required by the
Securities Act to be described in the Registration Statement and the Prospectus
which is not so described;

         (p) the Company is not and, after giving effect to the offering and
sale of the Securities and the application of the proceeds thereof as described
in the Prospectus, will not be an "investment company" or an entity "controlled"
by an "investment company," as such terms are defined in the Investment Company
Act of 1940, as amended (the "Investment Company Act");

         (q) the Company has complied with all provisions of Section 517.075,
Florida Statutes (Chapter 92-198, Laws of Florida) relating to doing business
with the Government of Cuba or with any person or affiliate located in Cuba;

         (r) the Company is not a "holding company" or a "subsidiary company" of
a "holding company" within the meaning of the Public Utility Holding Company Act
of 1935, as amended;

         (s) each of the Company and its subsidiaries owns, possesses or has
obtained all licenses, permits, certificates, consents, orders, approvals and
other authorizations (collectively, "Authorizations") from, and has made all
declarations and filings with, all federal, state, local and other governmental
authorities (including foreign regulatory agencies), all self-regulatory
organizations and all courts and other tribunals, domestic or foreign, necessary
to own or lease, as the case may be, and to operate its properties and to carry
on its business as conducted as of the date hereof, except as described in the
Registration Statement and the Prospectus or where the failure to own, possess
or obtain such Authorizations or make such declarations and filings could not
reasonably be expected to have a material adverse effect on the Company and its
subsidiaries, taken as a whole; and neither the Company nor any such subsidiary
has received any actual notice of any proceeding relating to revocation or
modification of any such Authorization, except as described in the Registration
Statement and the Prospectus or where the revocation or modification of such
Authorization could not reasonably be expected to have a material adverse effect
on the Company and its subsidiaries, taken as a whole; and each of the Company
and its subsidiaries is in compliance with all laws and regulations relating to
the conduct of its business as conducted as of the date hereof, except where
such noncompliance could not reasonably be expected to have a material adverse
effect on the Company and its subsidiaries, taken as a whole;

         (t) there are no existing or, to the best knowledge of the Company,
threatened labor disputes with the employees of the Company or any of its
subsidiaries which are likely to have a material adverse effect on the Company
and its subsidiaries taken as a whole;

         (u) the Indenture (excluding the Fourteenth Supplemental Indenture)
constitutes, and when the Fourteenth Supplemental Indenture is executed and
delivered by the Company and the

                                       6



Trustee and filed and recorded the Indenture will constitute a direct and valid
first lien upon all of the properties and assets of the Company specifically or
generally described or referred to in the Indenture as being subject to the lien
thereof, subject only to the exceptions referred to in the Indenture, and will
create a similar lien upon all properties and assets acquired by the Company
after the date hereof (until the Release Date (as defined in the Indenture))
which are required to be subjected to the lien of the Indenture, when acquired
by the Company, subject only to the exceptions referred to in the Indenture and
free from all other prior liens, charges and encumbrances subject, as to real
property, to the recordation of a supplement to the Indenture describing such
after-acquired property; the descriptions of all such properties and assets
contained in the granting clauses of the Indenture are correct and adequate for
the purposes of the Indenture; and the Indenture (excluding the Fourteenth
Supplemental Indenture) has been duly recorded as a mortgage and deed of trust
of real estate, and any required filings (other than with respect to filing the
Fourteenth Supplemental Indenture) with respect to personal property and
fixtures subject to the lien of the Indenture have been duly made in each place
in which such recording or filing is required to protect, preserve and perfect
the lien of the Indenture; and all taxes and recording and filing fees required
to be paid with respect to the execution, recording or filing of the Indenture,
the filing of financing statements related thereto and similar documents and the
issuance of the Securities (other than with respect to filing the Fourteenth
Supplemental Indenture) have been paid; the Fourteenth Supplemental Indenture
will be duly recorded or filed on or prior to the Closing Date in the real and
personal property records in each place in which the Indenture (excluding the
Fourteenth Supplemental Indenture) has been recorded or filed and in all other
places required to protect, preserve and perfect the lien of the Indenture, and
all taxes and recording and filing fees required to be paid with respect to the
execution, recording or filing of the Fourteenth Supplemental Indenture will be
paid;

         (v) the Company has complied in all material respects with Sections 302
and 906 of the Sarbanes-Oxley Act of 2002, as amended, and the rules of the
Commission promulgated thereunder;

         5. The Company covenants and agrees with each of the several
Underwriters as follows:

         (a) to file the Prospectus in a form approved by you pursuant to Rule
424 under the Securities Act not later than the Commission's close of business
on the Business Day next succeeding the date of determination of the offering
price of the Securities or, if applicable, such earlier time as may be required
by Rule 424(b);

         (b) to deliver, at the expense of the Company, to each of the
Underwriters and counsel for the Underwriters, a certified copy of the signed
Registration Statement (as originally filed) and each amendment thereto, in each
case including exhibits and documents incorporated by reference therein, and,
during the period mentioned in paragraph (e) below, to furnish each of the
Underwriters as many copies of the Prospectus (including all amendments and
supplements thereto) and documents incorporated by reference therein as the
Representative may reasonably request;

         (c) before filing any amendment or supplement to the Registration
Statement or the Prospectus relating to or affecting the Securities, to furnish
to the Representative a copy of the proposed amendment or supplement for review,
and not to file any such proposed amendment or supplement to which the
Representative reasonably objects in writing; to file promptly all reports and
any definitive proxy or information statements required to be filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act for so long as, in the opinion of counsel for the Underwriters, a
prospectus is required to be delivered in connection with

                                        7



sales of the Securities by any Underwriter or dealer, and before filing any such
reports or information, to furnish the Representative a copy of the proposed
reports or information; to comply in all material respects with Sections 302 and
906 of the Sarbanes-Oxley Act of 2002, as amended, and the rules of the
Commission promulgated thereunder, with respect to all reports required to be
filed by the Company with the Commission pursuant to Section 13(a), 13(c) or
15(d) of the Exchange Act for so long as, in the opinion of counsel for the
Underwriters, a prospectus is required to be delivered in connection with sales
by any Underwriter or dealer;

         (d) to advise the Representative promptly, and to confirm such advice
in writing if requested, (i) when any amendment to the Registration Statement
relating to or affecting the Securities has been filed or becomes effective,
(ii) when any supplement to the Prospectus or any amendment to the Prospectus
has been filed and to furnish the Representative with copies thereof, (iii) of
any request by the Commission for any amendment to the Registration Statement
relating to or affecting the Securities or any amendment or supplement to the
Prospectus or for any additional information, (iv) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or of any order preventing or suspending the use of any preliminary
prospectus or the Prospectus or the initiation or threatening of any proceeding
for that purpose, (v) of the occurrence of any event, within the period
referenced in paragraph (e) below, as a result of which the Prospectus as then
amended or supplemented would include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in light of the circumstances when the Prospectus is delivered to a
purchaser, not misleading, and (vi) of the receipt by the Company of any
notification with respect to any suspension of the qualification of the
Securities for offer and sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and to use every reasonable
effort to prevent the issuance of any such stop order, or of any order
preventing or suspending the use of any preliminary prospectus or the
Prospectus, or of any order suspending any such qualification of the Securities,
or notification of any such order thereof and, if issued, to obtain as soon as
possible the withdrawal thereof;

         (e) if, during such period of time after the first date of the public
offering of the Securities as in the opinion of counsel for the Underwriters a
prospectus relating to the Securities is required by law to be delivered in
connection with sales by an Underwriter or dealer, any event shall occur as a
result of which it is necessary to amend or supplement the Prospectus in order
to make the statements therein, in the light of the circumstances when the
Prospectus is delivered to a purchaser, not misleading, or if it is necessary to
amend or supplement the Prospectus to comply with law, forthwith to prepare and
furnish, at the expense of the Company, to the Underwriters and to the dealers
(whose names and addresses the Representative will furnish to the Company) to
which Securities may have been sold by the Representative on behalf of the
Underwriters and to any other dealers upon request, such amendments or
supplements to the Prospectus as may be necessary so that the statements in the
Prospectus as so amended or supplemented will not, in the light of the
circumstances when the Prospectus is delivered to a purchaser, be misleading or
so that the Prospectus will comply with law;

         (f) to endeavor to qualify the Securities for offer and sale under the
securities or blue sky laws of such jurisdictions as the Representative shall
reasonably request, including filing a general consent to service of process in
any jurisdiction, and to continue such qualification in effect so long as
reasonably required for distribution of the Securities; provided that the
Company shall not be required to qualify to do business in any jurisdiction or
take any action which would subject it to service of process other than service
of process arising out of the offer or sale of Securities in any jurisdiction
where it is not now subject;

                                        8



         (g) to make generally available to its security holders and to the
Representative as soon as practicable an earnings statement which will satisfy
the provisions of Section 11(a) of the Securities Act and Rule 158 of the
Commission promulgated thereunder covering a period of at least twelve months
beginning with the first fiscal quarter of the Company occurring after the
"effective date" (as defined in Rule 158) of the Registration Statement;

         (h) for a period of five years after the date hereof, to furnish to the
Representative (i) copies of all reports or other communications (financial or
other) furnished to holders of the Securities, and copies of any reports and
financial statements furnished to or filed with the Commission or any national
securities exchange, (ii) copies of each annual report of the Company furnished
to its members and (iii) such other information concerning the Company as the
Representative reasonably may request;

         (i) during the period beginning on the date hereof and continuing to
and including the Business Day after the Closing Date, not to offer, sell,
contract to sell, or otherwise dispose of any debt securities of or guaranteed
by the Company which are substantially similar to the Securities; (j) to use the
net proceeds received by the Company from the sale of the Securities pursuant to
this Agreement in the manner specified in the Prospectus under the caption "Plan
of Finance and Use of Proceeds";

         (k) whether or not the transactions contemplated in this Agreement are
consummated or this Agreement is terminated, to pay or cause to be paid all
costs and expenses incident to the performance of its obligations hereunder,
including without limiting the generality of the foregoing, all fees, costs and
expenses (i) incident to the preparation, issuance, execution, authentication
and delivery of the Securities, including any fees and expenses of the Trustee,
(ii) incident to the preparation, printing, reproduction, and filing under the
Securities Act of the Registration Statement, the Prospectus and any preliminary
prospectus (including in each case all exhibits, amendments and supplements
thereto), (iii) incurred in connection with the registration or qualification
and determination of eligibility for investment of the Securities under the laws
of such jurisdictions as the Underwriters may designate (including fees of
counsel for the Underwriters and their disbursements but not with respect to any
legal investment survey), (iv) related to any filing with National Association
of Securities Dealers, Inc., (v) in connection with the printing (including word
processing and duplication costs) and delivery of this Agreement, the Form T-1,
the Indenture, the preliminary and supplemental blue sky memoranda (but not any
legal investment survey) and the furnishing to Underwriters and dealers of
copies of the Registration Statement, the Prospectus and any preliminary
prospectus, including mailing and shipping, as herein provided, (vi) payable to
rating agencies in connection with the rating of the Securities, (vii) incurred
by the Company in connection with a "road show" presentation to potential
investors, (viii) of any transfer agent, (ix) of independent public accountants
in connection with the offering of the Securities, (x) in connection with any
credit enhancement for the Securities and (xi) of counsel for the Underwriters
in connection with this Agreement and the actions contemplated by this
Agreement.

         6. The several obligations of the Underwriters hereunder to purchase
the Securities on the Closing Date are subject to the performance by the Company
of its obligations hereunder and to the following additional conditions:

         (a) no stop order suspending the effectiveness of the Registration
Statement shall be in effect, and no proceedings for such purpose shall be
pending before or threatened by the

                                        9



Commission; the Prospectus shall have been filed with the Commission pursuant to
Rule 424 within the applicable time period prescribed for such filing by the
rules and regulations under the Securities Act; and all requests for additional
information shall have been complied with to the satisfaction of the
Representative;

         (b) the representations and warranties of the Company contained herein
are true and correct on and as of the Closing Date as if made on and as of the
Closing Date and the Company shall have complied with all agreements and all
conditions on its part to be performed or satisfied hereunder at or prior to the
Closing Date;

         (c) subsequent to the execution and delivery of this Agreement and
prior to the Closing Date, there shall not have occurred any downgrading, nor
shall any notice have been given of (i) any downgrading, (ii) any intended or
potential downgrading or (iii) any review or possible change that does not
indicate an improvement, in the rating accorded any securities of or guaranteed
by the Company by any "nationally recognized statistical rating organization,"
as such term is defined for purposes of Rule 436(g)(2) under the Securities Act;


         (d) since the date of the most recent audited financial statements
included or incorporated by reference in the Prospectus or, with respect to
information included or incorporated by reference in the Prospectus as of a more
recent date, since such more recent date, otherwise than as set forth or
contemplated in the Prospectus, there shall not have been (i) any change in the
patronage capital, margins or long-term debt of the Company, (ii) any material
adverse change, or any development involving a prospective material adverse
change, in or affecting the general affairs, business, properties, prospects,
management, financial position, patronage capital, margins or results of
operations of the Company and its subsidiaries, taken as a whole, or (iii) any
material loss or interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor dispute
or court or governmental action, order or decree, the effect of which in the
judgment of the Representative makes it impracticable or inadvisable to proceed
with the public offering or the delivery of the Securities on the Closing Date
on the terms and in the manner contemplated in the Prospectus;

         (e) the Representative shall have received on and as of the Closing
Date a certificate of the Senior Vice President of Accounting and Finance, to
the effect set forth in subsections (a) through (c) (with respect to the
respective representations, warranties, agreements and conditions of the
Company) of this section and to the further effect that there has not occurred
any material adverse change, or any development involving a prospective material
adverse change, in or affecting the general affairs, business, properties,
prospects, management, financial position, equities, margins or results of
operations of the Company and its subsidiaries taken as a whole from that set
forth or contemplated in the Registration Statement and as to such other matters
as you may reasonably request;

         (f) Orrick, Herrington & Sutcliffe LLP, special counsel for the
Company, shall have furnished to the Representative its written opinion, dated
the Closing Date, in form and substance satisfactory to the Representative; the
opinion of Orrick, Herrington & Sutcliffe LLP described above shall be rendered
to the Underwriters at the request of the Company and shall so state therein;
(g) LeClair Ryan, general counsel for the Company, shall have furnished to the
Representative its written opinion, dated the Closing Date, in form and
substance satisfactory to the

                                       10



Representative; the opinion of LeClair Ryan described above shall be rendered to
the Underwriters at the request of the Company and shall so state therein;

         (h) on the date hereof and also on the Closing Date, each of Ernst &
Young LLP and PricewaterhouseCoopers LLP shall have furnished to you letters,
dated such date, in form and substance satisfactory to you, containing
statements and information of the type customarily included in accountants'
"comfort letters" to underwriters with respect to the financial statements and
certain financial information contained in the Registration Statement and the
Prospectus;

         (i) the Representative shall have received on and as of the Closing
Date an opinion of Sutherland Asbill & Brennan LLP, counsel to the Underwriters,
with respect to the validity of the Indenture and the Securities, the
Registration Statement, the Prospectus and other related matters as the
Representative may reasonably request, and such counsel shall have received such
papers and information as they may reasonably request to enable them to pass
upon such matters;

         (j) on or prior to the Closing Date the Company shall have furnished to
the Representative a copy of a letter from the manager of Northern Virginia
Electric Cooperative, in form and substance satisfactory to the Representative;

         (k) on and as of the Closing Date the Secretary of the Company shall
have furnished to the Representative a certificate, satisfactory to the
Representative, attaching a true and correct copy of the Company's Articles of
Incorporation and Bylaws and attaching such other documents and certifying as to
such other matters as you may reasonably request;

         (l) on or prior to the Closing Date the Company shall have furnished to
the Representative such further opinions, certificates and documents as the
Representative shall reasonably request and shall have obtained such consents
and approvals as may be required in connection with the issuance and sale of the
Securities and the execution, delivery and performance of this Agreement and the
Indenture;

         (m) on or prior to the Closing Date the Federal Energy Regulatory
Commission ("FERC") shall have issued a final order approving the issuance of
the Securities and allowing for exemption from FERC's competitive bidding
procedures and negotiated placement requirements;

         (n) If payment by the Company of its obligations with respect to any of
the Securities will be insured by a financial guaranty insurance policy, the
Representative shall have received on and as of the Closing Date a certificate
of the bond insurer and an opinion of the counsel for the bond insurer, each in
form and substance satisfactory to the Representative; and

         (o) If payment by the Company of its obligations with respect to any of
the Securities will be insured by a financial guaranty insurance policy, the
bond insurer shall have delivered the financial guaranty insurance policy with
respect to the Securities in the form set forth in the Prospectus.

     7. The Company agrees to indemnify and hold harmless each Underwriter and
each person, if any, who controls any Underwriter within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages and liabilities (including, without
limitation, the reasonable legal fees and other expenses incurred in connection
with any suit, action or proceeding or any claim asserted) caused by any

                                       11



untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement or the Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto) or any
preliminary prospectus, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any untrue statement or omission or alleged
untrue statement or omission made (i) in reliance upon and in conformity with
information relating to any Underwriter furnished to the Company in writing by
such Underwriter through the Representative expressly for use therein or (ii) in
the preliminary prospectus (or any amendment or supplement thereto) but not in
the Prospectus in the case of losses, claims, damages or liabilities of an
Underwriter to a purchaser of the Securities to whom such Underwriter failed to
confirm the purchase and sale of the Securities by delivery of a Prospectus.

Each Underwriter agrees, severally and not jointly, to indemnify and hold
harmless the Company, its directors, its officers who sign the Registration
Statement and each person who controls the Company within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act to the same extent
as the foregoing indemnity from the Company to each Underwriter, but only with
reference to information relating to such Underwriter furnished to the Company
in writing by such Underwriter through the Representative expressly for use in
the Registration Statement, the Prospectus, any amendment or supplement thereto,
or any preliminary prospectus.

If any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any person
in respect of which indemnity may be sought pursuant to either of the two
preceding paragraphs, such person (the "Indemnified Person") shall promptly
notify the person against whom such indemnity may be sought (the "Indemnifying
Person") in writing, and the Indemnifying Person, upon request of the
Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others the
Indemnifying Person may designate in such proceeding and shall pay the fees and
expenses of such counsel related to such proceeding. In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary, (ii) the Indemnifying Person has failed within
a reasonable time to retain counsel reasonably satisfactory to the Indemnified
Person or (iii) the named parties in any such proceeding (including any
impleaded parties) include both the Indemnifying Person and the Indemnified
Person and the Indemnified Person shall be advised by counsel in writing that
representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them. It is understood that the
Indemnifying Person shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the fees and expenses of more
than one separate firm (in addition to any local counsel) for all Indemnified
Persons, and that all such fees and expenses shall be reimbursed as they are
incurred. Any such separate firm for the Underwriters and such control persons
of Underwriters shall be designated in writing by J.P. Morgan Securities Inc.
and any such separate firm for the Company, its directors, its officers who sign
the Registration Statement and such control persons of the Company shall be
designated in writing by the Company. The Indemnifying Person shall not be
liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the Indemnifying Person agrees to indemnify any Indemnified
Person from and against any loss or liability by reason of such settlement or
judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified
Person shall

                                       12



have requested an Indemnifying Person to reimburse the Indemnified Person for
the reasonable fees and expenses of counsel as contemplated by the third
sentence of this paragraph, the Indemnifying Person agrees that it shall be
liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 30 days after receipt by such
Indemnifying Person of the aforesaid request and (ii) such Indemnifying Person
shall not have reimbursed the Indemnified Person in accordance with such request
prior to the date of such settlement. No Indemnifying Person shall, without the
prior written consent of the Indemnified Person, effect any settlement of any
pending or threatened proceeding in respect of which any Indemnified Person is
or could have been a party and indemnity could have been sought hereunder by
such Indemnified Person, unless such settlement includes an unconditional
release of such Indemnified Person from all liability on claims that are the
subject matter of such proceeding.

If the indemnification provided for in the first and second paragraphs of this
Section 7 is unavailable to an Indemnified Person or insufficient in respect of
any losses, claims, damages or liabilities referred to therein, then each
Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters on the
other hand from the offering of the Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company on the one
hand and the Underwriters on the other in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and the Underwriters on the other shall be deemed
to be in the same respective proportions as the net proceeds from the offering
of such Securities (before deducting expenses) received by the Company and the
total underwriting discounts and the commissions received by the Underwriters
bear to the aggregate public offering price of the Securities. The relative
fault of the Company on the one hand and the Underwriters on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or by the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

The Company and the Underwriters agree that it would not be just and equitable
if contribution pursuant to this Section 7 were determined by pro rata
                                                              --- ----
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Person as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses incurred by such Indemnified Person in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, in no event shall an
Underwriter be required to contribute any amount in excess of the amount by
which the total price at which the Securities underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages that
such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any

                                       13



person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations to contribute pursuant to this Section 7 are several
in proportion to the respective principal amount of Securities set forth
opposite their names in Schedule II hereto, and not joint.

The remedies provided for in this Section 7 are not exclusive and shall not
limit any rights or remedies which may otherwise be available to any indemnified
party at law of in equity.

The indemnity and contribution agreements contained in this Section 7 and the
representations and warranties of the Company set forth in this Agreement shall
remain operative and in full force and effect regardless of (i) any termination
of this Agreement, (ii) any investigation made by or on behalf of any
Underwriter or any person controlling any Underwriter or by or on behalf of the
Company, its officers or directors or any other person controlling the Company
and (iii) acceptance of and payment for any of the Securities.

         8. Notwithstanding anything herein contained, this Agreement may be
terminated in the absolute discretion of the Representative, by written notice
given to the Company, if after the execution and delivery of this Agreement and
prior to the Closing Date (i) trading generally shall have been suspended or
materially limited on or by, as the case may be, any of the New York Stock
Exchange, the American Stock Exchange, the National Association of Securities
Dealers, Inc., the Chicago Board Options Exchange, the Chicago Mercantile
Exchange or the Chicago Board of Trade, (ii) trading of any securities of or
guaranteed by the Company shall have been suspended on any exchange or in any
over-the-counter market, (iii) a general moratorium on commercial banking
activities in New York shall have been declared by either Federal or New York
State authorities, or (iv) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis
that, in the judgment of the Representative, is material and adverse and which,
in the judgment of the Representative, makes it impracticable to market the
Securities on the terms and in the manner contemplated in the Prospectus.

         9. This Agreement shall become effective upon the execution and
delivery hereto by the parties hereto.

         10. If on the Closing Date any one or more of the Underwriters shall
fail or refuse to purchase Securities which it or they have agreed to purchase
hereunder, and the aggregate principal amount of Securities which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
is not more than one-tenth of the aggregate principal amount of the Securities,
the other Underwriters shall be obligated severally in the proportions that the
principal amount of Securities set forth opposite their respective names in
Schedule II bears to the aggregate principal amount of Securities set forth
opposite the names of all such non-defaulting Underwriters, or in such other
proportions as the Representative may specify, to purchase the Securities which
such defaulting Underwriter or Underwriters agreed but failed or refused to
purchase on such date; provided that in no event shall the principal amount of
                       --------
Securities that any Underwriter has agreed to purchase pursuant to Section 1 be
increased pursuant to this Section 10 by an amount in excess of one-tenth of
such principal amount of Securities without the written consent of such
Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail
or refuse to purchase Securities, and the aggregate principal amount of
Securities with respect to which such default occurs is more than one-tenth of
the aggregate principal amount of Securities to be purchased, and arrangements
satisfactory to the Representative and the Company for the purchase of such
Securities are not made within 36 hours after such default, this Agreement shall
terminate without liability on the part of any non-defaulting Underwriter or the
Company. In any such case that does not result in termination of this

                                       14



Agreement, either you or the Company shall have the right to postpone the
Closing Date, but in no event for longer than seven days, in order that the
required changes, if any, in the Registration Statement and in the Prospectus or
in any other documents or arrangements may be effected. Any action taken under
this paragraph shall not relieve any defaulting Underwriter from liability in
respect of any default of such Underwriter under this Agreement.

         11. If this Agreement shall be terminated by the Underwriters, or any
of them, because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement, or if for
any reason the Company shall be unable to perform its obligations under this
Agreement or any condition of the Underwriters' obligations cannot be fulfilled,
the Company agrees to reimburse the Underwriters or such Underwriters as have so
terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and expenses of their counsel)
reasonably incurred by such Underwriters in connection with this Agreement or
the offering of Securities.

         12. This Agreement shall inure to the benefit of and be binding upon
the Company, the Underwriters, any controlling persons referred to herein and
their respective successors and assigns. Nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any other person, firm or
corporation any legal or equitable right, remedy or claim under or in respect of
this Agreement or any provision herein contained. No purchaser of Securities
from any Underwriter shall be deemed to be a successor by reason merely of such
purchase.

         13. Any action by the Underwriters hereunder may be taken by the
Representative on behalf of the Underwriters, and any such action taken by the
Representative shall be binding upon the Underwriters. All notices and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if mailed or transmitted by any standard form of telecommunication.
Notices to the Underwriters shall be given at the address set forth in Schedule
I hereto. Notices to the Company shall be given to it at 4201 Dominion
Boulevard, Richmond, Virginia 23060 (telefax: 804-747-3742); Attention: Daniel
M. Walker.

         14. This Agreement may be signed in counterparts, each of which shall
be an original and all of which together shall constitute one and the same
instrument.

         15. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to the conflicts
of laws provisions thereof.

                                       15



If the foregoing is in accordance with your understanding, please sign and
return four counterparts hereof.

                             Very truly yours,

                             Old Dominion Electric Cooperative

                             By:_______________________

                                Daniel M. Walker
                                Senior Vice President of Accounting and Finance

Accepted:  ___________, 2002

J.P. Morgan Securities Inc.
Acting severally on behalf of itself
and the several Underwriters listed
in Schedule II hereto.

By:___________________________

                                       16



                                   SCHEDULE I

Representative:       J.P. Morgan Securities Inc.

Registration Statement
 No.:                      333-100577

Securities:                $____________% 2002 Series B Bonds Due ____

Purchase Price:       $________________________________________

Price to Public:           __% of the principal amount of the Securities,
                           plus accrued interest, if any, from _______, 2002
                           to the Closing Date.

                           Indenture: The Indenture of Mortgage and Deed of
                           Trust dated as of May 1, 1992 between the Company and
                           Crestar Bank, as Trustee, as amended and supplemented
                           through and including the Fourteenth Supplemental
                           Indenture, dated as of ________, 2002.

Closing Date:              _____________________________________________

Location for
Inspection of

Global Bonds:              Orrick, Herrington & Sutcliffe LLP
                           666 Fifth Avenue
                           New York, New York 10103

Closing Location:          Orrick, Herrington & Sutcliffe LLP
                           666 Fifth Avenue
                           New York, New York 10103

Address for Notices
 to Underwriters:          J.P. Morgan Securities Inc.
                           270 Park Avenue, 48th Floor
                           New York, New York 10017
                           Attn:  Old Dominion Transaction Execution Group
                           Fax:  (212) 834-6702



                                   SCHEDULE II

                                                           Amount of
                                                           ---------
         Underwriter                               Securities To Be Purchased
         -----------                               --------------------------

J.P. Morgan Securities Inc.
Goldman, Sachs & Co.

                  Totals

EX-4.14

                                                                    Exhibit 4.14

     THIS INSTRUMENT PREPARED BY
     RICHARD W. GREGORY, ESQUIRE
     LECLAIR RYAN, A PROFESSIONAL CORPORATION
     4201 DOMINION BOULEVARD, ST. 200
     GLEN ALLEN, VIRGINIA 23060

             THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A PUBLIC
                                    UTILITY
                THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY
                                   PROVISIONS

     ------------------------------------------------------------------------

                       OLD DOMINION ELECTRIC COOPERATIVE,

                                     GRANTOR

                                       TO

                                  SUNTRUST BANK
                     (Successor by Merger to Crestar Bank),

                                     TRUSTEE

                                -----------------

                        THIRTEENTH SUPPLEMENTAL INDENTURE
                          Dated as of November 1, 2002

                              ---------------------

           Supplemental to the Indenture of Mortgage and Deed of Trust
                             Dated as of May 1, 1992

     ------------------------------------------------------------------------

                  A Mortgage of Both Real and Personal Property

           THIS INSTRUMENT IS EXEMPT FROM RECORDATION TAX PURSUANT TO
       VIRGINIA CODE SECTION 58.1-803.D. RECORDATION TAX HAS BEEN PAID IN
        THE OFFICE OF THE CLERK OF THE CIRCUIT COURT FOR HALIFAX COUNTY,
            VIRGINIA ON A SECOND SUPPLEMENTAL INDENTURE RECORDED IN
                             DEED BOOK 588, PAGE 1



                        THIRTEENTH SUPPLEMENTAL INDENTURE

                  THIS THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of November
         1, 2002 (the "Thirteenth Supplemental Indenture"), between Old Dominion
         Electric Cooperative, a Virginia utility aggregation cooperative (the
         "Company"), whose mailing address and address of its chief executive
         office is Innsbrook Corporate Center, 4201 Dominion Boulevard, Glen
         Allen, Virginia 23060, and SunTrust Bank, a Georgia banking corporation
         and successor by merger to Crestar Bank, as trustee (the "Trustee"),
         having a corporate trust office at 919 East Main Street, 10th Floor,
         Corporate Trust Administration, Richmond, Virginia 23219.

                  WHEREAS, the Company has heretofore executed and delivered an
         Indenture of Mortgage and Deed of Trust, dated as of May 1, 1992 (the
         "Original Indenture"), to secure, as provided therein, Bonds, to be
         issued in one or more series as provided in the Original Indenture, as
         supplemented, modified or amended (the Original Indenture as so
         supplemented, modified or amended and in effect from time to time, the
         "Indenture");

                  WHEREAS, the Original Indenture was recorded among the land
         records in the counties of Halifax, Louisa, Spotsylvania and Orange,
         Virginia, and a UCC Form 1 concerning the Original Indenture was
         recorded among the financing statement records at the Virginia State
         Corporation Commission and the Counties of Henrico, Halifax, Louisa,
         Spotsylvania and Orange, Virginia;

                  WHEREAS, the Company has heretofore executed and delivered a
         First Supplemental Indenture, dated as of August 1, 1992 (hereinafter
         the "First Supplemental Indenture"), its Second Supplemental Indenture,
         dated as of December 1, 1992 (hereinafter called the "Second
         Supplemental Indenture"), its Third Supplemental Indenture, dated as of
         May 1, 1993 (hereinafter called the "Third Supplemental Indenture"),
         its Fourth Supplemental Indenture, dated as of December 15, 1994
         (hereinafter called the "Fourth Supplemental Indenture"), its Fifth
         Supplemental Indenture, dated as of February 29, 1996 (hereinafter
         called the "Fifth Supplemental Indenture"), its Sixth Supplemental
         Indenture, dated as of November 28, 1997 (hereinafter called the "Sixth
         Supplemental Indenture"), its Seventh Supplemental Indenture, dated as
         of November 1, 1998 (hereinafter called the "Seventh Supplemental
         Indenture"), its Eighth Supplemental Indenture, dated as of November
         30, 1998 (hereinafter called the "Eighth Supplemental Indenture"), its
         Ninth Supplemental Indenture, dated as of November 1, 1999 (hereinafter
         called the "Ninth Supplemental Indenture"), its Tenth Supplemental
         Indenture, dated as of November 1, 2000 (hereinafter called the "Tenth
         Supplemental Indenture"), its Eleventh Supplemental Indenture, dated as
         of September 1, 2001 (hereinafter called the "Eleventh Supplemental
         Indenture") and its Twelfth Supplemental Indenture, dated as of
         November 1, 2001 (hereinafter called the "Twelfth Supplemental
         Indenture"), supplementing the Original Indenture, each of which, with
         the exception of the Fourth Supplemental Indenture, provided for the
         creation of a new series of Bonds and, some cases, subjected, or
         intended to subject, to the lien of the Indenture certain property
         described therein;



                  WHEREAS, each of the above-referenced supplemental indentures
         to the Original Indenture were recorded among the land records for the
         counties of Halifax, Louisa, Spotsylvania and Orange, Virginia and
         among the financing statement records at the Virginia State Corporation
         Commission and the Counties of Henrico, Halifax, Louisa, Spotsylvania
         and Orange, Virginia, which (except for the County of Henrico) are all
         of the recording offices in which this Thirteenth Supplemental
         Indenture will be recorded;

                  WHEREAS, pursuant to the Original Indenture, the First
         Supplemental Indenture, the Second Supplemental Indenture, the Third
         Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth
         Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth
         Supplemental Indenture, the Ninth Supplemental Indenture, the Tenth
         Supplemental Indenture, the Eleventh Supplemental Indenture and the
         Twelfth Supplemental Indenture there have been executed, authenticated,
         delivered and issued and there are now outstanding First Mortgage
         Bonds.

                  WHEREAS, in connection with acquisition, equipping and
         construction of a two unit coal-fired electric generating facility in
         Halifax County, Virginia in which the Company has an undivided 50%
         interest (the "Project"), the Company installed solid waste disposal
         and sewage facilities (the "Facilities"). Pursuant to a loan agreement
         dated as of December 1, 1992 (as supplemented and amended the "Initial
         Loan Agreement"), between the Company and the Industrial Development
         Authority of Halifax, County, Virginia (the "Authority"), the Authority
         financed the construction of the Facilities by issuing its Exempt
         Facility Revenue Bonds (Old Dominion Electric Cooperative Project)
         Series 1992, Exempt Facility Refunding Revenue Bonds (Old Dominion
         Electric Cooperative Project) Series 1997, Exempt Facility Refunding
         Revenue Bonds (Old Dominion Electric Cooperative Project) Series 1998,
         Exempt Facility Refunding Revenue Bonds (Old Dominion Electric
         Cooperative Project) Series 1999, Exempt Facility Refunding Revenue
         Bonds (Old Dominion Electric Cooperative Project) Series 2000, and
         Exempt Facility Refunding Revenue Bonds (Old Dominion Electric
         Cooperative Project) Series 2001 (collectively, the "Prior Tax-Exempt
         Bonds"). The Company's obligation to repay the loan from the Authority
         was evidenced by its First Mortgage Bonds, 1992 Series C, First
         Mortgage Bonds, 1997 Series A, First Mortgage Bonds, 1998 Series A,
         First Mortgage Bonds, 1999 Series A, First Mortgage Bonds, 2000 Series
         A and 2001 Series B Bonds (collectively, the "Prior Company Bonds");

                  WHEREAS, pursuant to a loan agreement dated as of November 1,
         2002 (the "Loan Agreement"), between the Company the Authority, the
         Authority proposes to refund all of the Authority's outstanding Prior
         Tax-Exempt Bonds on December 1, 2002. The Prior Tax-Exempt Bonds will
         be refunded by the Authority (concurrently with the defeasance of the
         Prior Tax-Exempt Bonds) issuing its Exempt Facility Revenue Bonds (Old
         Dominion Electric Cooperative Project) Series 2002 (the "Series 2002
         Tax-Exempt Bonds"). Concurrently with the retirement of the Prior
         Company Bonds, the Company's obligation to repay the new loan from the
         Authority shall be evidenced by a new series of Bonds to be designated
         2002 Series A Bonds (the "2002 Series A Bonds");



                  WHEREAS, the Board of Directors of the Company has authorized
         the establishment and issuance of the 2002 Series A Bonds, and the
         Company has complied or will comply with all provisions required to
         issue Additional Bonds provided for in the Original Indenture;

                  WHEREAS, the Company desires to execute and deliver this
         Thirteenth Supplemental Indenture, in accordance with the provisions of
         the Indenture, for the purposes of providing for the creation of a new
         series of Bonds, designating the series to be created and specifying
         the form and provisions of the Bonds of the new series;

                  WHEREAS, Section 13.01 of the Indenture provides that, without
         the consent of the Holders of any of the Bonds at the time Outstanding,
         the Company, when authorized by a Board Resolution, and the Trustee may
         enter into a Supplemental Indenture for the purposes and subject to the
         conditions set forth in such Section 13.01;

                  WHEREAS, the Company proposes to supplement and amend the
         Indenture as provided herein in compliance with Section 13.01 thereof,
         and

                  WHEREAS, all acts and proceedings required by law and by the
         Articles of Incorporation and Bylaws of the Company necessary to secure
         the payment of the principal and Redemption Price of and interest on
         the 2002 Series A Bonds, to make the 2002 Series A Bonds to be issued
         hereunder, when executed by the Company, authenticated and delivered by
         the Trustee and duly issued, the valid, binding and legal obligations
         of the Company, and to constitute that the Indenture is a valid and
         binding mortgage for the security of all of the Bonds prior to the
         Release Date, in accordance with its and their terms, have been done
         and taken; and the execution and delivery of this Thirteenth
         Supplemental Indenture has been in all respects duly authorized.

                  NOW, THEREFORE, THIS THIRTEENTH SUPPLEMENTAL INDENTURE
         WITNESSETH, that, to secure the payment of the principal of (and
         premium, if any) and interest on the Outstanding Secured Bonds until
         the Release Date, to confirm the lien of the Indenture upon the Trust
         Estate mentioned therein including all property purchased, constructed
         or otherwise acquired by the Company since the date of execution of the
         Original Indenture until the Release Date, to secure performance of the
         covenants therein and herein contained, to declare the terms and
         conditions on which the Outstanding Secured Bonds are secured, and in
         consideration of the premises thereof and hereof, the Company by these
         presents does grant, bargain, sell, alienate, remiss, release, convey,
         assign, transfer, mortgage, hypothecate, pledge, set over and confirm
         to the Trustee, in trust, all property, rights, privileges and
         franchises (other than Excepted Property) of the Company of the
         character described in the Granting Clauses of the Indenture, including
         all such property, rights, privileges and franchises acquired since the
         date of execution of the Original Indenture, including, without
         limitation, all of those fee and leasehold interests in real property,
         if any, which may hereafter be constructed or acquired by it, but
         subject to all exceptions, reservations and matters of the character
         therein referred to, and expressly excepting and excluding from the
         lien and operation of



         the Indenture all properties of the character specifically excepted by
         paragraphs (A) through (K) of "Excepted Property" in the Indenture to
         the extent contemplated thereby, and all property heretofore released
         or otherwise disposed of pursuant to the provisions of the Indenture.

                  PROVIDED, HOWEVER, that (i) if, upon the occurrence of an
         Event of Default, the Trustee, or any separate trustee or co-trustee
         appointed under Section 10.14 of the Indenture or any receiver
         appointed pursuant to statutory provision or order of court, shall have
         entered into possession of all or substantially all of the Trust
         Estate, all the Excepted Property described or referred to in
         paragraphs (A) through (G), inclusive, of "Excepted Property" in the
         Indenture then owned or thereafter acquired by the Company shall
         immediately, and, in the case of any Excepted Property described or
         referred to in paragraphs (H) through (J) inclusive, of "Excepted
         Property" in the Indenture, upon demand of the Trustee or such other
         trustee or receiver, become subject to the lien of the Indenture to the
         extent permitted by law, and the Trustee or such other trustee or
         receiver may, to the extent permitted by law, at the same time likewise
         take possession thereof, and (ii) whenever all Events of Default shall
         have been cured and the possession of all or substantially all of the
         Trust Estate shall have been restored to the Company, such Excepted
         Property shall again be excepted and excluded from the lien of the
         Indenture to the extent and otherwise as hereinabove set forth and as
         set forth in the Indenture.

                  The Company may, however, pursuant to Granting Clause Third of
         the Indenture, subject any Excepted Property to the lien of the
         Indenture, whereupon the same shall cease to be Excepted Property.

                  TO HAVE AND TO HOLD all said property, rights, privileges and
         franchises of every kind and description, real, personal or mixed,
         hereby and hereafter (by Supplemental Indenture or otherwise) granted,
         bargained, sold, alienated, remised, released, conveyed, assigned,
         transferred, mortgaged, hypothecated, pledged, set over or confirmed as
         aforesaid, or intended, agreed or covenanted so to be, together with
         all the appurtenances thereto appertaining unto the Trustee and its
         successors and assigns forever.

                  SUBJECT, HOWEVER, to (i) Permitted Encumbrances (as defined in
         Section 1.01 of the Indenture), (ii) to the extent permitted by Section
         14.06 of the Indenture, as to property acquired since the date of
         execution of the Original Indenture, (a) any duly recorded or perfected
         prior mortgage or other lien that may exist thereon at the date of the
         acquisition thereof by the Company, and (b) purchase money mortgages
         created by the Company at the time of acquisition thereof, and (iii)
         defects of title to and encumbrances on property described in Article
         IV of the First Supplemental Indenture.

                  BUT IN TRUST, NEVERTHELESS, with power of sale, for the equal
         and proportionate benefit and security of the Holders from time to time
         of all the Outstanding



         Secured Bonds without any priority of any such Bond over any other such
         Bond and for the enforcement of the payment of such Bonds in accordance
         with their terms.

                  UPON CONDITION that, until the happening of an Event of
         Default and subject to the provisions of Article Six of the Indenture,
         the Company shall be permitted to possess and use the Trust Estate,
         except cash, securities and other personal property deposited, or
         required to be deposited, with the Trustee and to explore for, mine,
         extract and dispose of coal, ore, gas, oil and other minerals, to
         harvest standing timber and to receive and use the rents, issues,
         profits, revenues and other income, products and proceeds of the Trust
         Estate.

                  AND IT IS HEREBY COVENANTED AND DECLARED that all the Bonds
         are to be authenticated and delivered and the Trust Estate is to be
         held and applied by the Trustee, subject to the further covenants,
         conditions and trusts set forth in the Indenture, and the Company does
         hereby covenant and agree to and with the Trustee, for the equal and
         proportionate benefit of all Holders of the Bonds as follows:

                                   ARTICLE I

                   TERMS AND ISSUE OF THE 2002 SERIES A BONDS

                  Section 1.01. General. There shall be hereby established under
         the Indenture, as further amended by this Thirteenth Supplemental
         Indenture, a series of Bonds, known as and entitled "2002 Series A
         Bonds." The aggregate principal amount of 2002 Series A Bonds which may
         be authenticated and delivered and Outstanding is limited to SIXTY
         MILLION TWO HUNDRED TEN THOUSAND AND NO/00 DOLLARS ($60,210,000.00).
         The Trustee is hereby appointed as Authenticating Agent for the 2002
         Series A Bonds.

                  The 2002 Series A Bonds shall be issuable in fully registered
         form without coupons and in denominations of $5,000 and integral
         multiples thereof. Each 2002 Series A Bond shall be dated the date of
         its issuance and delivery. The 2002 Series A Bonds shall mature on the
         dates and in the principal amounts, and shall bear interest, payable
         semi-annually on June 1 and December 1 in each year, commencing June 1,
         2003, at the respective rates per annum, as shown below:

                                                Principal           Interest
                      Maturity Date             Amount              Rate
                      -----------------------   -----------------   ------------
                      June 1, 2028              $27,755,000.00      5.00%

                      June 1, 2028              $32,455,000.00      5.625%



         Interest on the 2002 Series A Bonds shall be computed on the basis of a
         360-day year of twelve 30-day months.

                  The 2002 Series A Bonds shall be issued to and registered in
         the name of the Authority and subsequently will be pledged and assigned
         by the Authority to SunTrust Bank, a Georgia banking corporation, as
         trustee (the "Tax-Exempt Bond Trustee") pursuant to that certain
         Indenture of Trust, dated as of November 1, 2002, between the Authority
         and the Tax-Exempt Bond Trustee (as supplemented and amended, the
         "Tax-Exempt Indenture") and will secure the obligations of the Company
         under that certain Loan Agreement, dated as of November 1, 2002,
         between the Authority and the Company (as supplemented and amended, the
         "Loan Agreement").

                  The 2002 Series A Bonds shall be lettered "A" and numbered
         from 1 consecutively upwards in order of maturity on original issuance
         and order of issuance thereafter. The principal and Redemption Price
         and interest on the 2002 Series A Bonds shall be payable in lawful
         money of the United States of America to the registered owner of the
         2002 Series A Bonds or its assignee in accordance with the provisions
         of the Loan Agreement by wire transfer or other method acceptable to
         such registered owner or its assignee in funds which will be
         immediately available on the applicable principal and/or Interest
         Payment Date or Redemption Date. Interest on the 2002 Series A Bonds
         shall be payable without presentation of the 2002 Series A Bonds for
         payment. Payment of the principal or Redemption Price of any 2002
         Series A Bond shall be made by the Company to the Tax-Exempt Bond
         Trustee upon presentation and surrender of such Bond to the Trustee.

                  The Regular Record Date referred to in Section 3.09 of the
         Original Indenture for the payment of interest on the 2002 Series A
         Bonds shall be the fifteenth day (whether or not a business day) of the
         calendar month next preceding such Interest Payment Date.

                  Section 1.02 Redemption Dates and Prices. The 2002 Series A
         Bonds may not be called for redemption by the Company at any time prior
         to the Stated Maturity, except as provided below:

                  (A)  Extraordinary Optional Redemption of 2002 Series A Bonds.
                       --------------------------------------------------------

                       (i) The 2002 Series A Bonds are subject to extraordinary
         optional redemption by the Company in whole at any time at a Redemption
         Price equal to 100% of the principal amount of such 2002 Series A
         Bonds, together with accrued interest to the Redemption Date, upon the
         happening of any of the following events:

                           (a) Damage or destruction of the Facilities by fire
         or other casualty to such extent that, or loss of title to or use of
         substantially all of the Facilities as a result of the exercise of the
         power of eminent domain or failure of title which, in the opinion of
         both the Company (expressed in a certificate of an Officer of the
         Company) and an Engineer, both filed with the Trustee and the Tax-



         Exempt Bond Trustee and, that (1) the Facilities cannot be reasonably
         repaired, rebuilt or restored within a period of 12 months to their
         condition immediately preceding such damage or destruction, or (2) the
         Company is prevented from carrying on its normal operations at the
         Facilities for a period of 12 months; or

                           (b) A change in the Constitution of Virginia or of
         the United States of America or a legislative or administrative action
         (whether local, state or Federal) or a final decree, judgment or order
         of any court or administrative body (whether local, state or Federal)
         contested by the Company in good faith which causes (1) the Loan
         Agreement or the 2002 Series A Bonds to become void or unenforceable or
         their performance in accordance with the intent and purpose of the
         parties as expressed therein to be impossible or (2) unreasonable
         burdens or excessive liabilities to be imposed on the Authority or the
         Company.

                       (ii) The 2002 Series A Bonds are subject to extraordinary
         optional redemption by the Company in part on any Interest Payment Date
         at a Redemption Price equal to 100% of the principal amount of the 2002
         Series A Bonds to be redeemed, together with accrued interest to the
         Redemption Date in the event of (i) damage or destruction to any part
         of the Facilities by fire or other casualty or (ii) loss of title to
         any part of the Facilities as a result of the exercise of eminent
         domain or failure of title, but only upon receipt by the Trustee and
         the Tax-Exempt Bond Trustee of the following:

                           (a) A certificate of an Officer of the Company
         stating that there has been either (x) damage or destruction of the
         Facilities by fire or other casualty or (y) loss of title to any part
         of the Facilities as a result of the exercise of eminent domain or
         failure of title and that it is not in the best interest of the Company
         to rebuild such portion of the Facilities; and

                           (b) An Opinion of Counsel stating that the use of the
         condemnation award or insurance proceeds resulting from such casualty
         or loss of title, for purposes other than (x) rebuilding, restoring or
         repairing the Facilities, or (y) redeeming the Series 2002 Tax-Exempt
         Bonds would cause the interest paid or payable on the Series 2002
         Tax-Exempt Bonds (other than interest paid to any "substantial user" of
         the Facilities or "related person" as those terms are defined in
         Section 147(a) of the Internal Revenue Code of 1986, as amended (the
         "Code")) to be includable in the gross income of a holder of Series
         2002 Tax-Exempt Bonds for Federal income tax purposes under the Code
         (or for Virginia state income tax purposes).

                       (iii) To exercise its option to redeem the 2002 Series A
         Bonds, in whole under subsection (A)(i), above, or in part under
         subsection (A)(ii), above, the Company shall comply with the provisions
         of Article Seven of the Original Indenture, if applicable, and shall
         within 120 days after the event permitting its exercise, file the
         required documentation with the Trustee and the Tax-Exempt Bond Trustee
         and specify a date not more than 60 days thereafter for making such
         payments.



                  (B) Optional Redemption.
                      -------------------

                       (i) The 2002 Series A Bonds bearing interest at an annual
         rate of 5.00% are subject to optional redemption by the Company on or
         after June 1, 2013 in whole at any time or in part on any interest
         payment date at par plus accrued interest to the redemption date.

                       (ii) The 2002 Series A Bonds bearing interest at an
         annual rate of 5.625% are subject to optional redemption by the Company
         on or after June 1, 2013, in whole at any time or in part on any
         interest payment date, at the following redemption prices (expressed as
         a percentage of the principal amount of the 2002 Series A Bonds to be
         redeemed) plus interest accrued to the redemption date:

                              Redemption Period                            Price
                              -----------------                            -----

         June 1, 2013 through and including May 30, 2014                   101%

         June 1, 2014 and thereafter                                       100%

                  (C) Mandatory Redemption of the 2002 Series A Bonds. The 2002
                      -----------------------------------------------
         Series A Bonds are subject to mandatory redemption in whole as promptly
         as possible, but no later than 180 days after the occurrence of any
         Determination of Taxability, at a Redemption Price equal to 100% of the
         principal amount of the 2002 Series A Bonds to be redeemed plus
         interest accrued to the Redemption Date. For purposes of this
         paragraph, "Determination of Taxability" shall mean (i) any enactment
         or amendment of any applicable statute or regulation, or (ii) a final
         decree or judgment of any federal court, a final determination by the
         United States Internal Revenue Service or a final judgment or
         determination by any court or agency of the Commonwealth of Virginia,
         with the effect that interest paid or payable on the Series 2002
         Tax-Exempt Bonds (other than interest paid to any "substantial user" of
         the Facilities or "related person" as those terms are defined in
         Section 147(a) of the Code) is or was includable in the gross income of
         a Series 2002 Tax-Exempt Bondholder for Federal income tax purposes
         under the Code (or for Virginia state income tax purposes). A
         Determination of Taxability does not include any tax upon interest
         payable on exempt facility bonds under Section 142 of the Code and
         other statutes and regulations in effect on the date of issuance of the
         Series 2002 Tax-Exempt Bonds and does not include any change in tax
         rates. A Determination of Taxability will be deemed to have occurred on
         the date on which the Tax-Exempt Bond Trustee is first notified in
         writing of any such enactment, amendment, judgment, decree or
         determination.

                  (D) Selection of 2002 Series A Bonds to be Redeemed. If less
                      -----------------------------------------------
         than all of the 2002 Series A Bonds are called for redemption pursuant
         to Section 1.02 (a) and Section 1.02 (b), the 2002 Tax-Exempt Bonds and
         the corresponding 2002 Series A Bonds to be redeemed shall be selected
         by lot, in such manner as the Tax-Exempt Bond Trustee, may determine,
         each portion of $5,000 principal amount being counted as one 2002
         Series A Bond for this purpose. If a portion of a 2002 Series A Bond
         having a principal amount of



         more than $5,000 shall be called for redemption, a new registered 2002
         Series A Bond in principal amount equal to the unredeemed portion
         thereof shall be issued to the registered owner upon the surrender
         thereof.

                  (E) Notice of Redemption. If any 2002 Series A Bond is called
                      --------------------
         for redemption, the Company has covenanted to cause notice of the call
         for redemption to be given to each Holder of such 2002 Series A Bond to
         be redeemed at such Holder's address as the same shall last appear upon
         the Bond Register, by first class mail at least 35 and no more than 60
         days prior to the Redemption Date.

                  Section 1.03 Form of 2002 Series A Bonds. The 2002 Series A
         Bonds and the Trustee's authentication certificate to be executed on
         the Bonds of said series shall be substantially in the form attached
         hereto as Exhibit A, with such appropriate insertions, omissions,
         substitutions and other variations as are required or permitted by the
         Original Indenture, and may have such letters, numbers or other marks
         of identification and such legends or endorsements placed thereon as
         may be required to comply with the rules of any securities exchange or
         as may, consistently herewith, be determined by the Officers executing
         such Bonds, as evidenced by their execution of such Bond.

                                   ARTICLE II
                                  MISCELLANEOUS

                  Section 2.01. This Thirteenth Supplemental Indenture is
         executed and shall be construed as an indenture supplemental and
         amendatory to the Original Indenture, and shall form a part thereof,
         and the Indenture, as hereby supplemented and modified, is hereby
         confirmed. Except to the extent inconsistent with the express terms
         hereof, all of the provisions, terms, covenants and conditions of the
         Indenture shall be applicable to the 2002 Series A Bonds to the same
         extent as if specifically set forth herein. All capitalized terms used
         in this Thirteenth Supplemental Indenture shall be taken to have the
         same meanings as in the Indenture, except in cases where the context
         clearly indicates otherwise.

                  Section 2.02. All recitals in this Thirteenth Supplemental
         Indenture are made by the Company only and not by the Trustee; and all
         of the provisions contained in the Indenture, in respect of the rights,
         privileges, immunities, powers and duties of the Trustee shall be
         applicable in respect hereof as fully and with like effect as if set
         forth herein in full.

                  Section 2.03. Whenever in this Thirteenth Supplemental
         Indenture any of the parties hereto is named or referred to, this
         shall, subject to the provisions of Articles Ten and Twelve of the
         Indenture, be deemed to include the successors and assigns of such
         party, and all the covenants and agreements in this Thirteenth
         Supplemental Indenture contained by or on behalf of the Company, or by
         or on behalf of the Trustee shall, subject as aforesaid, bind and inure
         to the respective benefits of the respective successors and assigns of
         such parties, whether so expressed or not.



                  Section 2.04. Nothing in this Thirteenth Supplemental
         Indenture, expressed or implied, is intended, or shall be construed, to
         confer upon, or to give to, any person, firm or corporation, other than
         the parties hereto and the Holders of the Outstanding Bonds, any right,
         remedy or claim under or by reason of this Thirteenth Supplemental
         Indenture or any covenant, condition, stipulation, promise or agreement
         hereof, and all the covenants, conditions, stipulations, promises and
         agreements in this Thirteenth Supplemental Indenture contained by or on
         behalf of the Company shall be for the sole and exclusive benefit of
         the parties hereto, and of the Holders of Outstanding Bonds.

                  Section 2.05. This Thirteenth Supplemental Indenture may be
         executed in several counterparts, each of such counterparts shall for
         all purposes be deemed to be an original, and all such counterparts, or
         as many of them as the Company and the Trustee shall preserve
         undestroyed, shall together constitute but one and the same instrument.

                  Section 2.06. Although this Thirteenth Supplemental Indenture
         is dated for convenience and for the purpose of reference as of
         November 1, 2002, the actual date or dates of execution by the Company
         and by the Trustee are as indicated by their respective acknowledgments
         hereto annexed.

                  Section 2.07. To the extent permitted by applicable law, this
         Thirteenth Supplemental Indenture shall be deemed to be a Security
         Agreement and Financing Statement whereby the Company grants to the
         Trustee a security interest in all of the Trust Estate that is personal
         property or fixtures under the Uniform Commercial Code, as adopted or
         hereafter adopted in one or more of the states in which any part of the
         properties of the Company are situated. The mailing address of the
         Company, as debtor, is Innsbrook Corporate Center, 4201 Dominion
         Boulevard, Glen Allen, Virginia 23060, and the mailing address of the
         Trustee, as secured party, is SunTrust Bank, Attention: Corporate Trust
         Administration, 919 East Main Street, 10th Floor, Richmond, Virginia
         23219.

                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]



                  IN WITNESS WHEREOF, the parties hereto have caused this
         Thirteenth Supplemental Indenture to be duly executed as of the day and
         year first above written.

         Company:                            OLD DOMINION ELECTRIC
         Innsbrook Corporate Center          COOPERATIVE
         4201 Dominion Boulevard
         Glen Allen, Virginia 23060
                                             By: /s/ Daniel M.Walker
                                                 -------------------
                                                    Name:  Daniel M. Walker
                                                    Title: Senior Vice President

         Trustee:                            SUNTRUST BANK, as Trustee
         919 East Main Street
         10/th/ Floor                        By: /s/ Jackie Shornak
         Corporate Trust Administration          ------------------
         Richmond, Virginia 23219                   Name:  Jackie Shornak
                                                    Title: Asst. Vice President



                                 ACKNOWLEDGMENT

         COMMONWEALTH OF VIRGINIA   )
                                    )
         COUNTY OF HENRICO          )


                  The foregoing instrument was acknowledged before me this 5th
         day of November, 2002, by Daniel M. Walker, the Senior Vice President
         of Accounting and Finance of Old Dominion Electric Cooperative, a
         Virginia utility aggregation cooperative.

                                            /s/ Arlene Hines
                                            ------------------------------------
                                            Notary Public

         My Commission expires: 9/30/06


                                 ACKNOWLEDGMENT

         COMMONWEALTH OF VIRGINIA   )
                                    )
         CITY OF RICHMOND           )


                  The foregoing instrument was acknowledged before me this 31st
         day of October, 2002, by Jackie Shornak, the Asst. Vice President of
         SunTrust Bank, a Georgia banking corporation, on behalf of the Bank.

                                            /s/ Donna M. Tilles
                                            ------------------------------------
                                            Notary Public

         My Commission expires: January 31, 2006



                                                                       EXHIBIT A

                           FORM OF 2002 SERIES A BONDS

                      THIS 2002 SERIES A BOND, HAS NOT BEEN AND WILL NOT BE
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
         SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION
         UNDER SUCH ACT OR IN RELIANCE UPON AN APPLICABLE EXEMPTION FROM
         REGISTRATION UNDER SUCH ACT.

                        Old Dominion Electric Cooperative
                               2002 Series A Bonds
                                Due June 1, 2028

         No.                                                        $ __________

                  Old Dominion Electric Cooperative, a Virginia utility
         aggregation cooperative (herein called the "Company", which term
         includes any successor corporation under the Indenture hereinafter
         referred to), for value received, hereby promises to pay to THE
         INDUSTRIAL DEVELOPMENT AUTHORITY OF HALIFAX COUNTY, VIRGINIA, or
         registered assigns, the principal sum of ______________________________
         Dollars on June 1, 2028 and to pay interest (computed on the basis of a
         360-day year of twelve 30-day months) thereon from the date of this
         Bond or from the most recent Interest Payment Date to which interest
         has been paid or duly provided for, payable on June 1, 2003, and on
         each June 1 and December 1 of each year thereafter, at the rate of
         ________% per annum, until the principal hereof is paid or made
         available for payment. The interest so payable, and punctually paid or
         duly provided for, on any Interest Payment Date will, as provided in
         the Indenture (as defined herein), be paid to the Person in whose name
         this Bond (or one or more Predecessor Bonds) is registered on the date
         of business on the Regular Record Date for such interest, which shall
         be the fifteenth day (whether or not a business day), of the calendar
         month next proceeding such Interest Payment Date. Any such interest not
         so punctually paid or duly provided for will forthwith cease to be
         payable to the Holder on such Regular Record Date and may either be
         paid to the Person in whose name this Bond (or one or more Predecessor
         Bond) is registered at the close of business on a Special Record Date
         for the payment of such defaulted interest to be fixed by the Trustee,
         notice whereof shall be given to Holders of Bonds of this series not
         less than 10 days prior to such Special Record Date, or may be paid at
         any time in any other lawful manner not inconsistent with the
         provisions of the Indenture and acceptable to the Holder hereof.

                  If any principal of or premium, if any, or interest on this
         Bond is not paid when due (whether at maturity, upon acceleration or
         call for redemption or



         otherwise), then the overdue installments of principal and, to the
         extent permitted by law, interest shall bear interest until paid at the
         interest rate borne by this Bond.

                  The principal of and premium, if any, and interest on this
         Bond shall be payable in lawful money of the United States of America
         to the registered owner hereof in accordance with the provisions of the
         Loan Agreement (as defined herein) by wire transfer or other method
         acceptable to such registered owner in funds which will be immediately
         available on the applicable principal and/or interest payment date or
         redemption date. Interest on this Bond shall be payable without
         presentation hereof. Payment of the principal and premium, if any, on
         this Bond shall be made by the Company to the holder hereof upon
         presentation and surrender of such Bond to SunTrust Bank (formerly
         Crestar Bank), Richmond, Virginia, as trustee ("Trustee") under the
         Indenture.

                  Reference is hereby made to the further provisions of this
         Bond set forth on the reverse hereof, which further provisions shall
         for all purposes have the same effect as if set forth at this place.

                  Unless the certificate of authentication hereon has been
         executed by the Trustee referred to on the reverse hereof by manual
         signature, this Bond shall not be entitled to any benefit under the
         Indenture or be valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this Bond to be
         duly executed.

         Dated:  _______________

         Attest:                            OLD DOMINION ELECTRIC COOPERATIVE

         ______________________             By:   SPECIMEN
                                                  ---------------------
         Name: ________________                   Authorized Officer

         Title: _________________

                                [Reverse of Bond]


                  This is one of the Bonds referred to in and secured by the
         Indenture of Mortgage and Deed of Trust, dated as of May 1, 1992, by
         and between Old Dominion Electric Cooperative and Crestar Bank, as
         trustee, as the same has been and may be amended and effective from
         time to time prior to the Release Date (the "Original Indenture"),
         under which the undersigned now acts as Trustee. From and after the
         Release Date (as defined in the Eleventh Supplemental Indenture to the
         Original Indenture), this Bond shall constitute one of the unsecured
         Obligations referred to in and entitled to the benefits of that Amended
         and Restated Indenture, dated as of September 1, 2001, between Old
         Dominion Electric Cooperative and SunTrust Bank, successor by merger to
         Crestar Bank, as trustee (the "Restated Indenture"), which Restated
         Indenture amends and supersedes



         the Original Indenture in its entirety from and after the Release Date.
         The Original Indenture, including all indentures supplemental thereto
         and effective prior to the Release Date, contains a statement of the
         description of the properties thereby mortgaged, pledged and assigned,
         the nature and extent of the security and the respective rights,
         limitations of rights, duties and immunities thereunder of the Company,
         the Trustee and the Holders of the Bonds and of the terms upon which
         the Bonds are, and are to be, authenticated and delivered, in each case
         prior to the Release Date. The Restated Indenture, including all
         indentures supplemental thereto, contains a statement of the respective
         rights, limitations of rights, duties and immunities thereunder of the
         Company, the Trustee and the Holders of the Obligations and of the
         terms upon which the Obligations are, and are to be, authenticated and
         delivered from and after the Release Date. From and after the Release
         Date, the term "Bond" as used in this instrument shall be construed to
         mean "Obligation" as that term is used in the Restated Indenture and
         all indentures supplemental thereto. The term "Indenture" as used
         herein means the Original Indenture prior to the Release Date and the
         Restated Indenture from and after the Release Date.

                  This Bond is one of the series (the "2002 Series A Bonds")
         designated on the face hereof, limited in aggregate principal amount to
         Sixty Million Two Hundred Ten Thousand Dollars ($60,210,000), issued
         pursuant to the Thirteenth Supplemental Indenture, dated as of November
         1, 2002 ("Thirteenth Supplemental Indenture"), between the Company and
         the Trustee. This Bond is being issued to refund the Company's First
         Mortgage Bonds, 1992 Series C, First Mortgage Bonds, 1997 Series A,
         First Mortgage Bonds, 1998 Series A, First Mortgage Bonds, 1999 Series
         A, First Mortgage Bonds, 2000 Series A, and 2001 Series B Bonds
         (collectively, the "Prior Company Bonds"). The Prior Company Bonds were
         issued by the Company to repay a loan ("Initial Loan") from the
         Industrial Development Authority of Halifax County, Virginia
         ("Authority") made to the Company for the purpose of acquiring,
         constructing and equipping certain solid waste and sewage disposal
         facilities ("Facilities") for the Company pursuant to the Loan
         Agreement, dated as of December 1, 1992, between the Company and the
         Authority. The Initial Loan was funded from the proceeds of the
         Authority's Exempt Facility Revenue Bonds (Old Dominion Electric
         Cooperative Project) Series 1992, Exempt Facility Refunding Revenue
         Bonds (Old Dominion Electric Cooperative Project) Series 1997, Exempt
         Facility Refunding Revenue Bonds (Old Dominion Electric Cooperative
         Project) Series 1998, Exempt Facility Refunding Revenue Bonds (Old
         Dominion Electric Cooperative Project) Series 1999, Exempt Facility
         Refunding Revenue Bonds (Old Dominion Electric Cooperative Project)
         Series 2000, and Exempt Facility Refunding Revenue Bonds (Old Dominion
         Electric Cooperative Project) Series 2001 (collectively, the "Prior
         Tax-Exempt Bonds"). Pursuant to a Loan Agreement, dated as of November
         1, 2002 (the "Loan Agreement"), between the Authority and the Company,
         the Authority agreed to refund the Initial Loan and has issued its
         Exempt Facility Refunding Revenue Bonds (Old Dominion Electric
         Cooperative Project), Series 2002 ("Series 2002 Tax-Exempt Bonds") in
         the aggregate principal amount of $60,210,000, under that certain
         Indenture of Trust, dated as of November 1, 2002 ("Tax-Exempt
         Indenture"), between the Authority and SunTrust Bank (the "Tax-Exempt
         Bond Trustee"). The Prior Tax-Exempt Bonds will be refunded by the
         Authority issuing the Series 2002 Tax-Exempt Bonds.



                  If at any time the amount held by the Tax-Exempt Bond Trustee
         in the Bond Fund, as defined in the Tax-Exempt Indenture, should be
         sufficient to pay at the times required the principal of, and premium,
         if any, and interest on the Series 2002 Tax-Exempt Bonds then remaining
         unpaid and to pay all fees and expenses of the Tax-Exempt Bond Trustee
         accrued and to accrue through final payment of the Series 2002
         Tax-Exempt Bonds, the Company shall not be obligated to make any
         further payments hereunder, except to the extent losses may be incurred
         in connection with investment of moneys in the Bond Fund.

                  The Authority, by the execution of the Tax-Exempt Indenture
         and the assignment form at the foot of this Bond ("Assignment"), is
         assigning this Bond and the payments thereon to the Tax-Exempt Trustee,
         acting pursuant to the Tax-Exempt Indenture, as security for the Series
         2002 Tax-Exempt Bonds. Payments of principal of, and premium, if any,
         and interest on this Bond shall be made directly to the Tax-Exempt Bond
         Trustee for the account of the Authority pursuant to such assignment
         and applied only to the principal of, and premium, if any, and interest
         on the Series 2002 Tax-Exempt Bonds. All obligations of the Company
         hereunder shall terminate when all sums due and to become due pursuant
         to the Tax-Exempt Indenture, this Bond, the Loan Agreement and the
         Series 2002 Tax-Exempt Bonds have been paid or provided for in full.

                  This Bond may not be called for redemption by the Company at
         any time prior to the Stated Maturity, except as provided below:

                  (A) Extraordinary Optional Redemption.
                       ---------------------------------

                       (i) This Bond is subject to extraordinary optional
         redemption by the Company in whole at any time at a Redemption Price
         equal to 100% of its principal amount, together with accrued interest
         to the Redemption Date, upon the happening of any of the following
         events:

                           (a) Damage or destruction of the Facilities by fire
         or other casualty to such extent that, or loss of title to or use of
         substantially all of the Facilities as a result of the exercise of the
         power of eminent domain or failure of title which, in the opinion of
         both the Company (expressed in a certificate of an Officer of the
         Company) and an Engineer, both filed with the Trustee and the
         Tax-Exempt Bond Trustee and, that (1) the Facilities cannot be
         reasonably repaired, rebuilt or restored within a period of 12 months
         to their condition immediately preceding such damage or destruction, or
         (2) the Company is prevented from carrying on its normal operations at
         the Facilities for a period of 12 months; or

                           (b) A change in the Constitution of Virginia or of
         the United States of America or a legislative or administrative action
         (whether local, state or Federal) or a final decree, judgment or order
         of any court or administrative body (whether local, state or Federal)
         contested by the Company in good faith which causes (1) the Loan
         Agreement or the 2002 Series A Bonds to become void or unenforceable or
         their



         performance in accordance with the intent and purpose of the parties as
         expressed therein to be impossible or (2) unreasonable burdens or
         excessive liabilities to be imposed on the Authority or the Company.

                       (ii) This Bond is subject to extraordinary optional
         redemption by the Company in part on any Interest Payment Date at a
         Redemption Price equal to 100% of its principal amount, together with
         accrued interest to the Redemption Date in the event of (i) damage or
         destruction to any part of the Facilities by fire or other casualty or
         (ii) loss of title to any part of the Facilities as a result of the
         exercise of eminent domain or failure of title, but only upon receipt
         by the Trustee and the Tax-Exempt Bond Trustee of the following:

                           (a) A certificate of an Officer of the Company
         stating that there has been either (x) damage or destruction of the
         Facilities by fire or other casualty or (y) loss of title to any part
         of the Facilities as a result of the exercise of eminent domain or
         failure of title and that it is not in the best interest of the Company
         to rebuild such portion of the Facilities; and

                           (b) An Opinion of Counsel stating that the use of the
         condemnation award or insurance proceeds resulting from such casualty
         or loss of title, for purposes other than (x) rebuilding, restoring or
         repairing the Facilities, or (y) redeeming the Series 2002 Tax-Exempt
         Bonds would cause the interest paid or payable on the Series 2002
         Tax-Exempt Bonds (other than interest paid to any "substantial user" of
         the Facilities or "related person" as those terms are defined in
         Section 147(a) of the Internal Revenue Code of 1986, as amended (the
         "Code")) to be includable in the gross income of a holder of Series
         2002 Tax-Exempt Bonds for Federal income tax purposes under the Code
         (or for Virginia state income tax purposes).

                       (iii) To exercise its option to redeem this Bond, in
         whole under subsection (A)(i), above, or in part under subsection
         (A)(ii), above, the Company shall comply with the provisions of Article
         Seven of the Original Indenture, if applicable, and shall within 120
         days after the event permitting its exercise, file the required
         documentation with the Trustee and the Tax-Exempt Bond Trustee and
         specify a date not more than 60 days thereafter for making such
         payments.

                  (B) Optional Redemption.
                      -------------------

                  This Bond is subject to optional redemption by the Company on
         or after June 1, 2013 in whole at any time or in part on any Interest
         Payment Date at par plus accrued interest to the Redemption Date. or

                  This Bond is subject to optional redemption by the Company on
         or after June 1, 2013, in whole at any time or in part on any Interest
         Payment Date, at the following redemption prices (expressed as a
         percentage of its principal amount) plus interest accrued to the
         Redemption Date:



                              Redemption Period                            Price
                              -----------------                            -----

         June 1, 2013 through and including May 30, 2014                   101%

         June 1, 2014 and thereafter                                       100%

                  (C) Mandatory Redemption of the 2002 Series A Bonds. This Bond
         is subject to mandatory redemption in whole as promptly as possible,
         but no later than 180 days after the occurrence of any Determination of
         Taxability, at a Redemption Price equal to 100% of its principal amount
         plus interest accrued to the Redemption Date. For purposes of this
         paragraph, "Determination of Taxability" shall mean (i) any enactment
         or amendment of any applicable statute or regulation, or (ii) a final
         decree or judgment of any federal court, a final determination by the
         United States Internal Revenue Service or a final judgment or
         determination by any court or agency of the Commonwealth of Virginia,
         with the effect that interest paid or payable on the Series 2002
         Tax-Exempt Bonds (other than interest paid to any "substantial user" of
         the Facilities or "related person" as those terms are defined in
         Section 147(a) of the Code) is or was includable in the gross income of
         a Series 2002 Tax-Exempt Bondholder for Federal income tax purposes
         under the Code (or for Virginia state income tax purposes). A
         Determination of Taxability does not include any tax upon interest
         payable on exempt facility bonds under Section 142 of the Code and
         other statutes and regulations in effect on the date of issuance of the
         Series 2002 Tax-Exempt Bonds and does not include any change in tax
         rates. A Determination of Taxability will be deemed to have occurred on
         the date on which the Tax-Exempt Bond Trustee is first notified in
         writing of any such enactment, amendment, judgment, decree or
         determination.

                  (D) Selection of 2002 Series A Bonds to be Redeemed. If less
         than all of the 2002 Series A Bonds are called for redemption pursuant
         to (A), above, and (B), above, the 2002 Tax-Exempt Bonds and the
         corresponding 2002 Series A Bonds to be redeemed shall be selected by
         lot, in such manner as the Tax-Exempt Bond Trustee, may determine, each
         portion of $5,000 principal amount being counted as one 2002 Series A
         Bond for this purpose. If a portion of a 2002 Series A Bond having a
         principal amount of more than $5,000 shall be called for redemption, a
         new registered 2002 Series A Bond in principal amount equal to the
         unredeemed portion thereof shall be issued to the registered owner upon
         the surrender thereof.

                  If this Bond is called for redemption, the Company has
         covenanted to cause notice of the call for redemption to be given to
         each Holder of the Bond to be redeemed at such Holder's address as the
         same shall last appear upon the Bond Register, by first class mail at
         least 35 and no more than 60 days prior to the Redemption Date.

                  (E) If an Event of Default with respect to the Bond shall
         occur and be continuing, the principal of the Bond may be declared due
         and payable in the manner and with the effect provided in the
         Indenture.



                  The Indenture permits, with certain exceptions as therein
         provided, the amendment thereof and the modification of the rights and
         obligations of the Company and the rights of the Holders of Bonds under
         the Indenture at any time by the Company with the consent of the
         Holders of a majority in aggregate principal amount of Bonds of all
         series at the time outstanding affected by such modification. The
         Indenture also contains provisions permitting the Holders of a majority
         in principal amount of Bonds at the time outstanding, on behalf of the
         Holders of all Bonds to waive compliance by the Company with certain
         provisions of the Indenture and certain past defaults under the
         Indenture and their consequences. Any such consent or waiver by the
         Holder of this Bond shall be conclusive and binding upon such Holder
         and upon all future Holders of this Bond and of any Bond issued upon
         the registration of transfer hereof or in exchange hereof or in lieu
         hereof, whether or not notation of such consent or waiver is made upon
         this Bond.

                  No reference herein to the Indenture and no provision of this
         Bond or of the Indenture shall alter or impair the obligation of the
         Company, which is absolute and unconditional, to pay the principal of,
         and premium, if any, and interest on this Bond at the times, places and
         rates, and in the coin or currency herein prescribed.

                  As provided in the Indenture and subject to certain
         limitations therein set forth, the transfer of this Bond is registrable
         in the Bond Register, upon surrender of this Bond for registration of
         transfer at the office or agency maintained by the Bond Registrar in
         Richmond, Virginia, duly endorsed by, or accompanied by a written
         instrument of transfer in form satisfactory to the Company and the Bond
         Registrar duly executed by the holder hereof or his attorney duly
         authorized in writing, and thereupon one or more new Bonds of this
         series or authorized denominations and for the same aggregate principal
         amount, will be issued to the designated transferee or transferees.

                  The Bonds of this series are issuable only in registered form
         without coupons in denominations of $5,000 and any integral multiple
         thereof. As provided in the Indenture and subject to certain
         limitations therein set forth, Bonds of this series are exchangeable
         for a like aggregate principal amount of Bonds of this series of a
         different authorized denomination, but of the same maturity, as
         requested by the Holder surrendering the same.

                  No service charge shall be made for any such registration of
         transfer or exchange, but the Company may require payment of a sum
         sufficient to cover any tax or other governmental charge payable in
         connection therewith.

                  Prior to due presentment of this Bond for registration of
         transfer and subject to the Assignment, the Company, the Trustee and
         any agent of the Company or the Trustee may treat the person in whose
         name this Bond is registered as the owner hereof for all purposes,
         whether or not this Bond be overdue, and neither the Company, the
         Trustee nor any such agent shall be affected by notice to the contrary.



                  Unless the context suggests otherwise, all capitalized terms
         used herein and not otherwise defined shall have the same meaning
         assigned to them in the Indenture.



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Bonds referred to in and secured by the
         Indenture of Mortgage and Deed of Trust dated as of May 1, 1992 by and
         between Old Dominion Electric Cooperative and Crestar Bank, as trustee,
         as the same may be amended and effective from time to time prior to the
         Release Date (the "Original Indenture"), under which the undersigned
         now acts as Trustee. From and after the Release Date (as defined in the
         Eleventh Supplemental Indenture to the Original Indenture), this shall
         constitute one of the unsecured Obligations referred to in and entitled
         to the benefits of that Amended and Restated Indenture, dated as of
         September 1, 2001, between Old Dominion Electric Cooperative and
         SunTrust Bank, successor by merger to Crestar Bank, as trustee (the
         "Restated Indenture"), which Restated Indenture amends and supersedes
         the Original Indenture in its entirety from and after the Release Date.

                                                SUNTRUST BANK, as Trustee


                                                By:  SPECIMEN
                                                     --------------------
                                                     Authorized Signatory



                                   ASSIGNMENT

                  The Industrial Development Authority of Halifax County,
         Virginia (the "Authority"), hereby irrevocably assigns without recourse
         the foregoing Bond to SunTrust Bank (the "Tax-Exempt Bond Trustee"), as
         trustee, acting pursuant to a Indenture of Trust dated as of November
         1, 2002 (the "Tax-Exempt Indenture"), between the Authority and the
         Tax-Exempt Bond Trustee and hereby directs the Company, as the issuer
         of this Bond, to make all payments of principal of, premium and
         interest thereon directly to the Tax-Exempt Bond Trustee at its
         principal office in Richmond, Virginia, or at such other place as the
         Tax-Exempt Bond Trustee may direct in writing. Such assignment is made
         as security for the payment of the Authority's $60,210,000 Exempt
         Facility Refunding Revenue Bonds (Old Dominion Electric Cooperative
         Project), Series 2002, issued pursuant to the Tax-Exempt Indenture.

                                                INDUSTRIAL DEVELOPMENT
                                                AUTHORITY OF HALIFAX COUNTY,
                                                VIRGINIA


                                                By: SPECIMEN
                                                    ---------------
                                                     Chairman

EX-4.15

                                                                    EXHIBIT 4.15

         THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A PUBLIC UTILITY
          THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS

   --------------------------------------------------------------------------




                       OLD DOMINION ELECTRIC COOPERATIVE,

                                    GRANTOR,

                                       TO

                                  SUNTRUST BANK

                     (Successor by Merger to Crestar Bank),

                                     TRUSTEE

                              ------------------------


                        FOURTEENTH SUPPLEMENTAL INDENTURE

                          Dated as of December 1, 2002

                               ----------------------


           Supplemental to the Indenture of Mortgage and Deed of Trust

                             Dated as of May 1, 1992

     ----------------------------------------------------------------------


                  A Mortgage of Both Real and Personal Property



                        FOURTEENTH SUPPLEMENTAL INDENTURE

         THIS FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of December 1, 2002
(the "Fourteenth Supplemental Indenture"), between OLD DOMINION ELECTRIC
COOPERATIVE, a Virginia utility aggregation cooperative (the "Company"), whose
mailing address and address of its chief executive office is Innsbrook Corporate
Center, 4201 Dominion Boulevard, Glen Allen, Virginia 23060, and SUNTRUST BANK,
a Georgia banking corporation and successor by merger to Crestar Bank, as
trustee (the "Trustee"), having a corporate trust office at 919 East Main
Street, 10th Floor, Corporate Trust Administration, Richmond, Virginia 23219.

         WHEREAS, the Company has heretofore executed and delivered an Indenture
of Mortgage and Deed of Trust, dated as of May 1, 1992 (the "Original
Indenture"), to secure, as provided therein, Bonds, to be issued in one or more
series as provided in the Original Indenture, as supplemented, modified or
amended (the Original Indenture as so supplemented, modified or amended and in
effect from time to time, the "Indenture"); and

         WHEREAS, the Original Indenture was recorded among the land records in
the counties of Halifax, Louisa, Spotsylvania and Orange, Virginia, and a UCC
Form 1 concerning the Original Indenture was recorded among the financing
statement records at the Virginia State Corporation Commission and the Counties
of Henrico, Halifax, Louisa, Spotsylvania and Orange, Virginia; and

         WHEREAS, each previous supplemental indenture to the Original Indenture
heretofore was recorded among the land records for the counties of Halifax,
Louisa, Spotsylvania and Orange, Virginia and among the financing statement
records at the Virginia State Corporation Commission and the Counties of
Henrico, Halifax, Louisa, Spotsylvania and Orange, Virginia, which are all of
the recording offices in which this Fourteenth Supplemental Indenture will be
recorded; and

         WHEREAS, the Board of Directors of the Company has established the 2002
Series B Bonds and the Board of Directors of the Company has authorized the
issuance thereof, and the Company has complied or will comply with all
provisions required to issue Additional Bonds provided for in the Indenture; and

         WHEREAS, the Company desires to execute and deliver this Fourteenth
Supplemental Indenture, in accordance with the provisions of the Indenture, for
the purposes of (i) providing for the creation of a new series of Bonds,
designating the series to be created and specifying the form and provisions of
the Bonds of such new series and (ii) amending certain provisions of the
Indenture pursuant to Section 13.02 of the Indenture, effective upon obtaining
the required consents from the Holders pursuant to such section; and

         WHEREAS, Section 13.01 of the Indenture provides that, without the
consent of the Holders of any of the Bonds at any time Outstanding, the Company,
when authorized by a Board Resolution, and the Trustee may enter into a
Supplemental Indenture for the purpose and subject to the conditions set forth
in said Section 13.01;

         WHEREAS, Section 13.02 of the Indenture provides that, with the consent
of a specified number of Holders of the Bonds of all series then Outstanding
affected, the Company, when authorized by a Board Resolution, and the Trustee
may enter into a Supplemental Indenture for the purposes and subject to the
conditions set forth in such Section 13.02; and



         WHEREAS, the Company, as authorized by the consent of the Board of
Directors, proposes to supplement and amend the Indenture as provided herein in
compliance with Section 13.02 thereof; and

         WHEREAS, all acts and proceedings required by law and by the Amended
and Restated Articles of Incorporation and Bylaws, as amended and restated, of
the Company necessary to secure the payment of the principal and Redemption
Price of and interest on the 2002 Series B Bonds, to make the 2002 Series B
Bonds to be issued hereunder, when executed by the Company, authenticated and
delivered by the Trustee and duly issued, the valid, binding and legal
obligations of the Company, and to constitute the Indenture a valid and binding
mortgage for the security of all of the Bonds prior to the Release Date, in
accordance with its and their terms, have been done and taken; and the execution
and delivery of this Fourteenth Supplemental Indenture has been in all respects
duly authorized;

         NOW, THEREFORE, THIS FOURTEENTH SUPPLEMENTAL INDENTURE WITNESSETH,
that, to secure the payment of the principal of (and premium, if any) and
interest on the Outstanding Secured Bonds until the Release Date, to confirm the
lien of the Indenture upon the Trust Estate mentioned therein including all
property purchased, constructed or otherwise acquired by the Company since the
date of execution of the Original Indenture until the Release Date, to secure
performance of the covenants therein and herein contained, to declare the terms
and conditions on which the Outstanding Secured Bonds are secured, and in
consideration of the premises thereof and hereof, the Company by these presents
does grant, bargain, sell, alienate, remise, release, convey, assign, transfer,
mortgage, hypothecate, pledge, set over and confirm to the Trustee, in trust,
all property, rights, privileges and franchises (other than Excepted Property)
of the Company of the character described in the Granting Clauses of the
Indenture, including all such property, rights, privileges and franchises
acquired since the date of execution of the Original Indenture, including,
without limitation, all of those fee and leasehold interests in real property,
if any, which may hereafter be constructed or acquired by it, but subject to all
exceptions, reservations and matters of the character therein referred to, and
expressly excepting and excluding from the lien and operation of the Indenture
all properties of the character specifically excepted by paragraphs (A) through
(K) of "Excepted Property" in the Indenture to the extent contemplated thereby,
and all property heretofore released or otherwise disposed of pursuant to the
provisions of the Indenture.

         PROVIDED, HOWEVER, that (i) if, upon the occurrence of an Event of
Default, the Trustee, or any separate trustee or co-trustee appointed under
Section 10.14 of the Indenture or any receiver appointed pursuant to statutory
provision or order of court, shall have entered into possession of all or
substantially all of the Trust Estate, all the Excepted Property described or
referred to in paragraphs (A) through (G), inclusive, of "Excepted Property" in
the Indenture then owned or thereafter acquired by the Company shall
immediately, and, in the case of any Excepted Property described or referred to
in paragraphs (H) through (J) inclusive, of "Excepted Property" in the
Indenture, upon demand of the Trustee or such other trustee or receiver, become
subject to the lien of the Indenture to the extent permitted by law, and the
Trustee or such other trustee or receiver may, to the extent permitted by law,
at the same time likewise take possession thereof, and (ii) whenever all Events
of Default shall have been cured and the possession of all or substantially all
of the Trust Estate shall have been restored to the Company, such Excepted
Property shall again be excepted and excluded from the lien of the Indenture to
the extent and otherwise as hereinabove set forth and as set forth in the
Indenture.


                                        2






         The Company may, however, pursuant to Granting Clause Third of the
Indenture, subject any Excepted Property to the lien of the Indenture, whereupon
the same shall cease to be Excepted Property.

         TO HAVE AND TO HOLD all said property, rights, privileges and
franchises of every kind and description, real, personal or mixed, hereby and
hereafter (by Supplemental Indenture or otherwise) granted, bargained, sold,
alienated, remised, released, conveyed, assigned, transferred, mortgaged,
hypothecated, pledged, set over or confirmed as aforesaid, or intended, agreed
or covenanted so to be, together with all the appurtenances thereto appertaining
unto the Trustee and its successors and assigns forever.

         SUBJECT, HOWEVER, to (i) Permitted Encumbrances, (ii) to the extent
permitted by Section 14.06 of the Indenture, as to property acquired since the
date of execution of the Original Indenture, (a) any duly recorded or perfected
prior mortgage or other lien that may exist thereon at the date of the
acquisition thereof by the Company, and (b) purchase money mortgages created by
the Company at the time of acquisition thereof, and (iii) defects of title to
and encumbrances on property described in Article IV of the First Supplemental
Indenture.

         BUT IN TRUST, NEVERTHELESS, with power of sale, for the equal and
proportionate benefit and security of the Holders from time to time of all the
Outstanding Secured Bonds without any priority of any such Bond over any other
such Bond and for the enforcement of the payment of such Bonds in accordance
with their terms.

         UPON CONDITION that, until the happening of an Event of Default and
subject to the provisions of Article Six of the Indenture, the Company shall be
permitted to possess and use the Trust Estate, except cash, securities and other
personal property deposited, or required to be deposited, with the Trustee and
to explore for, mine, extract and dispose of coal, ore, gas, oil and other
minerals, to harvest standing timber and to receive and use the rents, issues,
profits, revenues and other income, products and proceeds of the Trust Estate.

         AND IT IS HEREBY COVENANTED AND DECLARED that all the Bonds are to be
authenticated and delivered and the Trust Estate is to be held and applied by
the Trustee, subject to the further covenants, conditions and trusts set forth
in the Indenture, and the Company does hereby covenant and agree to and with the
Trustee, for the equal and proportionate benefit of all Holders of the Bonds as
follows:

                                   ARTICLE I

                   TERMS AND ISSUE OF THE 2002 SERIES B BONDS

         Section 1.01. General. There is hereby established under the Indenture,
as further amended by this Fourteenth Supplemental Indenture, a series of Bonds,
known as and entitled "2002 Series B Bonds" (collectively, the "2002 Series B
Bonds"). The aggregate principal amount of 2002 Series B Bonds which may be
authenticated and delivered and Outstanding is limited to THREE HUNDRED MILLION
AND NO/00 DOLLARS ($300,000,000.00). The Trustee is hereby appointed as
Authenticating Agent for the 2002 Series B Bonds.

         The 2002 Series B Bonds shall be issuable without coupons and in
denominations of $1,000 and integral multiples thereof. The 2002 Series B Bonds
shall bear interest from their date of issuance, payable semi-annually on June 1
and December 1 of each year thereafter at the rate of


                                        3



[___]%. Interest on the 2002 Series B Bonds shall be computed on the basis of a
360-day year of twelve 30-day months for the actual number of days lapsed.

         The principal and the Redemption Price of and interest on the 2002
Series B Bonds shall be payable to the registered owner of the 2002 Series B
Bonds or its assignee in accordance with the provisions of the Indenture on the
applicable Interest Payment Date or Redemption Date. Interest on the 2002 Series
B Bonds shall be payable without presentation of the 2002 Series B Bonds for
payment. Payment of the principal and Redemption Price of and interest on any
2002 Series B Bond shall be payable at the office of the Trustee in Richmond,
Virginia. Such location is the Place of Payment.

         The Regular Record Date (referred to in Section 3.09 of the Indenture)
for the payment of interest on the 2002 Series B Bonds shall be the fifteenth
day (whether or not a business day) of the calendar month next preceding such
Interest Payment Date.

         Section 1.02. Sinking Fund Redemption.

         (a) The 2002 Series B Bonds are subject to pro rata redemption on
December 1 on each year, commencing with the year 2005 and ending with the year
2027, through operation of the sinking fund for the the 2002 Series B Bonds, at
a Redemption Price equal to 100% of the principal amount being redeemed, plus
accrued interest through the Redemption Date (subject to the right of holders of
record on the relevant record date to receive interest due on an interest
payment date that is on or prior to the Redemption Date). As a sinking fund for
the 2002 Series B Bonds, the Company shall redeem on December 1 in each year
beginning with the year 2005 and ending with the year 2027 the aggregate
principal amount of the 2002 Series B Bonds specified in the following table:


                                        4



                                                 Aggregate Principal
      Year                                     Amount of 2002 Series B
      ----                                             Bonds
                                                       -----
  December 1, 2005                                  $12,500,000
  December 1, 2006                                  $12,500,000
  December 1, 2007                                  $12,500,000
  December 1, 2008                                  $12,500,000
  December 1, 2009                                  $12,500,000
  December 1, 2010                                  $12,500,000
  December 1, 2011                                  $12,500,000
  December 1, 2012                                  $12,500,000
  December 1, 2013                                  $12,500,000
  December 1, 2014                                  $12,500,000
  December 1, 2015                                  $12,500,000
  December 1, 2016                                  $12,500,000
  December 1, 2017                                  $12,500,000
  December 1, 2018                                  $12,500,000
  December 1, 2019                                  $12,500,000
  December 1, 2020                                  $12,500,000
  December 1, 2021                                  $12,500,000
  December 1, 2022                                  $12,500,000
  December 1, 2023                                  $12,500,000
  December 1, 2024                                  $12,500,000
  December 1, 2025                                  $12,500,000
  December 1, 2026                                  $12,500,000
  December 1, 2027                                  $12,500,000


         The principal amount of the 2002 Series B Bonds acquired and
surrendered for cancellation or redeemed by the Company (otherwise than through
operation of the sinking fund) shall be credited against sinking fund payments
for the 2002 Series B Bonds (including, for purposes of this paragraph, as a
sinking fund payment, $12,500,000 principal amount of 2002 Series B Bonds not to
be redeemed through operation of the sinking fund but to be repaid at maturity
on December 1, 2028) in proportion to the respective amounts of such required
sinking fund payments.

         (b) The particular 2002 Series B Bonds to be redeemed through sinking
fund payments, as provided in this Section 1.02, shall be selected by the
Trustee from the Outstanding 2002 Series B Bonds which have not been previously
been called for redemption by prorating, as nearly as may be subject to
adjustment as provided in Section 15.03 of the Indenture, the principal amount
of the 2002 Series B Bonds to be redeemed among the Holders thereof in
proportion to the aggregate principal amount thereof registered in their
respective names; EXCEPT that, if there shall have been previously filed with
the Trustee an Act of all of the Holders thereof satisfactory to the Trustee
specifying the method of selecting the 2002 Series B Bonds to be redeemed, such
selection shall be made by the Trustee in accordance with the terms of such Act.

         Section 1.03. Make-Whole Redemption.

         (a) The 2002 Series B Bonds are subject to redemption, as a whole or in
part, on any date (whether or not an Interest Payment Date) at the election of
the Company at a Redemption Price equal to the greater of (i) 100% of the
principal amount of the 2002 Series B Bonds being redeemed plus all accrued, but
not yet due and payable, interest to the Redemption Date; and (ii) the sum of
the present values of all principal and interest payments scheduled to become
due after the

                                        5





date of such redemption in respect of the 2002 Series B Bonds being redeemed
discounted on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) and calculated using a discount rate equal to the sum of (A) the
yield to maturity on the U.S. Treasury security having an average life equal to
the remaining average life of the 2002 Series B Bonds to be redeemed and trading
in the secondary market at the price closest to par, and (B) twenty (20) basis
points; PROVIDED, HOWEVER, that if there is no U.S. Treasury security having an
average life equal to the remaining average life of the 2002 Series B Bonds to
be redeemed, such discount rate shall be calculated using a yield to maturity
interpolated or extrapolated on a straight-line basis (rounding to the nearest
calendar month, if necessary) from the yields to maturity of two U.S. Treasury
securities having average lives most closely corresponding to the remaining life
of the 2002 Series B Bonds to be redeemed and trading in the secondary market at
the prices closest to par. In addition, any interest due and payable but unpaid
on 2002 Series B Bonds being redeemed shall be paid on the Redemption Date
therefor.

         (b) The calculations set forth in paragraph (a) above of this Section
1.03 shall be determined on the third business day prior to the scheduled
Redemption Date by an investment banking institution of national standing in the
United States selected by the Company or, if the Trustee does not receive notice
of such selection at least ten days prior to a scheduled Redemption Date or if
an Event of Default under the Indenture shall have occurred and be continuing,
selected by the Trustee.

         (c) If less than all the 2002 Series B Bonds are to be redeemed
pursuant to this Section 1.03, the particular 2002 Series B Bonds to be redeemed
shall be selected not more than sixty (60) days prior to the Redemption Date by
the Trustee from the Outstanding Obligations of such series or maturity within a
series which have not previously been called for redemption by such method as
the Trustee shall deem fair and appropriate. In any such selection pursuant to
this Section, the Trustee shall make such adjustments, reallocations and
eliminations as it shall deem proper to the end that the principal amount the
2002 Series B Bonds so selected shall be equal to $1,000, or an integral
multiple thereof. The Trustee in its discretion may determine the particular
2002 Series B Bonds (if there is more than one) registered in the name of any
Holder which are to be redeemed, in whole or in part. In any case where any of
the 2002 Series B Bonds are registered in the same name, the Trustee in its
discretion may treat the aggregate principal amount so registered as if it were
represented by one 2002 Series B Bond.

         The Trustee shall promptly notify the Company in writing of the 2002
Series B Bonds selected for redemption and, in the case of any 2002 Series B
Bonds selected for partial redemption, the principal amount thereof to be
redeemed.

         (d) Upon receipt of a notice from the Company of its intent to effect
an optional redemption of the 2002 Series B Bonds, the Trustee shall cause
notice of such redemption to be given to each Holder of the 2002 Series B Bonds
then Outstanding at its address as the same shall last appear upon the Bond
Register, by first class mail at least 30 and no more than 60 days prior to the
Redemption Date; provided that so long as the Book-Entry System is maintained in
effect, notice of redemption shall be given to the registered Holders at the
time and in the manner required in the DTC Letter of Representations executed in
connection with the issuance and sale of the 2002 Series B Bonds (as amended and
in effect from time to time, the "2002 Series B DTC Letter of Representations"),
and the Trustee shall not be required to give any other notice of redemption
otherwise required herein. The notice of redemption shall specify the Redemption
Date, the place or places of payments, that payment will be made only upon the
presentation and surrender of the

                                        6





2002 Series B Bonds to be redeemed, that interest, if any, accrued to the
Redemption Date will be paid as specified in such notice and that on and after
such date interest thereon shall cease to accrue.

         (e) Except as provided in Section 1.02 and Section 1.03, the 2002
Series B Bonds are not redeemable at any time prior to their Stated Maturity.

         (f) Notwithstanding anything to the contrary contained herein or in the
Indenture, if, at the time the Company gives notice to the Trustee of a
redemption as provided for in this Section 1.03 the Trustee does not have on
deposit sufficient available funds designated for the purpose of paying the
principal of, premium, if any, and interest accrued and to accrue through the
applicable Redemption Date on the 2002 Series B Bonds so called for redemption,
then the Company's notice of redemption is conditional and revocable, that is,
the Company is under no obligation to provide, or cause to be provided, to the
Trustee funds to effect such redemption and, if the Company does not elect to do
so by 2:00 p.m., New York City time, on the Redemption Date, then the 2002
Series B Bonds called for redemption shall not be redeemed pursuant to this
notice of redemption or the notice of redemption given by the Trustee pursuant
to the Indenture. The Company will not be liable to any holder of the 2002
Series B Bonds if the Company does not provide, or cause to be provided, funds
sufficient to effect redemption of any such 2002 Series B Bonds with the result
that such 2002 Series B Bonds are not redeemed on the Redemption Date specified
in such notices. If, at the time the Company gives this notice, the Trustee has
on deposit sufficient funds designated for the purpose of and to effect such
redemption, then the Company's notice is unconditional and irrevocable and the
2002 Series B Bonds specified in the Company's notice and given by the Trustee
pursuant to the Indenture shall become due and payable at the specified
Redemption Price on the specified Redemption Date.

         Section 1.04. Exchangeability. When the 2002 Series B Bonds are held in
a Book-Entry System, the delivery of 2002 Series B Bonds, exchanges, transfers
and assignments of the 2002 Series B Bonds and issuance of the 2002 Series B
Bonds shall be determined by the provisions of the 2002 Series B DTC Letter of
Representations.

         Subject to Section 3.07 of the Indenture, all 2002 Series B Bonds not
held in the Book-Entry System shall be fully interchangeable, and, upon
surrender at the office or agency of the Trustee in a Place of Payment therefor,
shall be exchangeable for other 2002 Series B Bonds of the same maturity but of
a different authorized denomination or denominations, as requested by the Holder
surrendering the same. The Company will execute, and the Trustee shall
authenticate and deliver, 2002 Series B Bonds whenever the same are required for
any such exchange.

         Section 1.05. Book-Entry System, Certificates, Registration and
Payment. When the 2002 Series B Bonds are held in a Book-Entry System, 2002
Series B Bonds shall (except to the extent otherwise required by the 2002 Series
B DTC Letter of Representations) be evidenced by one or more certificates, in an
amount equal to the aggregate principal amount of such maturity of 2002 Series B
Bonds.

         The principal and Redemption Price of and interest on the 2002 Series B
Bonds shall be payable in lawful money of the United States of America. While
the 2002 Series B Bonds are held in the Book-Entry System, payment of the
principal and Redemption Price of and interest on the 2002 Series B Bonds shall
be made by wire transfer of Federal Reserve funds or equivalent same-day funds,
or in such other manner as permitted by the 2002 Series B DTC Letter of
Representations (as the same may be amended from time to time), to the account
of Cede & Co. In the event the 2002

                                        7



Series B Bonds are not held in the Book-Entry System, (i) interest on the 2002
Series B Bonds shall be payable on each Interest Payment Date by check payable
to the Holder (except that if so instructed in writing by a Holder of $1,000,000
or more of the 2002 Series B Bonds on or prior to the applicable Regular Record
Date, such payments shall be made by the wire transfer of Federal funds on the
Interest Payment Date), mailed to the Holder at his or her address as it appears
on the Bonds Register on the last day of the calendar month prior to the
Interest Payment Date, or in such other manner as such Holder and the Trustee
may determine, and (ii) principal shall be payable only upon presentation and
surrender of each 2002 Series B Bond, as the same becomes due, at the office
from which the Trustee performs the payment function for 2002 Series B Bonds.
Except as may be provided in the 2002 Series B DTC Letter of Representations
with respect to 2002 Series B Bonds then held in the Book-Entry System, payment
of principal shall be made only upon presentation and surrender of each 2002
Series B Bond, as the same becomes due, at the office from which the Trustee
performs the payment function for the 2002 Series B Bonds.

         The Trustee shall act as Bond Registrar and shall maintain registration
books for the registration and the registration of transfer of the 2002 Series B
Bonds.

         So long as the 2002 Series B Bonds are held in the Book-Entry System:

         (a) The registered Holder of all of the 2002 Series B Bonds shall be
DTC, and the 2002 Series B Bonds shall be registered in the name of Cede & Co.,
as nominee for DTC, pursuant to the 2002 Series B DTC Letter of Representations,
and the provisions of such Letter of Representations shall be incorporated
herein by this reference;

         (b) The Trustee and the Company may treat DTC (or its nominee) as the
sole and exclusive registered Holder of the 2002 Series B Bonds registered in
its name for the purposes of payment of the principal and Redemption Price of or
interest on the 2002 Series B Bonds, selecting the 2002 Series B Bonds or
portions thereof to be redeemed, giving notice as required under the Indenture,
registering the transfer of 2002 Series B Bonds, obtaining any consent or other
action to be taken by the Holders and for all other purposes whatsoever; and
neither the Trustee nor the Company shall be affected by any notice to the
contrary;

         (c) Neither the Trustee nor the Company shall have any responsibility
or obligation to any person claiming a beneficial ownership interest in the 2002
Series B Bonds under or through DTC or any DTC Participant, or any other person
which is not shown on the Bond Register as being a registered Holder, with
respect to the accuracy of any records maintained by DTC or any DTC Participant;
the payment by DTC or any DTC Participant of any amount in respect of the
principal or Redemption Price of or interest on the 2002 Series B Bonds; any
notice or direction which is permitted or required to be given to or received
from Holders under the Indenture; the selection by DTC or any DTC Participant of
any Person to receive payment in the event of a partial redemption of the 2002
Series B Bonds; or any consent given or other action taken by DTC as Holder; nor
shall any DTC Participant or any such Person be deemed to be a third party
beneficiary of any Holders' rights under the Indenture;

         (d) The Trustee shall pay from moneys available hereunder all principal
and Redemption Price of and interest on the 2002 Series B Bonds only to or upon
the order of DTC or its designee, and all such payments shall be valid and
effective to fully satisfy and discharge the Company's obligations with respect
to the principal and Redemption Price of and interest on the 2002 Series B Bonds
to the extent of the sum or sums so paid;

                                        8





         (e) No person other than DTC shall receive an authenticated 2002 Series
B Bond evidencing the obligation of the Company to make payments of principal
and Redemption Price of and interest pursuant to the Indenture; and

         (f) Upon delivery by DTC to the Trustee of DTC's written notice to the
effect that DTC has determined to substitute a new nominee in place of Cede &
Co., and subject to the provisions of the Indenture with respect to transfers of
2002 Series B Bonds, the term "Cede & Co." in this Fourteenth Supplemental
Indenture shall refer to such new nominee of DTC.

         Section 1.06. Availability of Bond Certificates. At any time it
determines that it is in the best interests of the Holders, the Company may
notify DTC and the Trustee, whereupon DTC will, if consistent with DTC's
then-current policies, notify the DTC Participants of the availability through
DTC of 2002 Series B Bond certificates. In such event, the Company shall prepare
and execute and the Trustee shall issue, transfer and exchange, at the expense
of the Company, 2002 Series B Bond certificates as requested in writing by DTC
in appropriate amounts. DTC may determine to discontinue providing its services
with respect to the 2002 Series B Bonds at any time by giving written notice to
the Company and the Trustee and discharging its responsibilities with respect
thereto under applicable law. If DTC resigns as securities depository for the
2002 Series B Bonds, 2002 Series B Bond certificates shall be delivered pursuant
to this Section. Under such circumstances (if there is no successor securities
depository), the Company and the Trustee shall be obligated to deliver 2002
Series B Bonds as described in the Indenture, provided that the expense in
connection therewith shall be paid by the Company. In the event that
certificates for 2002 Series B Bonds are issued, the provisions of the Indenture
shall apply to, among other things, the transfer and exchange of such
certificates and the method of payment of principal of and Redemption Price of
and interest on such 2002 Series B Bonds. Whenever DTC requests the Company to
do so, the Company will cooperate with DTC in taking appropriate action after
written notice (a) to make available one or more separate certificates
evidencing the 2002 Series B Bonds to any DTC Participant having 2002 Series B
Bonds credited to its DTC account, or (b) to arrange for another securities
depository to maintain custody of certificates evidencing the 2002 Series B
Bonds.

         Section 1.07. Form of 2002 Series B Bonds. The 2002 Series B Bonds and
the Trustee's authentication certificate to be executed on the Bonds of such
series shall be substantially in the form attached hereto as Exhibit A, with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by the Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or as
may, consistently herewith, be determined by the Officers executing such Bonds,
as evidenced by their execution of such Bonds.

                                   ARTICLE II

                           AMENDMENTS TO THE INDENTURE

         Section 2.01. The amendments to the Indenture set forth in Section 2.02
of this Fourteenth Supplemental Indenture shall become effective pursuant to and
in accordance with Section 13.02 of the Indenture.

         Section 2.02. Section 1.01 of the Indenture is amended by deleting the
definition of "Interest Charges" therein and substituting in lieu thereof the
following:

                                        9





         "Interest Charges" for any period means the total interest charges
(other than capitalized interest charges) of the Company for such period related
to all Outstanding Secured Bonds, outstanding Prior Lien Obligations and
outstanding indebtedness secured by liens described in clause (23) of the
definition of "Permitted Encumbrances" (in all cases including amortization of
debt discount and expense or premium) determined in accordance with Accounting
Requirements."

                                  ARTICLE III

                  PRINCIPAL AMOUNT PRESENTLY TO BE OUTSTANDING

         Section 3.01. Principal Amount Presently To Be Outstanding. The total
aggregate principal amount of Bonds of the Company issued and Outstanding on the
date hereof and presently to be issued and Outstanding under the provisions of
and secured by the Indenture will be Seven Hundred Sixty Million Six Hundred
Fifty-Nine Thousand Eight Hundred Thirty-One Dollars ($760,659,831), namely One
Hundred Forty-Three Million Eight Hundred Thousand Dollars ($143,800,000)
principal amount of First Mortgage Bonds, 1993 Series A; Thirty-Six Million Six
Hundred Forty-Nine Thousand Eight Hundred Thirty-One Dollars ($36,649,831)
principal amount of First Mortgage Bonds, 1996 Series B; Five Million Dollars
($5,000,000) principal amount of First Mortgage Bonds, 1998 Series B, Two
Hundred Fifteen Million Dollars ($215,000,000) principal amount of 2001 Series A
Bonds; Sixty Million Two Hundred Ten Thousand Dollars ($60,210,000) principal
amount of 2002 Series A Bonds; and Three Hundred Million Dollars ($300,000,000)
principal amount of 2002 Series B Bonds to be issued pursuant to this Fourteenth
Supplemental Indenture upon compliance by the Company with the provisions of
Section 5.01 and any of 5.02, 5.03, or 5.04 of the Indenture.



                                   ARTICLE IV

                                 MISCELLANEOUS

         Section 4.01. This Fourteenth Supplemental Indenture is executed and
shall be construed as an indenture supplemental and amendatory to the Original
Indenture, and shall form a part thereof, and the Indenture, as hereby
supplemented, amended and modified, is hereby confirmed. Except to the extent
inconsistent with the express terms hereof, all of the provisions, terms,
covenants and conditions of the Indenture shall be applicable to the 2002 Series
B Bonds to the same extent as if specifically set forth herein. All capitalized
terms used in this Fourteenth Supplemental Indenture shall be taken to have the
same meanings as in the Indenture, except in cases where the context clearly
indicates otherwise.

         Section 4.02. All recitals in this Fourteenth Supplemental Indenture
are made by the Company only and not by the Trustee; and all of the provisions
contained in the Indenture, in respect of the rights, privileges, immunities,
powers and duties of the Trustee shall be applicable in respect hereof as fully
and with like effect as if set forth herein in full.

         Section 4.03. Whenever in this Fourteenth Supplemental Indenture any of
the parties hereto is named or referred to, this shall, subject to the
provisions of Articles Ten and Twelve of the Indenture, be deemed to include the
successors and assigns of such party, and all the covenants and agreements in
this Fourteenth Supplemental Indenture contained by or on behalf of the Company,
or by or on behalf of the Trustee shall, subject as aforesaid, bind and inure to
the respective benefits of the respective successors and assigns of such
parties, whether so expressed or not.

         Section 4.04. Nothing in this Fourteenth Supplemental Indenture,
expressed or implied, is intended, or shall be construed, to confer upon, or to
give to, any person, firm or corporation, other than the parties hereto and the
Holders of the Outstanding Bonds, any right, remedy or claim under or by reason
of this Fourteenth Supplemental Indenture or any covenant, condition,
stipulation, promise or agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements in this Fourteenth Supplemental Indenture
contained by or on behalf of the Company shall be for the sole and exclusive
benefit of the parties hereto, and of the Holders of Outstanding Bonds.

         Section 4.05. This Fourteenth Supplemental Indenture may be executed in
several counterparts, each of such counterparts shall for all purposes be deemed
to be an original, and all


                                       10





such counterparts, or as many of them as the Company and the Trustee shall
preserve undestroyed, shall together constitute but one and the same instrument.

         Section 4.06. Although this Fourteenth Supplemental Indenture is dated
for convenience and for the purpose of reference as of December 1, 2002, the
actual date or dates of execution by the Company and by the Trustee are as
indicated by their respective acknowledgments hereto annexed.

         Section 4.07. To the extent permitted by applicable law, this
Fourteenth Supplemental Indenture shall be deemed to be a Security Agreement and
Financing Statement whereby the Company grants to the Trustee, until the Release
Date, a security interest in all of the Trust Estate that is personal property
or fixtures under the Uniform Commercial Code, as adopted or hereafter adopted
in one or more of the states in which any part of the properties of the Company
are situated. The mailing address of the Company, as debtor, is Innsbrook
Corporate Center, 4201 Dominion Boulevard, Glen Allen, Virginia 23060, and the
mailing address of the Trustee, as secured party, is SunTrust Bank, Attention:
Corporate Trust Administration, 919 East Main Street, 10th Floor, Richmond,
Virginia 23219.

                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]

                                       11




         IN WITNESS WHEREOF, the parties hereto have caused this Fourteenth
Supplemental Indenture to be duly executed as of the day and year first above
written.

Company:                                  OLD DOMINION ELECTRIC COOPERATIVE
Innsbrook Corporate Center
4201 Dominion Boulevard
Glen Allen, Virginia 23060

                                          By:___________________________________
                                             Name:  Daniel M. Walker
                                             Title: Senior Vice President


Trustee:                                  SUNTRUST BANK, as Trustee
919 East Main Street, 10th Floor
Corporate Trust Administration
Richmond, Virginia 23219
                                          By:___________________________________
                                             Name:
                                             Title:






ACKNOWLEDGMENT

COMMONWEALTH OF VIRGINIA         )
                                 )
CITY/COUNTY OF HENRICO           )


         The foregoing instrument was acknowledged before me this ___ day of
__________, 2002, by Daniel M. Walker, the Senior Vice President of Old Dominion
Electric Cooperative, a Virginia utility aggregation cooperative.

                                           _____________________________________
                                                        Notary Public

My Commission expires:


                                 ACKNOWLEDGMENT

COMMONWEALTH OF VIRGINIA            )
                                    )
CITY/COUNTY OF RICHMOND             )


         The foregoing instrument was acknowledged before me this ____ day of
__________, 2002, by , the Senior Vice President of SunTrust Bank, a Georgia
banking corporation, on behalf of the Bank.

                                            ____________________________________
                                                        Notary Public

My Commission expires:





                                    EXHIBIT A

                           FORM OF 2002 SERIES B BONDS

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGES OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

                        Old Dominion Electric cooperative

                    2002 Series B Bonds Due December 1, 2028

No.                                                            $________________

         Old Dominion Electric Cooperative, a Virginia utility aggregation
cooperative (herein called the "Company," which term includes any successor
corporation under the Indenture of Mortgage and Deed of Trust, dated as of May
1, 1992, as supplemented and amended, for value received, hereby promises to pay
to ____________, or registered assigns, the principal sum of _____________
Dollars on __________, 20__, and to pay interest (computed on the basis of a
360-day year of twelve 30-day months) thereon from the date of issuance or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on June 1 and December 1 in each year, commencing on
June 1, 2003 at the rate of ___% per annum, until the principal hereof is paid
or made available for payment. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Bond (or one or more
Predecessor Bonds) is registered at the close of business on the Regular Record
Date for such interest, which shall be the fifteenth day (whether or not a
business day), of the calendar month next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Bond (or one or more Predecessor Bonds) is
registered at the close of business on a Special Record Date for the payment of
such defaulted interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Bonds of this series not more than 15 and not less than 10
days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which Bonds of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.

         Payment of the principal and Redemption Price of and any such interest
on this Bond will be made at the office or agency of the Trustee maintained for
that purpose in Richmond, Virginia, in such coin or currency of the United
States of America as at the time of payment is legal tender for




payment of public and private debts; PROVIDED, HOWEVER, that (subject to the
terms on the reverse hereof) at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Bond Register.

         Reference is hereby made to the further provisions of this Bond set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this Bond to be duly
executed.

Dated:_______________

                                               OLD DOMINION ELECTRIC COOPERATIVE

                                               By: SPECIMEN
                                                   -------------------
                                                   Authorized Officer

ATTEST:

_________________________
Name:
Title:


                                [Reverse of Bond]

         This is one of the Bonds referred to in and secured by the Indenture of
Mortgage and Deed of Trust, dated as of May 1, 1992, by and between Old Dominion
Electric Cooperative and Crestar Bank, as trustee, as the same has been and may
be supplemented, modified or amended and effective from time to time prior to
the Release Date (the "Original Indenture"), under which the undersigned now
acts as Trustee. From and after the Release Date (as defined in the Eleventh
Supplemental Indenture to the Original Indenture), this shall constitute one of
the unsecured Obligations referred to in and entitled to the benefits of that
Amended and Restated Indenture, dated as of September 1, 2001, between Old
Dominion Electric Cooperative and SunTrust Bank, successor by merger to Crestar
Bank, as trustee (the "Restated Indenture"), which Restated Indenture amends and
supersedes the Original Indenture in its entirety from and after the Release
Date. The Original Indenture, including all indentures supplemental thereto and
effective prior to the Release Date, contains a statement of the description of
the properties thereby mortgaged, pledged and assigned, the nature and extent of
the security and the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Bonds
and of the terms upon which the Bonds are, and are to be, authenticated and
delivered, in each case prior to the Release Date. The Restated Indenture,
including all indentures supplemental thereto,

                                      A - 2



contains a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Obligations and of the terms upon which the Obligations are, and are to be,
authenticated and delivered from and after the Release Date. From and after the
Release Date, the term "Bond" as used in this instrument shall be construed to
mean "Obligation" as that term is used in the Restated Indenture and all
indentures supplemental thereto. The term "Indenture" as used herein means the
Original Indenture prior to the Release Date and the Restated Indenture from and
after the Release Date. This Bond is one of the series and maturity designated
on the face hereof, limited in aggregate principal amount to Three Hundred
Million Dollars ($300,000,000).

         The 2002 Series B Bonds are subject to redemption on December 1 on each
year, commencing with the year 2005 and ending with the year 2027, through
operation of the sinking fund for the the 2002 Series B Bonds at a Redemption
Price equal to 100% of the principal amount being redeemed plus accrued interest
through the Redemption Date (subject to the right of holders of record on the
relevant record date to receive interest due on an interest payment date that is
on or prior to the Redemption Date).

         As a sinking fund for the 2002 Series B Bonds, the Company shall redeem
on December 1 in each year beginning with the year 2005 and ending with the year
2027 the aggregate principal amount of the 2002 Series B Bonds specified in the
following table:

                                                 Aggregate Principal
      Year                                     Amount of 2002 Series B
      ----                                             Bonds
                                                       -----
  December 1, 2005                                 $12,500,000
  December 1, 2006                                 $12,500,000
  December 1, 2007                                 $12,500,000
  December 1, 2008                                 $12,500,000
  December 1, 2009                                 $12,500,000
  December 1, 2010                                 $12,500,000
  December 1, 2011                                 $12,500,000
  December 1, 2012                                 $12,500,000
  December 1, 2013                                 $12,500,000
  December 1, 2014                                 $12,500,000
  December 1, 2015                                 $12,500,000
  December 1, 2016                                 $12,500,000
  December 1, 2017                                 $12,500,000
  December 1, 2018                                 $12,500,000
  December 1, 2019                                 $12,500,000
  December 1, 2020                                 $12,500,000
  December 1, 2021                                 $12,500,000
  December 1, 2022                                 $12,500,000
  December 1, 2023                                 $12,500,000
  December 1, 2024                                 $12,500,000
  December 1, 2025                                 $12,500,000
  December 1, 2026                                 $12,500,000
  December 1, 2027                                 $12,500,000

         The principal amount of the 2002 Series B Bonds acquired and
surrendered for cancellation or redeemed by the Company (otherwise than through
operation of the sinking fund) shall be

                                      A - 3




credited against sinking fund payments for the 2002 Series B Bonds (including,
for purposes of this paragraph, as a sinking fund payment, $12,500,000 principal
amount of 2002 Series B Bonds not to be redeemed through operation of the
sinking fund but to be repaid at maturity on December 1, 2028) in proportion to
the respective amounts of such required sinking fund payments.

         The particular 2002 Series B Bonds to be redeemed through sinking fund
payments, shall be selected by the Trustee from the Outstanding 2002 Series B
Bonds which have not been previously been called for redemption by prorating, as
nearly as may be, the principal amount of the 2002 Series B Bonds to be redeemed
among the Holders thereof in proportion to the aggregate principal amount
thereof registered in their respective names; EXCEPT that, if there shall have
been previously filed with the Trustee an Act of all of the Holders thereof
satisfactory to the Trustee specifying the method of selecting the 2002 Series B
Bonds to be redeemed, such selection shall be made by the Trustee in accordance
with the terms of such Act.

         In addition, this Bond is subject to redemption, as a whole or in part,
at the election of the Company at a Redemption Price equal to the greater of (i)
100% of the principal amount of the portion of the Bond being redeemed plus all
accrued, but not yet due and payable, interest to the Redemption Date; and (ii)
the sum of the present values of all principal and interest payments scheduled
to become due after the date of such redemption in respect of the portion of the
Bond being redeemed, discounted on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) and calculated using a discount rate equal
to the sum of (1) the yield to maturity on the U.S. Treasury security having an
average life equal to the remaining average life of the Bond to be redeemed and
trading in the secondary market at the price closest to par, and (2) twenty (20)
basis points; PROVIDED, HOWEVER, that if there is no U.S. Treasury security
having an average life equal to the remaining average life of the Bond to be
redeemed, such discount rate shall be calculated using a yield to maturity
interpolated or extrapolated on a straight-line basis (rounding to the nearest
calendar month, if necessary) from the yields to maturity of two U.S. Treasury
securities having average lives most closely corresponding to the remaining life
of the Bond to be redeemed and trading in the secondary market at the prices
closest to par. The foregoing calculations shall be made in accordance with the
Fourteenth Supplemental Indenture to the Indenture. In addition, any interest
due and payable but unpaid on the portion of this 2002 Series B Bond being
redeemed shall be paid on the Redemption Date therefor.

         The calculations set forth in the immediately preceding paragraph shall
be determined on the third business day prior to the scheduled Redemption Date
by an investment banking institution of national standing in the United States
selected by the Company or, if the Trustee does not receive notice of such
selection at least ten days prior to a scheduled Redemption Date or if an Event
of Default under the Indenture shall have occurred and be continuing, selected
by the Trustee.

         In the event of a redemption of all or a portion of this Bond, the
Company shall cause notice of such redemption to be given to each Holder of such
Bonds to be redeemed at his or her address as the same shall last appear upon
the Bond Register, by first class mail at least 30 and no more than 60 days
prior to the Redemption Date; provided that so long as the Bonds to be redeemed
are held in a Book-Entry System, notice of redemption shall be given to the
registered Holders thereof at the time and in the manner required in the DTC
Letter of Representations executed among the Company, the Trustee and DTC in
connection with the issuance and sale of such Bonds, and the Trustee shall not
be required to give any other notice of redemption otherwise required in the
Indenture.

                                      A - 4



         In the event of a redemption of this Bond in part only, a new Bond or
Bonds of this series and maturity for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

         Except as otherwise provided above, this Bond is not redeemable at any
time prior to its Stated Maturity.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of this Bond under the Indenture at any
time by the Company with the consent of the Holders of a majority in aggregate
principal amount of Bonds of all series at the time Outstanding affected by such
modification. The Indenture also contains provisions permitting the Holders of a
majority in principal amount of Bonds at the time Outstanding, on behalf of the
Holders of all Bonds to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Bond shall be
conclusive and binding upon such Holder and upon all future Holders of this Bond
and of any Bond issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Bond.

         No reference herein to the Indenture and no provision of this Bond or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal and Redemption Price of and
interest on this Bond at the times, places and rates, and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Bond is registrable in the Bond Register, upon
surrender of this Bond for registration of transfer at the office or agency
maintained by the Bond Registrar in the Place of Payment therefor, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Bond Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Bonds of this
series and maturity, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

         The Bonds of this series and maturity are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Bonds of this series and maturity are exchangeable for a like
aggregate principal amount of Bonds of this series of a different authorized
denomination as requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Bond for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Bond is registered as the owner hereof for all
purposes, whether or not this Bond be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

                                      A - 5



         The Bonds of this series initially shall be held in a Book-Entry
System. While the Bonds or this series are held in the Book-Entry System,
payment of the principal and Redemption Price of and interest on such Bonds
shall be made by wire transfer of Federal Reserve funds or equivalent same-day
funds, or in such other manner as permitted by the DTC Letter of Representations
executed by the Company in connection with such series (as the same may be
amended from time to time), to the account of Cede & Co. In the event the Bonds
of this series are no longer held in the Book-Entry System, (i) interest on such
Bonds shall be payable on each Interest Payment Date by check payable to the
Holder (except that if so instructed in writing by a Holder of $1,000,000 or
more of such Bonds on or prior to the applicable Regular Record Date, such
payments shall be made by wire transfer of Federal Reserve funds on the Interest
Payment Date), mailed to the Holder at his or her address as it appears on the
Bond Register on the last day of the calendar month prior to the Interest
Payment Date, or in such other manner as such Holder and the Trustee may
determine, and (ii) principal shall be payable only upon presentation and
surrender of each such Bond, as the same becomes due, at the office from which
the Trustee performs the payment function for such Bonds. Except as may be
provided in the DTC Letter of Representations with respect to Bonds of this
series then held in the Book-Entry System, payment of principal (other than
through operation of the sinking fund) shall be made only upon presentation and
surrender of each such Bond, as the same becomes due, at the office from which
the Trustee performs the payment function for such Bonds.

         All terms used in this Bond which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

                                      A - 6



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Bonds referred to in and secured by the Indenture of
Mortgage and Deed of Trust dated as of May 1, 1992 by and between Old Dominion
Electric Cooperative and Crestar Bank, as trustee, as the same may be
supplemented, modified or amended and effective from time to time prior to the
Release Date (the "Original Indenture"), under which the undersigned now acts as
Trustee. From and after the Release Date, this shall constitute one of the
unsecured Obligations referred to in and entitled to the benefits of that
Amended and Restated Indenture, dated as of September 1, 2001, between Old
Dominion Electric Cooperative and SunTrust Bank, successor by merger to Crestar
Bank, as trustee, which Restated Indenture amends and supersedes the Original
Indenture in its entirety from and after the Release Date.

                                                       SUNTRUST BANK, as Trustee



                                                       By: SPECIMEN
                                                           ---------------------
                                                            Authorized Signatory

                                      A - 7

EX-4.17

                                                                    EXHIBIT 4.17



- --------------------------------------------------------------------------------



                       OLD DOMINION ELECTRIC COOPERATIVE,

                                    GRANTOR,

                                       TO

                                  SUNTRUST BANK
                     (Successor by Merger to Crestar Bank),

                                     TRUSTEE

                            ------------------------


                          FIRST SUPPLEMENTAL INDENTURE
                          Dated as of December 1, 2002

                             ----------------------


               Supplemental to the Amended and Restated Indenture
                          Dated as of September 1, 2001

- --------------------------------------------------------------------------------



                          FIRST SUPPLEMENTAL INDENTURE

         THIS FIRST SUPPLEMENTAL INDENTURE, dated as of December 1, 2002 (the
"First Supplemental Indenture"), between Old Dominion Electric Cooperative, a
Virginia utility aggregation cooperative (the "Company"), whose mailing address
and address of its chief executive office is Innsbrook Corporate Center, 4201
Dominion Boulevard, Glen Allen, Virginia 23060, and SunTrust Bank, a Georgia
banking corporation and successor by merger to Crestar Bank, as trustee (the
"Trustee"), having a corporate trust office at 919 East Main Street, 10th Floor,
Corporate Trust Administration, Richmond, Virginia 23219.

         WHEREAS, the Company has heretofore executed and delivered an Indenture
of Mortgage and Deed of Trust, dated as of May 1, 1992, as supplemented,
modified or amended (the "Original Indenture"), to secure, as provided therein,
Bonds, to be issued in one or more series as provided in the Original Indenture;
and

         WHEREAS, the Company has heretofore executed and delivered an Amended
and Restated Indenture, dated as of September 1, 2001 (the "Restated
Indenture"), to issue unsecured obligations from the date thereof, and on the
Release Date, to convert all Pre-Existing Bonds still Outstanding under the
Original Indenture to unsecured general obligations of the Company; and

         WHEREAS, the Company desires to execute and deliver this First
Supplemental Indenture, in accordance with the provisions of the Restated
Indenture, for the purposes of amending certain provisions of the Restated
Indenture pursuant to Section 10.02 of the Restated Indenture, effective upon
obtaining the required consents from the Holders pursuant to such section; and

         WHEREAS, Section 10.02 of the Restated Indenture provides that, with
the consent of a specified number of Holders of the Bonds of all series then
Outstanding affected, the Company, when authorized by a Board Resolution, and
the Trustee may enter into a Supplemental Indenture for the purposes and subject
to the conditions set forth in such Section 10.02; and

         WHEREAS, the Company, as authorized by the consent of the Board of
Directors, proposes to supplement and amend the Restated Indenture as provided
herein in compliance with Section 10.02 thereof;

         NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Company and the Trustee hereby agree as follows:



                                   ARTICLE I

                      AMENDMENTS TO THE RESTATED INDENTURE

         Section 1.01. The amendments to the Restated Indenture set forth in
Section 2.02 of this First Supplemental Indenture shall become effective
pursuant to and in accordance with Sections 10.02 and 10.04 of the Restated
Indenture.

         Section 1.02. Section 1.01 of the Restated Indenture is amended by
deleting the definition of "Interest Charges" therein and substituting in lieu
thereof the following:

         "Interest Charges" for any period means the total interest charges
(other than capitalized interest charges) of the Company for such period
determined in accordance with Accounting Requirements related to (i) all
Outstanding Indenture Obligations and (ii) all other obligations of the Company
(other than Subordinated Debt) to repay borrowed money or to pay the deferred
purchase price for property or services, in all cases including amortization of
debt discount and expense or premium on issuance but excluding the interest
component attributable to any capitalized lease or similar agreement; PROVIDED,
HOWEVER, that with respect to any calculation of Interest Charges for any period
prior to the Release Date, "Interest Charges" has the meaning set forth in the
Original Indenture."

                                   ARTICLE II

                                  MISCELLANEOUS

         Section 2.01. This First Supplemental Indenture is executed and shall
be construed as an indenture supplemental and amendatory to the Restated
Indenture, and shall form a part thereof, and the Restated Indenture, as hereby
supplemented, amended and modified, is hereby confirmed. Except to the extent
inconsistent with the express terms hereof, all of the provisions, terms,
covenants and conditions of the Restated Indenture shall be applicable to the
Obligations issued thereunder to the same extent as if specifically set forth
herein. All capitalized terms used in this First Supplemental Indenture shall be
taken to have the same meanings as in the Restated Indenture, except in cases
where the context clearly indicates otherwise.

         Section 2.02. All recitals in this First Supplemental Indenture are
made by the Company only and not by the Trustee; and all of the provisions
contained in the Restated Indenture, in respect of the rights, privileges,
immunities, powers and duties of the Trustee shall be applicable in respect
hereof as fully and with like effect as if set forth herein in full.

         Section 2.03. Whenever in this First Supplemental Indenture any of the
parties hereto is named or referred to, this shall, subject to the provisions of
Articles Seven and Nine of the Restated Indenture, be deemed to include the
successors and assigns of such party, and all the covenants and agreements in
this First Supplemental Indenture contained by or on behalf of the Company, or
by or on behalf of the Trustee shall, subject as aforesaid, bind and inure to
the respective benefits of the respective successors and assigns of such
parties, whether so expressed or not.

         Section 2.04. Nothing in this First Supplemental Indenture, expressed
or implied, is intended, or shall be construed, to confer upon, or to give to,
any person, firm or corporation, other

                                       2



than the parties hereto and the Holders of the Additional Obligations, any
right, remedy or claim under or by reason of this First Supplemental Indenture
or any covenant, condition, stipulation, promise or agreement hereof, and all
the covenants, conditions, stipulations, promises and agreements in this First
Supplemental Indenture contained by or on behalf of the Company shall be for the
sole and exclusive benefit of the parties hereto, and of the Holders of
Additional Obligations.

         Section 2.05. This First Supplemental Indenture may be executed in
several counterparts, each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts, or as many of them as the Company
and the Trustee shall preserve undestroyed, shall together constitute but one
and the same instrument.

         Section 2.06. Although this First Supplemental Indenture is dated for
convenience and for the purpose of reference as of December 1, 2002, the actual
date or dates of execution by the Company and by the Trustee are as indicated by
their respective acknowledgments hereto annexed.


                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]

                                       3



         IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the day and year first above
written.

Company:                                       OLD DOMINION ELECTRIC COOPERATIVE
Innsbrook Corporate Center
4201 Dominion Boulevard
Glen Allen, Virginia 23060
                                               By:
                                                    ----------------------------
                                                    Name:  Daniel M. Walker
                                                    Title: Senior Vice President

Trustee:                                       SUNTRUST BANK, as Trustee
919 East Main Street, 10th Floor
Corporate Trust Administration
Richmond, Virginia 23219
                                               By:
                                                    ----------------------------
                                                    Name:
                                                    Title:



ACKNOWLEDGMENT

COMMONWEALTH OF VIRGINIA            )
                                    )
CITY/COUNTY OF HENRICO              )


         The foregoing instrument was acknowledged before me this ___ day of
__________, 2002, by Daniel M. Walker, the Senior Vice President of Old Dominion
Electric Cooperative, a Virginia utility aggregation cooperative.



                                            ------------------------------------
                                                        Notary Public

My Commission expires:


                                 ACKNOWLEDGMENT

COMMONWEALTH OF VIRGINIA            )
                                    )
CITY/COUNTY OF RICHMOND             )


         The foregoing instrument was acknowledged before me this ____ day of
__________, 2002, by , the Senior Vice President of SunTrust Bank, a Georgia
banking corporation, on behalf of the Bank.



                                            ------------------------------------
                                                        Notary Public

My Commission expires:

EX-4.18

                                                                    EXHIBIT 4.18

                           FORM OF 2002 SERIES B BONDS

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGES OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

                        OLD DOMINION ELECTRIC COOPERATIVE

                    2002 Series B Bonds Due December 1, 2028

No.                                                            $________________

         Old Dominion Electric Cooperative, a Virginia utility aggregation
cooperative (herein called the "Company," which term includes any successor
corporation under the Indenture of Mortgage and Deed of Trust, dated as of May
1, 1992, as supplemented and amended, for value received, hereby promises to pay
to ____________, or registered assigns, the principal sum of _____________
Dollars on __________, 20__, and to pay interest (computed on the basis of a
360-day year of twelve 30-day months) thereon from the date of issuance or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on June 1 and December 1 in each year, commencing on
June 1, 2003 at the rate of ___% per annum, until the principal hereof is paid
or made available for payment. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Bond (or one or more
Predecessor Bonds) is registered at the close of business on the Regular Record
Date for such interest, which shall be the fifteenth day (whether or not a
business day), of the calendar month next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Bond (or one or more Predecessor Bonds) is
registered at the close of business on a Special Record Date for the payment of
such defaulted interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Bonds of this series not more than 15 and not less than 10
days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which Bonds of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.

         Payment of the principal and Redemption Price of and any such interest
on this Bond will be made at the office or agency of the Trustee maintained for
that purpose in Richmond, Virginia, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; PROVIDED, HOWEVER, that (subject to the terms on the



reverse hereof) at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Bond Register.

         Reference is hereby made to the further provisions of this Bond set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this Bond to be duly
executed.

Dated:  _______________

                                               OLD DOMINION ELECTRIC COOPERATIVE

                                               By: SPECIMEN
                                                   -----------------------------
                                                    Authorized Officer

ATTEST:

- ------------------------------
Name:
Title:


                                [Reverse of Bond]

         This is one of the Bonds referred to in and secured by the Indenture of
Mortgage and Deed of Trust, dated as of May 1, 1992, by and between Old Dominion
Electric Cooperative and Crestar Bank, as trustee, as the same has been and may
be supplemented, modified or amended and effective from time to time prior to
the Release Date (the "Original Indenture"), under which the undersigned now
acts as Trustee. From and after the Release Date (as defined in the Eleventh
Supplemental Indenture to the Original Indenture), this shall constitute one of
the unsecured Obligations referred to in and entitled to the benefits of that
Amended and Restated Indenture, dated as of September 1, 2001, between Old
Dominion Electric Cooperative and SunTrust Bank, successor by merger to Crestar
Bank, as trustee (the "Restated Indenture"), which Restated Indenture amends and
supersedes the Original Indenture in its entirety from and after the Release
Date. The Original Indenture, including all indentures supplemental thereto and
effective prior to the Release Date, contains a statement of the description of
the properties thereby mortgaged, pledged and assigned, the nature and extent of
the security and the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Bonds
and of the terms upon which the Bonds are, and are to be, authenticated and
delivered, in each case prior to the Release Date. The Restated Indenture,
including all indentures supplemental thereto, contains a statement of the
respective rights, limitations of rights, duties and immunities thereunder

                                      -2-



of the Company, the Trustee and the Holders of the Obligations and of the terms
upon which the Obligations are, and are to be, authenticated and delivered from
and after the Release Date. From and after the Release Date, the term "Bond" as
used in this instrument shall be construed to mean "Obligation" as that term is
used in the Restated Indenture and all indentures supplemental thereto. The term
"Indenture" as used herein means the Original Indenture prior to the Release
Date and the Restated Indenture from and after the Release Date. This Bond is
one of the series and maturity designated on the face hereof, limited in
aggregate principal amount to Three Hundred Million Dollars ($300,000,000).

         The 2002 Series B Bonds are subject to redemption on December 1 on each
year, commencing with the year 2005 and ending with the year 2027, through
operation of the sinking fund for the the 2002 Series B Bonds at a Redemption
Price equal to 100% of the principal amount being redeemed plus accrued interest
through the Redemption Date (subject to the right of holders of record on the
relevant record date to receive interest due on an interest payment date that is
on or prior to the Redemption Date).

         As a sinking fund for the 2002 Series B Bonds, the Company shall redeem
on December 1 in each year beginning with the year 2005 and ending with the year
2027 the aggregate principal amount of the 2002 Series B Bonds specified in the
following table:

                                                 Aggregate Principal
      Year                                     Amount of 2002 Series B
      ----                                             Bonds
                                                       -----
  December 1, 2005                                  12,500,000
  December 1, 2006                                  12,500,000
  December 1, 2007                                  12,500,000
  December 1, 2008                                  12,500,000
  December 1, 2009                                  12,500,000
  December 1, 2010                                  12,500,000
  December 1, 2011                                  12,500,000
  December 1, 2012                                  12,500,000
  December 1, 2013                                  12,500,000
  December 1, 2014                                  12,500,000
  December 1, 2015                                  12,500,000
  December 1, 2016                                  12,500,000
  December 1, 2017                                  12,500,000
  December 1, 2018                                  12,500,000
  December 1, 2019                                  12,500,000
  December 1, 2020                                  12,500,000
  December 1, 2021                                  12,500,000
  December 1, 2022                                  12,500,000
  December 1, 2023                                  12,500,000
  December 1, 2024                                  12,500,000
  December 1, 2025                                  12,500,000
  December 1, 2026                                  12,500,000
  December 1, 2027                                  12,500,000


         The principal amount of the 2002 Series B Bonds acquired and
surrendered for cancellation or redeemed by the Company (otherwise than through
operation of the sinking fund) shall be credited against sinking fund payments
for the 2002 Series B Bonds (including, for purposes of this

                                      -3-



paragraph, as a sinking fund payment, $12,500,000 principal amount of 2002
Series B Bonds not to be redeemed through operation of the sinking fund but to
be repaid at maturity on December 1, 2028) in proportion to the respective
amounts of such required sinking fund payments.

         The particular 2002 Series B Bonds to be redeemed through sinking fund
payments, shall be selected by the Trustee from the Outstanding 2002 Series B
Bonds which have not been previously been called for redemption by prorating, as
nearly as may be, the principal amount of the 2002 Series B Bonds to be redeemed
among the Holders thereof in proportion to the aggregate principal amount
thereof registered in their respective names; EXCEPT that, if there shall have
been previously filed with the Trustee an Act of all of the Holders thereof
satisfactory to the Trustee specifying the method of selecting the 2002 Series B
Bonds to be redeemed, such selection shall be made by the Trustee in accordance
with the terms of such Act.

         In addition, this Bond is subject to redemption, as a whole or in part,
at the election of the Company at a Redemption Price equal to the greater of (i)
100% of the principal amount of the portion of the Bond being redeemed plus all
accrued, but not yet due and payable, interest to the Redemption Date; and (ii)
the sum of the present values of all principal and interest payments scheduled
to become due after the date of such redemption in respect of the portion of the
Bond being redeemed, discounted on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) and calculated using a discount rate equal
to the sum of (1) the yield to maturity on the U.S. Treasury security having an
average life equal to the remaining average life of the Bond to be redeemed and
trading in the secondary market at the price closest to par, and (2) twenty (20)
basis points; provided, however, that if there is no U.S. Treasury security
having an average life equal to the remaining average life of the Bond to be
redeemed, such discount rate shall be calculated using a yield to maturity
interpolated or extrapolated on a straight-line basis (rounding to the nearest
calendar month, if necessary) from the yields to maturity of two U.S. Treasury
securities having average lives most closely corresponding to the remaining life
of the Bond to be redeemed and trading in the secondary market at the prices
closest to par. The foregoing calculations shall be made in accordance with the
Fourteenth Supplemental Indenture to the Indenture. In addition, any interest
due and payable but unpaid on the portion of this 2002 Series B Bond being
redeemed shall be paid on the Redemption Date therefor.

         The calculations set forth in the immediately preceding paragraph shall
be determined on the third business day prior to the scheduled Redemption Date
by an investment banking institution of national standing in the United States
selected by the Company or, if the Trustee does not receive notice of such
selection at least ten days prior to a scheduled Redemption Date or if an Event
of Default under the Indenture shall have occurred and be continuing, selected
by the Trustee.

         In the event of a redemption of all or a portion of this Bond, the
Company shall cause notice of such redemption to be given to each Holder of such
Bonds to be redeemed at his or her address as the same shall last appear upon
the Bond Register, by first class mail at least 30 and no more than 60 days
prior to the Redemption Date; provided that so long as the Bonds to be redeemed
are held in a Book-Entry System, notice of redemption shall be given to the
registered Holders thereof at the time and in the manner required in the DTC
Letter of Representations executed among the Company, the Trustee and DTC in
connection with the issuance and sale of such Bonds, and the Trustee shall not
be required to give any other notice of redemption otherwise required in the
Indenture.

                                      -4-



         In the event of a redemption of this Bond in part only, a new Bond or
Bonds of this series and maturity for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

         Except as otherwise provided above, this Bond is not redeemable at any
time prior to its Stated Maturity.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of this Bond under the Indenture at any
time by the Company with the consent of the Holders of a majority in aggregate
principal amount of Bonds of all series at the time Outstanding affected by such
modification. The Indenture also contains provisions permitting the Holders of a
majority in principal amount of Bonds at the time Outstanding, on behalf of the
Holders of all Bonds to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Bond shall be
conclusive and binding upon such Holder and upon all future Holders of this Bond
and of any Bond issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Bond.

         No reference herein to the Indenture and no provision of this Bond or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal and Redemption Price of and
interest on this Bond at the times, places and rates, and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Bond is registrable in the Bond Register, upon
surrender of this Bond for registration of transfer at the office or agency
maintained by the Bond Registrar in the Place of Payment therefor, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Bond Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Bonds of this
series and maturity, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

         The Bonds of this series and maturity are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Bonds of this series and maturity are exchangeable for a like
aggregate principal amount of Bonds of this series of a different authorized
denomination as requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Bond for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Bond is registered as the owner hereof for all
purposes, whether or not this Bond be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

                                      -5-



         The Bonds of this series initially shall be held in a Book-Entry
System. While the Bonds or this series are held in the Book-Entry System,
payment of the principal and Redemption Price of and interest on such Bonds
shall be made by wire transfer of Federal Reserve funds or equivalent same-day
funds, or in such other manner as permitted by the DTC Letter of Representations
executed by the Company in connection with such series (as the same may be
amended from time to time), to the account of Cede & Co. In the event the Bonds
of this series are no longer held in the Book-Entry System, (i) interest on such
Bonds shall be payable on each Interest Payment Date by check payable to the
Holder (except that if so instructed in writing by a Holder of $1,000,000 or
more of such Bonds on or prior to the applicable Regular Record Date, such
payments shall be made by wire transfer of Federal Reserve funds on the Interest
Payment Date), mailed to the Holder at his or her address as it appears on the
Bond Register on the last day of the calendar month prior to the Interest
Payment Date, or in such other manner as such Holder and the Trustee may
determine, and (ii) principal shall be payable only upon presentation and
surrender of each such Bond, as the same becomes due, at the office from which
the Trustee performs the payment function for such Bonds. Except as may be
provided in the DTC Letter of Representations with respect to Bonds of this
series then held in the Book-Entry System, payment of principal (other than
through operation of the sinking fund) shall be made only upon presentation and
surrender of each such Bond, as the same becomes due, at the office from which
the Trustee performs the payment function for such Bonds.

         All terms used in this Bond which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

                                      -6-



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Bonds referred to in and secured by the Indenture of
Mortgage and Deed of Trust dated as of May 1, 1992 by and between Old Dominion
Electric Cooperative and Crestar Bank, as trustee, as the same may be
supplemented, modified or amended and effective from time to time prior to the
Release Date (the "Original Indenture"), under which the undersigned now acts as
Trustee. From and after the Release Date, this shall constitute one of the
unsecured Obligations referred to in and entitled to the benefits of that
Amended and Restated Indenture, dated as of September 1, 2001, between Old
Dominion Electric Cooperative and SunTrust Bank, successor by merger to Crestar
Bank, as trustee, which Restated Indenture amends and supersedes the Original
Indenture in its entirety from and after the Release Date.

                                                       SUNTRUST BANK, as Trustee


                                                       By: SPECIMEN
                                                          ----------------------
                                                            Authorized Signatory

                                      -7-

EX-5.2

                                                                     Exhibit 5.2


         [LETTERHEAD OF ORRICK, HERRINGTON & SUTCLIFFE LLP APPEARS HERE]


                                                               November 25, 2002

Old Dominion Electric Cooperative
4201 Dominion Boulevard
Glen Allen, Virginia 23060

         Re:      Old Dominion Electric Cooperative
                  Registration Statement on Form S-3

Ladies and Gentlemen:

         At your request, we have examined the Registration Statement on Form
S-3 (the "Registration Statement"), in the form being filed with the Securities
and Exchange Commission (the "Commission") in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of $720,000,000
aggregate principal amount of Debt Securities (the "Securities") of Old Dominion
Electric Cooperative, a Virginia utility aggregation cooperative (the
"Company"). The Securities are to be issued under an Indenture or Mortgage and
Deed of Trust, dated as of May 1, 1992, as supplemented and amended (the
"Indenture"), between the Company and SunTrust Bank, a Georgia banking
corporation and successor by merger to Crestar Bank, as trustee (the "Trustee").
The Securities are to be sold from time to time as set forth in the Registration
Statement, any amendment thereto, the prospectus contained therein (the
"Prospectus") and any supplements to the Prospectus (the "Prospectus
Supplements").

         We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. Based
on such examination, we are of the opinion that when the issuance of the
Securities has been duly authorized by appropriate corporate action and the
Securities have been duly completed, executed, authenticated and delivered in
accordance with the Indenture and sold as described in the Registration
Statement, any amendment thereto, the Prospectus and any Prospectus Supplement
relating thereto, the Securities will be legal, valid, and binding obligations
of the Company, entitled to the benefits of the Indenture.

         Our opinion that the Securities are legal, valid and binding is
qualified as to limitations imposed by bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium, or other laws relating to or
affecting the rights of creditors generally; and general principles of equity,
including without limitation concepts of materiality, reasonableness, good faith
and fair dealing, and the possible unavailability of specific performance or
injunctive relief, regardless of whether such enforceability is considered in a
proceeding in equity or at law.



         In rendering the foregoing opinions, we have relied, as to all matters
of law of the Commonwealth of Virginia, upon the opinion of LeClair Ryan, a
Professional Corporation, dated October 16, 2002, in connection with the
Securities.

         We express no opinion as to matters of law in jurisdictions other than
the State of New York and the federal law of the United States and we express no
opinion with respect to the laws of any other jurisdiction.

         We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the use of our name wherever it
appears in the Registration Statement, the Prospectus, any Prospectus
Supplement, and in any amendment or supplement thereto. In giving such consent,
we do not consider that we are "experts" within the meaning of such term as used
in the Act or the rules and regulations of the Securities and Exchange
Commission issued thereunder with respect to any part of the Registration
Statement, including this opinion as an exhibit or otherwise.

                                Very truly yours,

                                /s/ Orrick, Herrington & Sutcliffe LLP

                                Orrick, Herrington & Sutcliffe LLP

EX-23.1

                                                                    Exhibit 23.1



               Consent of Ernst & Young LLP, Independent Auditors

We consent to the reference to our firm under the caption "Experts" in the
Amendment No. 1 to the Registration Statement (Form S-3) and related Prospectus
of Old Dominion Electric Cooperative for the registration of $720 million of
debt securities and to the incorporation by reference therein of our report
dated March 1, 2002, with respect to the consolidated financial statements of
Old Dominion Electric Cooperative as of and for the years ended December 31,
2001 and 2000 included in its Annual Report (Form 10-K), as amended, for the
year ended December 31, 2001, filed with the Securities and Exchange Commission.



                                                   /s/ Ernst & Young LLP


Richmond, Virginia
November 25, 2002

EX-23.2

                                                                    Exhibit 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Amendment No. 1 to
the Registration Statement on Form S-3 of our report dated March 10, 2000,
relating to the financial statements, which appears in Old Dominion Electric
Cooperative's Annual Report on Form 10-K, as amended, for the year ended
December 31, 2001. We also consent to the reference to us under the headings
"Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Richmond, VA
November 25, 2002

EX-25

                                                                      EXHIBIT 25

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------
                                    FORM T-1

                                 ---------------
                       STATEMENT OF ELIGIBILITY UNDER THE
                  TRUST INDENTURE ACT OF 1939 OF A CORPORATION
                          DESIGNATED TO ACT AS TRUSTEE

                                 ---------------

          CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
                        PURSUANT TO SECTION 305(b)(2) |X|
                                 ---------------

                                  SUNTRUST BANK
               (Exact name of trustee as specified in its charter)




                          Georgia                                                   58-0466330
                          -------                                                   ----------
                                                                     
          (State of incorporation or organization                       (I.R.S. employer identification no.)
               if not a U.S. national bank)


                                                                     
                   303 Peachtree Street                                               30303
                         Suite 300                                                  (Zip Code)
                     Atlanta, Georgia
         (Address of principal executive offices)



                                 ---------------
                                 Jackie Shornak
                            Assistant Vice President
                                  SunTrust Bank
                      Corporate Trust Division, 10th Floor
                              919 East Main Street
                            Richmond, Virginia 23219
                                 (804) 819-6051
            (Name, address and telephone number of agent for service)
                                 ---------------

                        OLD DOMINION ELECTRIC COOPERATIVE

        A Virginia Corporation                             23-7048405
      (State or other jurisdiction             (IRS employer identification no.)
    of incorporation or organization)


          Innsbrook Corporate Center                         23060
            4201 Dominion Boulevard                        (Zip Code)
             Glen Allen, Virginia
   (Address of principal executive offices)

                                 ---------------

                       Bonds, Notes and other Obligations
                       (Title of the indenture securities)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------



1.       General information.

         Furnish the following information as to the trustee -

            Name and address of each examining or supervising authority to
            which it is subject.

            Department of Banking and Finance,
            State of Georgia
            Atlanta, Georgia

            Federal Reserve Bank of Atlanta
            104 Marietta Street, N.W.
            Atlanta, Georgia

            Federal Deposit Insurance Corporation
            Washington, D.C.

            Whether it is authorized to exercise corporate trust powers.

            Yes.

2.       Affiliations with obligor.

         If the obligor is an affiliate of the trustee, describe each such
         affiliation.

         None.

3-12     No responses are included for Items 3 through 12. Responses to those
         Items are not required because, as provided in General Instruction B
         and as set forth in Item 13(b), the obligor is not in default on any
         securities issued under indentures under which SunTrust Bank is a
         trustee.

13.      Defaults by the Obligor.

         (a)      State  whether  there is or has been a default  with  respect
                  to the  securities  under this  indenture.  Explain the nature
                  of any such default.

         There is not and has not been any default under this indenture.

         (b)      If the trustee is a trustee under another indenture under
                  which any other securities, or certificates of interest or
                  participation in any other securities, of the obligor are
                  outstanding, or is trustee for more than one outstanding
                  series of securities under the indenture, state whether there
                  has been a default under any such indenture or series,
                  identify the indenture or series affected, and explain the
                  nature of any such default.

         There has not been any such default.



14-15    No responses are included for Items 14 and 15. Responses to those Items
         are not required because, as provided in General Instruction B and as
         set forth in Item 13(b), the obligor is not in default on any
         securities issued under indentures under which SunTrust Bank is a
         trustee.

16.      List of Exhibits.

         List below all exhibits filed as a part of this statement of
         eligibility; exhibits identified in parentheses are filed with the
         Commission and are incorporated herein by reference as exhibits hereto
         pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as
         amended, and Rule 24 of the Commission's Rules of Practice.

         (1)      A copy of the Articles of Amendment and Restated Articles of
                  Association of the trustee as now in effect (Exhibit 1 to
                  Form T-1, Registration No. 333-85232 filed by Boston Private
                  Financial Holdings, Inc.).

         (2)      A copy of the certificate of authority of the trustee to
                  commence business.  (Exhibit 2 to Form T-1, Registration
                  No. 333-32106 filed by Sabre Holdings Corporation).

         (3)      A copy of the authorization of the trustee to exercise
                  corporate trust powers. (Exhibits 2 and 3 to Form T-1,
                  Registration No. 333-32106 filed by Sabre Holdings
                  Corporation).

         (4)      A copy of the existing by-laws of the trustee as now in effect
                  (Exhibit 4 to Form T-1, Registration No. 333-85232 filed by
                  Boston Private Financial Holdings, Inc.).

         (5)      Not applicable.

         (6)      The consent of the trustee required by Section 321(b) of the
                  Trust Indenture Act of 1939.

         (7)      A copy of the latest report of condition of the trustee
                  published pursuant to law or the requirements of its
                  supervising or examining authority as of the close of business
                  on June 30, 2002.

         (8)      Not applicable.

         (9)      Not applicable.



                                     - 2 -



                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, SunTrust Bank, a banking corporation organized and existing under the
laws of the State of Georgia, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Richmond and the Commonwealth of Virginia, on the
25th day of November, 2002.

                                  SUNTRUST BANK

                                  By: /s/ Jackie Shornak
                                      ----------------------------------------
                                      Jackie Shornak
                                      Assistant Vice President



                              EXHIBIT 1 TO FORM T-1

                            ARTICLES OF INCORPORATION
                                       OF
                                  SUNTRUST BANK


        (Exhibit 1 to Form T-1, Registration No. 333-85232 filed by Boston
        Private Financial Holdings, Inc.)



                              EXHIBIT 2 TO FORM T-1

                            CERTIFICATE OF AUTHORITY
                                       OF
                       SUNTRUST BANK TO COMMENCE BUSINESS


        (Exhibit 2 to Form T-1, Registration No. 333-32106 filed by Sabre
        Holdings Corporation)



                              EXHIBIT 3 TO FORM T-1


                                  AUTHORIZATION
                                       OF
                            SUNTRUST BANK TO EXERCISE
                             CORPORATE TRUST POWERS


        (Exhibits 2 and 3 to Form T-1, Registration No. 333-32106 filed by Sabre
        Holdings Corporation)



                              EXHIBIT 4 TO FORM T-1


                                     BY-LAWS
                                       OF
                                  SUNTRUST BANK


        (Exhibit 4 to Form T-1, Registration No. 333-85232 filed by Boston
        Private Financial Holdings, Inc.)




                              EXHIBIT 5 TO FORM T-1

                    (INTENTIONALLY OMITTED. NOT APPLICABLE.)



                              EXHIBIT 6 TO FORM T-1


                               CONSENT OF TRUSTEE

         Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, in connection with the proposed issuance of the Debt Securities of
Old Dominion Electric Cooperative, SunTrust Bank hereby consents that reports of
examinations by Federal, State, Territorial or District Authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.

                                         SUNTRUST BANK



                                  By:/s/ Jackie Shornak
                                     -------------------------------------------
                                     Jackie Shornak
                                     Assistant Vice President



                              EXHIBIT 7 TO FORM T-1

                               REPORT OF CONDITION
                                   (ATTACHED)




================================================================================
SunTrust Bank                                   FFIEC 031
ATLANTA , GA 30302                              Consolidated Report of Condition
Certificate Number: 00867                       for June 30, 2002
================================================================================

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 2002

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.




Schedule RC - Balance Sheet                                                 C400

Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
ASSETS

1. Cash and balances due from depository institutions (from Schedule RC-A):                               RCFC
                                                                                                          ----    -------------
   a.Noninterest bearing balances and currency and coin (1) ............................................  0081        3,824,824  1.a
                                                                                                                  -------------
   b.Interest-bearing balances (2) .....................................................................  0071          349,088  1.b
                                                                                                                  -------------
2. Securities:
                                                                                                                  -------------
   a.Held-to-maturity securities (from Schedule RC-B, column A) ........................................  1754                0  2.a
                                                                                                                  -------------
   b.Available-for-sale securities (from Schedule RC-B, column D) ......................................  1773       17,212,619  2.b
                                                                                                                  -------------
3. Federal funds sold and securities purchased under agreements to resell(3)                              B987        4,095,378  3
                                                                                                          B989
                                                                                                                  -------------
4. Loans and lease financing receivables (from Schedule RC-C):                     RCFD
                                                                                   ----
                                                                                            -----------
   a.Loans and leases held for sale .............................................  5369      3,512,952
                                                                                            -----------
   b.Loans and leases, net of unearned income ...................................  B528     71,367,740                           4.a
                                                                                            -----------
   c.LESS: Allowance for loan and lease losses ..................................  3123        908,638                           4.b
                                                                                            -----------
   d.Loans and leases, net of unearned income, allowance, and reserve                                     RCFD
                                                                                                          ----
                                                                                                                  -------------
    (item 4.a minus 4.b and 4.c) .......................................................................  B529       70,459,102  4.d
                                                                                                                  -------------
5.  Tracing assets (from Schedule RC-D) ................................................................  3545          786,220  5.
                                                                                                                  -------------
6.  Premises and fixed assets (including capitalized leases) ...........................................  2145        1,347,802  6.
                                                                                                                  -------------
7.  Other real estate owned (from Schedule RC-M) .......................................................  2150           40,310  7.
                                                                                                                  -------------
8.  Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ...........  2130                0  8.
                                                                                                                  -------------
9.  Customers' liability to this bank on acceptances outstanding .......................................  2155           11,043  9.
                                                                                                                  -------------
10. Intangible assets ..................................................................................  2143                  10.
                                                                                                                  -------------
    a.  Goodwill .......................................................................................  3163          770,226 10.a
                                                                                                                  -------------
    b.  Other intangible assets from Schedule RC-M .....................................................  0426          669,001 10.b
                                                                                                                  -------------
11. Other assets (from Schedule RC-F) ..................................................................  2160        2,079,844 11.
                                                                                                                  -------------
12. Total assets (sum of items 1 through 11) ...........................................................  2170      105,158,409 12.
                                                                                                                  -------------

- --------
(1)  Includes cash items in process of collection and unposted debits.
(2)  Includes time certificates of deposit not held for trading.
(3)  Includes all securities resale agreements in domestic and foreign offices,
     regardless of maturity.





================================================================================
SunTrust Bank                                   FFIEC 031
ATLANTA , GA 30302                              Consolidated Report of Condition
Certificate Number: 00867                       for June 30, 2002
================================================================================

Schedule RC - Continued



Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
LIABILITIES

13. Deposits:

                                                                                                          RCON
    a. In domestic offices (sum of totals of columns A and C from Schedule                                ----   ------------
       RC-E, part 1):                                                              RCON                   2200     69,028,478 13.a
                                                                                   ----                          ------------
                                                                                            -----------
       (1)Noninterest-bearing (1) ...............................................  6631      7,985,462                        13.a.1
                                                                                            -----------
       (2)Interest-bearing ......................................................  6636     61,043,016                        13.a.2
                                                                                            -----------
                                                                                                          RCFN                13.b
       b. In foreign offices, Edge and Agreement subsidiaries, and IBFs(                                  ----   ------------
          from Schedule RC-E, part II) ..........................................  RCFN                   2200      3,420,287
                                                                                   ----     -----------          ------------
       (1)Noninterest-bearing ...................................................  6631              0                        13.b.1
                                                                                            -----------
       (2)Interest-bearing ......................................................  6636      3,420,287    RCFD                13.b.2
                                                                                                          ----
                                                                                            -----------          ------------
14. Federal funds purchased and securities sold under agreements to repurchase(2)(3) ...................  B993     11,286,713 14
                                                                                                          B995
                                                                                                                 ------------
                                                                                                          RCFD
                                                                                                          ----   ------------
15. Trading liabilities (from Schedule RC-D) ...........................................................  3548        689,346 15.a
                                                                                                                 ------------
16. Other borrowed money (includes mortgage indebtedness and obligations under
    capitalized leases) (from Schedule RC-M): ..........................................................  3190      7,376,885

17. Not applicable .....................................................................................

                                                                                                                 ------------
18. Bank's liability on acceptances executed and outstanding ...........................................  2920      11,043 18
                                                                                                                 ------------
19. Subordinated notes and debentures(4) ...............................................................  3200      1,803,231 19
                                                                                                                 ------------
20. Other liabilities (from Schedule RC-G) .............................................................  2930      1,602,659 20
                                                                                                                 ------------
21. Total liabilities (sum of items 13 through 20) .....................................................  2948     95,218,642 21
                                                                                                                 ------------
22. Minority interest in consolidated subsidiaries .....................................................  3000      1,017,493 22

    EQUITY CAPITAL
                                                                                                                 ------------
23. Perpetual preferred stock and related surplus ......................................................  3838              0 23
                                                                                                                 ------------
24. Common stock .......................................................................................  3230         21,600 24
                                                                                                                 ------------
25. Surplus (exclude all surplus related to preferred stock) ...........................................  3839      2,534,707 25
                                                                                                                 ------------
26. a. Retained earnings ...............................................................................  3632      5,254,467 26.a
                                                                                                                 ------------
    b. Accumulated other comprehensive income (5) ......................................................  B530      1,111,500 26.b
                                                                                                                 ------------
27. Other equity capital components (6) ................................................................  A130              0 27
                                                                                                                 ------------
28. Total equity capital (sum of items 23 through 27) ..................................................  3210      8,922,274 28
                                                                                                                 ------------
29. Total liabilities minority interest, and equity capital (sum of items 21, 22 and 28) ...............  3300    105,158,409 29
                                                                                                                 ------------






    Memorandum
    To be reported only with the March Report of Condition.

1.  Indicated in the box at the right the number of the
    statement below that best describes the most
    comprehensive level of auditing work performed for    RCFD     Number
    the bank by independent external auditors as of       ----    -------
    any date during 2001 .................................6724      N/A   M.1
                                                                  -------

1=   Independent audit of the bank conducted in accordance
     with generally accepted auditing standards by a
     certified public accounting firm which submits a
     report on the bank
2=   Independent audit of the bank's parent holding
     company conducted in accordance with generally
     accepted auditing standards by a certified public
     accounting firm which submits a report on the
     consolidated holding company (but not on the bank
     separately)
3=   Attestation on bank management's assertion on the
     effectiveness of the bank's internal control over
     financial reporting by a certified public accounting
     firm
4=   Directors' examination of the bank conducted in
     accordance with generally accepted auditing standards by
     a certified public accounting firm (may be required by
     state chartering authority)
5=   Directors' examination of the bank performed by other
     external auditors (may be required by state chartering
     authority)
6=   Review of the bank's financial statements by external
     auditors
7=   Compilation of the bank's financial statements by
     external auditors
8=   Other audit procedures (excluding tax preparation work)
9=   No external audit work

- -----------------
(1) Includes total demand deposits and noninterest-bearing time and savings
    deposits.

(2) Report overnight Federal Home Loan Bank advances and Schedule RC,
    item 16, "other borrowed money."

(3) Includes all securities repurchase agreements in domestic and foreign
    offices, regardless of maturity.

(4) Includes limited-life preferred stock and related surplus.

(5) Includes net unrealized holding gains (losses) on available-for-sale
    securities, accumulated net gains (losses) on cash flow hedges, cumulative
    foreign currency translation adjustments, and minimum pension liability
    adjustments.

(6) Includes treasury stock and unearned Employee Stock Ownership Plan Shares.






                              EXHIBIT 8 TO FORM T-1

                    (INTENTIONALLY OMITTED. NOT APPLICABLE.)



                              EXHIBIT 9 TO FORM T-1

                    (INTENTIONALLY OMITTED. NOT APPLICABLE.)