S-3

As Filed with the Securities and Exchange Commission on July     , 2002

File No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

Under

The Securities Act of 1933

VIRGINIA ELECTRIC AND POWER COMPANY	VIRGINIA	54-0418825
(Exact name of Registrant as specified in its charter)	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
VIRGINIA POWER CAPITAL TRUST II	DELAWARE	03-0461508
(Exact name of registrant as specified in its Trust Agreement)	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

ONE JAMES RIVER PLAZA

701 EAST CARY STREET  RICHMOND, VIRGINIA 23219

(804) 819-2000

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

PATRICIA A. WILKERSON, VICE PRESIDENT AND CORPORATE SECRETARY

JAMES P. CARNEY, ASSISTANT TREASURER

VIRGINIA ELECTRIC AND POWER COMPANY

ONE JAMES RIVER PLAZA, 701 EAST CARY STREET  RICHMOND, VIRGINIA 23219

(804) 819-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

JAMES F. STUTTS	D. MICHAEL JONES
VIRGINIA ELECTRIC AND POWER COMPANY	McGUIRE WOODS LLP
701 EAST CARY STREET	ONE JAMES CENTER
RICHMOND, VIRGINIA 23219	RICHMOND, VIRGINIA 23219-4030

Approximate date of commencement of proposed sale to the public: From time to time after effectiveness.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, 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 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, 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(b) under the Securities Act, check the following box and list the Securities Act registration statement 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.  ¨

CALCULATION OF REGISTRATION FEE(1)

Title of each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Mortgage Bonds
Senior Debt Securities
Junior Subordinated Notes
Trust Preferred Securities and Related Guarantee(3)
Agreement as to Expenses and Liabilities
Preferred Stock
TOTAL	$2,000,000,000		$2,000,000,000	$184,000

(1) Estimated in accordance with Rule 457 solely for the purpose of calculating the registration fee. Such amount in U.S. dollars or the equivalent thereof in other currencies, as shall result in an aggregate offering price for all securities of $2,000,000,000.

(2) Omitted pursuant to General Instruction II.D. of Form S-3.

(3) No separate consideration will be received for the guarantee by Virginia Electric and Power Company.

The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants 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 of 1933 or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

PROSPECTUS

Subject to Completion

Dated July 23, 2002

VIRGINIA ELECTRIC AND POWER COMPANY

One James River Plaza

701 East Cary Street

Richmond, Virginia 23219

(804) 819-2000

$2,000,000,000

Mortgage Bonds

Senior Debt Securities

Junior Subordinated Notes

Trust Preferred Securities, Related Guarantee

and Agreement as to Expenses and Liabilities

Preferred Stock

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense.

This prospectus is dated             , 2002.

The information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and has not been declared 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.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission using a shelf registration process. Under this shelf process, we may, from time to time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $2,000,000,000. This prospectus provides you with a general description of the 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. Material United States federal income tax considerations applicable to the offered securities will also be discussed in the applicable prospectus supplement as necessary. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and any prospectus supplement together with additional information described under the heading WHERE YOU CAN FIND MORE INFORMATION. When we use the terms “we”, “our”, or the “Company” in this prospectus, we are referring to Virginia Electric and Power Company and not Virginia Power Capital Trust II.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. You may also read and copy these documents at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we sell all of the securities:

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

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

• Current Reports on Form 8-K filed January 18, 2002 and January 29, 2002.

You may request a copy of these filings at no cost, by writing or telephoning us at the following address:

    Corporate Secretary

    Virginia Electric and Power Company

    One James River Plaza

    701 E. Cary Street

    Richmond, Virginia 23219

    (804) 819-2000

You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not

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assume that the information in this prospectus, or any prospectus supplement is accurate as of any date other than the date on the front of those documents.

THE COMPANY

Virginia Electric and Power Company (the Company) is a regulated public utility that generates, transmits and distributes power for sale in Virginia and northeastern North Carolina. In Virginia, the Company trades under the name “Dominion Virginia Power.” The Virginia service area comprises about 65 percent of Virginia’s total land area, but accounts for over 80 percent of its population. In North Carolina, the Company trades under the name “Dominion North Carolina Power” and serves retail customers located in the northeastern region of the state, excluding certain municipalities. In addition, the Company sells electricity at wholesale to rural electric cooperatives, power marketers, municipalities and other utilities. We are a wholly owned subsidiary of Dominion Resources, Inc. (Dominion), a fully integrated gas and electric holding company. Dominion manages our operations, together with those of Dominion’s other subsidiaries, along functional lines rather than by corporate entity. Dominion is not guaranteeing any of the securities described in this prospectus.

Operating Segments

We currently manage our business through two principal segments: Energy and Delivery.

• Energy—Energy manages the Company’s 18,000 megawatt portfolio of owned and operated generating facilities and purchased power contracts, trading and marketing activities and any commodity, hedging

and arbitrage activities.

• Delivery—Delivery manages the Company’s electric distribution and transmission systems, serving approximately 2.2 million customers, about 6,000 miles of electric transmission lines and customer service operations. We recently executed a preliminary agreement to have PJM Interconnection operate our transmission lines on a regional basis. Under the proposed plan, we would establish PJM South, as a control area operated separately under the single PJM energy market. You should read our periodic reports filed with the SEC for information concerning the transfer of our electric transmission lines to a regional operating authority. See WHERE YOU CAN FIND MORE INFORMATION.

As of December 31, 2001, we had approximately 7,900 full-time employees. Approximately 3,700 employees are subject to collective bargaining agreements. You should read our periodic reports filed with the SEC for information concerning our collective bargaining agreements. See WHERE YOU CAN FIND MORE INFORMATION.

Virginia Electric and Power Company was incorporated in 1909 as a Virginia public service corporation. Its principal office is located at 701 East Cary Street, Richmond, Virginia 23219-3932. The telephone number is (804) 819-2000. All of the Company’s common stock is held by Dominion.

For additional information about us, see WHERE YOU CAN FIND MORE INFORMATION in this prospectus.

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THE TRUST

Virginia Power Capital Trust II is a statutory business trust formed under Delaware law by us, as sponsor for the Trust, and Chase Manhattan Bank USA, National Association as trustee. The trust agreement for the Trust will be amended and restated substantially in the form filed as an exhibit to the registration statement, effective when securities of the Trust are issued. The amended trust agreement will be qualified as an indenture under the Trust Indenture Act of 1939.

The Trust exists for the exclusive purposes of:

• issuing two classes of trust securities, trust preferred securities and trust common securities, which together represent undivided beneficial interests in the assets of the Trust;

• investing the gross proceeds of the trust securities in our Junior Subordinated Notes;

• making distributions; and

• engaging in only those other activities necessary, advisable or incidental to the purposes listed above.

The Junior Subordinated Notes will be the sole assets of the Trust, and our payments under the Junior Subordinated Notes and the Agreement as to Expenses and Liabilities will be the sole revenue of the Trust.

No separate financial statements of the Trust are included in this prospectus. We consider that these financial statements would not be material to holders of the trust preferred securities because the Trust has no independent operations and the purpose of the Trust is as described above. The Trust will not file annual, quarterly or special reports with the SEC.

The principal place of business of the Trust will be c/o Virginia Electric and Power Company, 701 East Cary Street, Richmond, Virginia 23219.

USE OF PROCEEDS

The net proceeds from the sale of the

securities offered by this prospectus will be used to meet a portion of the general capital requirements of the Company, for the refinancing of preferred stock and outstanding debt including our commercial paper and for other general corporate purposes.

RATIO OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges and ratio of earnings to fixed charges and preferred stock dividends for each of the periods indicated are as follows:

	For the Twelve Months Ended March 31, 2002	Twelve Months Ended December 31,
		2001	2000	1999	1998	1997
Ratio of earnings to fixed charges	3.79	3.16	3.76	3.50	2.19	3.21
Ratio of earnings to fixed charges and preferred stock dividends	3.44	2.83	3.19	2.94	1.85	2.74

In the ratio of earnings to fixed charges, earnings are determined by adding fixed charges (excluding interest capitalized) to income before taxes. These earnings are then divided by total fixed charges. Fixed charges consist of interest charges (without reduction for Allowance for Funds Used During Construction) on long-term and short-term debt, interest capitalized and the portion of rental expense that is representative of the interest factor.

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In the ratio of earnings to fixed charges and preferred stock dividends, earnings are determined by adding fixed charges (excluding interest capitalized and preferred dividends (grossed-up by a factor of pre-tax net income divided by net income )) to income before income taxes. These earnings are then divided by total fixed charges. Fixed charges consist of interest charges (without reduction for Allowance for Funds Used During Construction) on long-term and short-term debt, interest capitalized, and the portion of rental expense that is representative of the interest factor and preferred stock dividends (as grossed-up).

DESCRIPTION OF MORTGAGE BONDS

We will issue our First and Refunding Mortgage Bonds (Bonds) in one or more series under an Indenture of Mortgage dated November 1, 1935, as supplemented and modified by eighty-five supplemental indentures and as to be supplemented by one or more additional supplemental indentures to be entered into in connection with each new series of Bonds. The Indenture of Mortgage and all such supplemental indentures are collectively referred to as the Mortgage. The Indenture of Mortgage, the supplemental indentures which remain in effect and a form of supplemental indenture are Exhibits to the Registration Statement of which this Prospectus is a part. The Trustee under the Mortgage is JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank). We have summarized selected provisions of the Mortgage below. Capitalized terms used in the summary have the meanings specified in the Mortgage.

General

Unless otherwise provided in the applicable prospectus supplement, we will issue the Bonds only in fully registered form, without coupons, in denominations of $1,000 and integral multiples of $1,000 and these will be exchangeable for a like aggregate principal amount of Bonds of other authorized denominations of the same series. No charge will be made for any transfer or exchange of the Bonds, but we may require a payment to cover any stamp tax or other governmental charge. You may transfer and exchange your Bonds at JPMorgan Chase Bank, 55 Water Street, New York, New York 10041.

Interest, Maturity and Payment

The Bonds will bear interest from their issue date at the rate shown in the applicable prospectus supplement payable semiannually on the interest payment dates shown in that prospectus supplement. The Bonds will mature on the date shown in the applicable prospectus supplement. Interest will be paid to the persons in whose names the Bonds are registered at the close of business on the 15th day (whether or not a business day) of the calendar month next preceding the interest payment date, except for defaulted interest and except for unmatured accrued interest on Bonds called for redemption on a date other than an interest payment date. Principal of, premium, if any, and interest on the Bonds are payable at the office or agency of the Trustee in New York City.

Provisions of a Particular Series

You should refer to the applicable prospectus supplement for the specific terms relating to that particular series of Bonds including:

• its specific designation;

• the aggregate principal amount;

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• the date or dates on which the series will mature;

• the rate per annum at which the series will bear interest;

• any optional or mandatory redemption provisions allowing the Bonds to be redeemed at our option or at the option of the holder of the Bonds including the redemption or repayment dates and the redemption or repayment prices; and

• any other special terms.

Security and Priority

The Bonds will be our secured obligations, together with all other bonds currently outstanding or issued later under the Mortgage. The Bonds will be secured by a direct lien on all public utility property owned by us but subject to the operation of the release provisions (which, in effect, permit the disposition of all property in excess of the amount used under the Mortgage). Prior lien debt on after-acquired property may be extended or refunded under the same lien until property is certified under the Mortgage, but not after certification, except upon consent of the holders of 60% in the amount of the bonds issued and outstanding under the Mortgage. (See Sections 4.03 and 4.07 of the Mortgage.) All cash, securities, accounts receivable, agreements, leases, materials and supplies, automotive equipment, timber, coal and other minerals under the mortgaged land, and certain other assets are excluded from the lien. (See Preamble to the Indenture of Mortgage, Part VIII and Fourteenth Supplemental Indenture, Part VI.) In case of a merger, consolidation or sale of substantially all of our assets, the lien may be limited to our system at that time. (See Sections 8.02, 8.03 and 8.04 of the Mortgage.)

The lien of the Mortgage must be duly recorded and filed, and is a first lien junior only to (i) statutory liens and equitable priorities for taxes, services, materials and supplies and (ii) pre-existing liens on after-acquired property.

Other than the security afforded by the lien of the Mortgage, there are no provisions of the Mortgage which provide holders of the Bonds protection in the event of a highly leveraged transaction involving our Company. Such a transaction would require regulatory approval that we believe would be unlikely for a transaction that would result in our having a highly leveraged capital structure.

Issuance of Additional Bonds or Other Debt

We may issue additional bonds under the Mortgage of any series from time to time, but not more in aggregate amount than the amount authorized by our common shareholder (currently $5 billion), on the following bases:

1. Up to 60% of the net amount of additional property certified under Section 2.03 and subject to no senior lien except permitted liens and liens securing refundable debt, but only if net earnings (in 12 consecutive months within the 15 next previous months), after depreciation but before income taxes, are at least twice the annual interest charges on all bonds then outstanding or applied for and any indebtedness secured by senior liens.

a. But no more than 20% of total net earnings may be from nonoperating income and the aggregate of maintenance and repairs and depreciation must be not less than 15% of total

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operating revenues less the cost of electricity purchased for resale and resale paid by us for electric properties for such period.

b. Refundable debt may not exceed 60% of the property securing it or 15% of the bonds outstanding or issuable and is deducted from the amount of bonds otherwise issuable. (See Sections 2.02, 2.03, 2.08, 2.09 and 4.16 of the Mortgage.)

2. Up to the amount of bonds or refundable debt retired (unless from certain funds). (See Sections 2.02, 2.04, 2.05, 2.08, and 2.09 of the Mortgage.)

3. Up to the amount of cash deposited for the purpose, but only if net earnings are as required in 1 above. The cash may be withdrawn in the amount of the bonds issuable as shown in 1 and 2 above, without regard to earnings. This is the only restriction on the disposition of proceeds of additional bonds. (See Sections 2.02, 2.06, and 2.07 of the Mortgage.)

The Bonds will be issued on the bases described above.

The Mortgage does not limit the Company’s ability to issue additional unsecured debt.

Release and Substitution of Security

Property may be released upon filing a Credit Certificate or upon depositing cash in the amount of the value of the property (which then may be withdrawn upon filing a Credit Certificate). The Credit Certificate supplies evidence, between formal certifications under Section 2.03 of the Mortgage, that credits previously established on the basis of property acquisition or bonds or refundable debt retirement have not been exhausted by showing that the retirements that have not yet been certified are less than the balance of the credits that would remain unused after the action then sought (including in such credits the amount of additional property not formally certified and the amount of release moneys, etc., then held by the Trustee). Instead of cash, purchase money bonds or bonds of the United States or any State or their respective political subdivisions may be deposited. Special provisions are made for property and cash subject to senior liens and for refundable debt held in pledge. (See Section 2.09(q), Article 5 and Article 6 of the Mortgage.)

Modification

With the consent of the holders of 75% in amount of all bonds issued and outstanding under the Mortgage (including at least 60% in amount of each affected series)

• any default may be waived except for a default in the payment of principal or interest at their due dates; and

• the Mortgage may be changed in any way except to extend the due dates of principal or interest or reduce the amount of principal, interest or premium, if any. (See section 7.24 and Article 14 of the Mortgage.)

Default and Action by the Trustee

An event of default includes:

• default in payment of principal of any series of bonds issued under the Mortgage;

• continuous default for 90 days in payment of interest on any series of

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such bonds (except that the default need only continue for 30 days in the case of certain series);

• default for 90 days after notice in the performance of any other covenant in the Mortgage and the occurrence of certain bankruptcy-related events. (See Section 7.01. of the Mortgage.)

During an event of default, the Trustee must use the same degree of care and skill as a prudent person in the conduct of their own affairs. Subject to that standard, a majority in amount of bonds issued under the Mortgage is necessary to require the Trustee to take action, and the Trustee is entitled to be indemnified to its satisfaction. (See Section 7.20 of Indenture of Mortgage and Third Supplemental Indenture Sections 7.02 and 7.03.) We are required to report annually to the Trustee that we are not in default under the Mortgage. (See Third Supplemental Indenture Section 6.03.)

DESCRIPTION OF DEBT SECURITIES

The term Debt Securities includes the Senior Debt Securities and the Junior Subordinated Notes. We will issue the Senior Debt Securities in one or more series under a Senior Indenture dated as of June 1, 1998 between us and JPMorgan Chase Bank, as trustee, and the Junior Subordinated Notes in one or more series under our Subordinated Indenture dated as of August 1, 1995 between us and JPMorgan Chase Bank, as trustee. The Indenture related to the Junior Subordinated Notes is called the Subordinated Indenture in this prospectus, and together the Senior Indenture and the Subordinated Indenture are called Indentures. We have summarized selected provisions of the Indentures below. The Senior Indenture and the Subordinated Indenture have been filed as exhibits to the registration statement, and you should read the Indentures for provisions that may be important to you. In the summary below, we have included references to section numbers of the Indentures so that you can easily locate these provisions. Capitalized terms used in this description have the meanings specified in the Indentures.

General

The Senior Debt Securities will be our direct, unsecured obligations and will rank equally with all of our other senior and unsubordinated debt. The Junior Subordinated Notes will be our unsecured obligations and are junior in right of payment to our Senior Indebtedness, as described under the caption ADDITIONAL TERMS OF JUNIOR SUBORDINATED NOTES—Subordination.

Our ability to meet our obligations under the Debt Securities is dependent on our earnings and cash flows. As of June 30, 2002, we had 3.84 million outstanding shares of Preferred Stock with a liquidation value of $391.1 million. In addition to trade debt, we have ongoing corporate debt programs used to finance our business activities. As of March 31, 2002, we had approximately $4.5 billion in aggregate principal amount of outstanding long-term debt, including $325 million of securities due within one year. In addition, we have a commercial paper program that at March 31, 2002 had an outstanding balance of $245 million.

Neither of the Indentures limits the amount of Debt Securities that we may issue under it. We may issue Debt Securities from time to time under the Indentures in one or more series by entering into supplemental indentures or by our Board of Directors or a duly authorized committee authorizing the

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issuance. Forms of supplemental indentures to each of the Indentures are exhibits to the registration statement.

The Indentures do not protect the holders of Debt Securities if we engage in a highly leveraged transaction.

Provisions of a Particular Series

The Debt Securities of a series need not be issued at the same time, bear interest at the same rate or mature on the same date. Unless otherwise provided in the terms of a series, a series may be reopened, without notice to or consent of any holder of outstanding Debt Securities, for issuances of additional Debt Securities of that series. The prospectus supplement for a particular series of Debt Securities will specify the terms of that series, including, if applicable, some or all of the following:

• the title and type of the Debt Securities;

• the total principal amount of the Debt Securities;

• the portion of the principal payable upon acceleration of maturity, if other than the entire principal;

• the date or dates on which principal is payable or the method for determining the date or dates, and any right that we have to change the date on which principal is payable;

• the interest rate or rates, if any, or the method for determining the rate or rates, and the date or dates from which interest will accrue;

• any interest payment dates and the regular record date for the interest payable on each interest payment date, if any;

• any payments due if the maturity of the Debt Securities is accelerated;

• any optional redemption terms, or, with respect to the Senior Debt Securities, any repayment terms;

• any provisions that would obligate us to repurchase or otherwise redeem the Debt Securities, or, with respect to the Senior Debt Securities, any sinking fund provisions;

• the currency in which payments will be made if other than U.S. dollars, and the manner of determining the equivalent of those amounts in U.S. dollars;

• if payments may be made, at our election or at the holder’s election, in a currency other than that in which the Debt Securities are stated to be payable, then the currency in which those payments may be made, the terms and conditions of the election and the manner of determining those amounts;

• any index or formula used for determining principal, interest, or premium, if any;

• the percentage of the principal amount at which the Debt Securities will be issued, if other than 100% of the principal amount;

• whether the Debt Securities are to be issued in fully registered certificated form or in book-entry form represented by certificates deposited with, or on behalf of, a securities depositary and registered in the name of the depositary’s nominee (Book-Entry Debt Securities);

• denominations, if other than $1,000 each or multiples of $1,000;

• any changes to events of defaults or covenants; and

• any other terms of the Debt Securities. (Sections 201 & 301 of the Senior

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Indenture & Sections 201& 301 of the Subordinated Indenture.)

The prospectus supplement will also indicate any special tax implications of the Debt Securities and any provisions granting special rights to holders when a specified event occurs.

Conversion or Redemption

No Debt Security will be subject to conversion, amortization, or redemption, unless otherwise provided in the applicable prospectus supplement. Any provisions relating to the conversion or redemption of Debt Securities will be set forth in the applicable prospectus supplement, including whether conversion is mandatory or at our option. If no redemption date or redemption price is indicated with respect to a Debt Security, we cannot redeem the Debt Security before the Stated Maturity. Debt Securities subject to redemption by us will be subject to the following terms:

• redeemable on and after the applicable redemption dates;

• redemption dates and redemption prices fixed at the time of sale and set forth on the Debt Security; and

• redeemable in whole or in part (provided that any remaining principal amount of the Debt Security will be equal to an authorized denomination) at our option at the applicable redemption price, together with interest, payable to the date of redemption, on notice given not more than 60 nor less than 30 days before the date of redemption. (Section 1104 of the Senior Indenture & Section 1104 of the Subordinated Indenture.)

We will not be required to:

• issue, register the transfer of, or exchange any Debt Securities of a series during the

period beginning 15 days before the date the notice is mailed identifying the Debt Securities of that series that have been selected for redemption; or

• register the transfer of, or exchange any Debt Security of that series selected for redemption except the unredeemed portion of a Debt Security being partially redeemed. (Section 305 of the Senior Indenture & Section 303 of the Subordinated Indenture.)

Payment and Transfer; Paying Agent

The paying agent will pay the principal of any Debt Securities only if those Debt Securities are surrendered to it. Unless we state otherwise in the applicable prospectus supplement, the paying agent will pay principal, interest and premium, if any, on Debt Securities, subject to such surrender, where applicable, at its office or, at our option:

• by wire transfer to an account at a banking institution in the United States that is designated in writing to the Trustee before the deadline set forth in the applicable prospectus supplement by the person entitled to that payment (which in the case of Book-Entry Debt Securities is the securities depositary or its nominee); or

• by check mailed to the address of the person entitled to that interest as that address appears in the security register for those Debt Securities. (Sections 307 & 1001 of the Senior Indenture & Sections 305 and 1001 of the Subordinated Indenture.)

Neither we nor the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Debt Security, or for maintaining, supervising or reviewing any

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records relating to the beneficial ownership interests. We expect that the securities depositary, upon receipt of any payment of principal, interest or premium, if any, in a Book-Entry Debt Security, will credit immediately the accounts of the related participants with payment in amounts proportionate to their respective holdings in principal amount of beneficial interest in the Book-Entry Debt Security as shown on the records of the securities depositary. We also expect that payments by participants to owners of beneficial interests in a Book-Entry Debt Security will be governed by standing customer instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name” and will be the responsibility of the participants.

Unless we state otherwise in the applicable prospectus supplement, the Trustee will act as paying agent for the Debt Securities, and the principal corporate trust office of the Trustee will be the office through which the paying agent acts. We may, however, change or add paying agents or approve a change in the office through which a paying agent acts. (Section 1002 of the Senior Indenture & Section 1002 of the Subordinated Indenture.)

Any money that we have paid to a paying agent for principal or interest on any Debt Securities which remains unclaimed at the end of two years after that principal or interest has become due will be repaid to us at our request. After repayment to the Company, holders should look only to us for those payments. (Section 1003 of the Senior Indenture & Section 1003 of the Subordinated Indenture.)

Fully registered securities may be transferred or exchanged at the corporate trust office of the Trustee or at any other office or agency we maintain for those purposes, without the payment of any service charge except for any tax or governmental charge and related expenses. (Section 1002 of the Senior Indenture & Section 1002 of the Subordinated Indenture.)

Global Securities

We may issue some or all of the Debt Securities as Book-Entry Debt Securities. Book-Entry Debt Securities will be represented by one or more fully registered global certificates. Book-Entry Debt Securities of like tenor and terms up to $500,000,000 aggregate principal amount may be represented by a single global certificate. Each global certificate will be deposited and registered with the securities depositary or its nominee or a custodian for the securities depositary. Unless it is exchanged in whole or in part for Debt Securities in definitive form, a global certificate may generally be transferred only as a whole unless it is being transferred to certain nominees of the depositary. (Section 305 of the Senior Indenture & Section 203 of the Subordinated Indenture.)

Unless otherwise stated in any prospectus supplement, The Depository Trust Company will act as the securities depositary. Beneficial interests in global certificates will be shown on, and transfers of global certificates will be effected only through, records maintained by the securities depositary and its participants. If there are any additional or differing terms of the depositary arrangement with respect to the Book-Entry Debt Securities, we will describe them in the applicable prospectus supplement.

Holders of beneficial interests in Book-Entry Debt Securities represented by a

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global certificate are referred to as beneficial owners. Beneficial owners will be limited to institutions having accounts with the securities depositary or its nominee, which are called participants in this discussion, and to persons that hold beneficial interests through participants. When a global certificate representing Book-Entry Debt Securities is issued, the securities depositary will credit on its book-entry, registration and transfer system the principal amounts of Book-Entry Debt Securities the global certificate represents to the accounts of its participants. Ownership of beneficial interests in a global certificate will be shown only on, and the transfer of those ownership interests will be effected only through, records maintained by:

• the securities depositary, with respect to participants’ interests; and

• any participant, with respect to interests the participant holds on behalf of other persons.

As long as the securities depositary or its nominee is the registered holder of a global certificate representing Book-Entry Debt Securities, that person will be considered the sole owner and holder of the global certificate and the Book-Entry Debt Securities it represents for all purposes. Except in limited circumstances, beneficial owners:

• may not have the global certificate or any Book-Entry Debt Securities it represents registered in their names;

• may not receive or be entitled to receive physical delivery of certificated Book-Entry Debt Securities in exchange for the global certificate; and

• will not be considered the owners or holders of the global certificate or any

Book-Entry Debt Securities it represents for any purposes under the Debt Securities or the Indentures. (Section 305 of the Senior Indenture & Section 202 of the Subordinated Indenture.)

We will make all payments of principal, interest and premium, if any, on a Book-Entry Debt Security to the securities depositary or its nominee as the holder of the global certificate. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of securities in definitive form. These laws may impair the ability to transfer beneficial interests in a global certificate.

Payments participants make to beneficial owners holding interests through those participants will be the responsibility of those participants. The securities depositary may from time to time adopt various policies and procedures governing payments, transfers, exchanges and other matters relating to beneficial interests in a global certificate. None of the following will have any responsibility or liability for any aspect of the securities depositary’s or any participant’s records relating to beneficial interests in a global certificate representing Book-Entry Debt Securities, for payments made on account of those beneficial interests or for maintaining, supervising or reviewing any records relating to those beneficial interests:

• the Company;

• the Trustee;

• the Trust (only with respect to the Junior Subordinated Notes if the Junior Subordinated Notes are issued to the Trust); or

• any agent of any of the above.

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Covenants

Under the Indentures we will:

• pay the principal, interest and premium, if any, on the Debt Securities when due;

• maintain a place of payment;

• deliver an officer’s certificate to the Trustee at the end of each fiscal year confirming our compliance with our obligations under each of the Indentures; and

• preserve and keep in full force and effect our corporate existence except as provided in the Indentures

• deposit sufficient funds with any paying agent on or before the due date for any principal, interest or premium, if any. (Sections 1001, 1002, 1003, 1004 & 1005 of the Senior Indenture & Sections 1001, 1002, 1003 and 1006 of the Subordinated Indenture.)

Consolidation, Merger or Sale

The Indentures provide that we may consolidate or merge with or into, or sell all or substantially all our assets to, another Person, provided that any successor assumes our obligations under the Indentures and the Debt Securities issued under the Indentures. We must also deliver an opinion of counsel to the Trustee affirming our compliance with all conditions in the applicable Indenture relating to the transaction. When the conditions are satisfied, the successor will succeed to and be substituted for us and, in the case of a sale of all or substantially all our assets, we will be relieved of our obligations. (Sections 801 & 802 of the Senior Indenture & Sections 801, & 802 of the Subordinated Indenture.)

Events of Default

Event of Default when used in each of the Indentures, will mean any of the following with respect to Debt Securities of any series:

• failure to pay the principal or any premium on any Debt Security when due;

• with respect to the Senior Debt Securities, failure to deposit any sinking fund payment for that series when due that continues for 60 days;

• failure to pay any interest on any Debt Securities of that series, when due, that continues for 60 days; provided that, if applicable, for this purpose, the date on which interest is due is the date on which we are required to make payment following any deferral of interest payments by us under the terms of the Junior Subordinated Notes that permit such deferrals;

• failure to perform any other covenant in the Indentures (other than a covenant expressly included solely for the benefit

of other series) that continues for 90 days after the Trustee or the holders of at least 33% of the outstanding Debt Securities (25% in the case of the Junior Subordinated Notes) of that series give us written notice of the default;

• certain events in bankruptcy, insolvency or reorganization of the Company; or

• any other Event of Default included in the Indentures or any supplemental indenture. (Section 501 of the Senior Indenture & Section 501 of the Subordinated Indenture.)

In the case of a general covenant default described above, the Trustee may extend the grace period. In addition, if holders of a particular series have given a

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notice of default, then holders of at least the same percentage of Debt Securities of that series, together with the Trustee, may also extend the grace period. The grace period will be automatically extended if we have initiated and are diligently pursuing corrective action.

An Event of Default for a particular series of Debt Securities does not necessarily constitute an Event of Default for any other series of Debt Securities issued under the Indentures. Additional events of default may be established for a particular series and, if established, will be described in the applicable prospectus supplement.

If an Event of Default for any series of Debt Securities occurs and continues, the Trustee or the holders of at least 33% (25%, in the case of the Junior Subordinated Notes) in aggregate principal amount of the Debt Securities of the series may declare the entire principal of all the Debt Securities of that series to be due and payable immediately. If this happens, subject to certain conditions, the holders of a majority of the aggregate principal amount of the Debt Securities of that series can void the declaration. (Section 502 of the Senior Indenture & Section 502 of the Subordinated Indenture.)

The Trustee may withhold notice to the holders of Debt Securities of any default (except in the payment of principal or interest) if it considers the withholding of notice to be in the best interests of the holders. Other than its duties in case of a default, a Trustee is not obligated to exercise any of its rights or powers under the Indentures at the request, order or direction of any holders, unless the holders offer the Trustee reasonable indemnity. If they provide this reasonable indemnification, the holders of a majority in principal amount of any series of Debt Securities may direct the time, method and place of conducting any proceeding or any remedy available to the Trustee, or exercising any power conferred upon the Trustee, for any series of Debt Securities. However, the Trustee must give the holders of Debt Securities notice of any default to the extent provided by the Trust Indenture Act. (Sections 512, 601 & 602 of the Senior Indenture & Sections 512, 601 & 602 of the Subordinated Indenture.)

The holder of any Debt Security will have an absolute and unconditional right to receive payment of the principal, any premium and, within certain limitations, any interest on that Debt Security on its maturity date or redemption date and to enforce those payments. (Section 508 of the Senior Indenture & Section 508 of the Subordinated Indenture.)

Satisfaction; Discharge

We may discharge all our obligations (except those described below) to holders of the Debt Securities issued under the Indentures, which Debt Securities have not already been delivered to the Trustee for cancellation and which either have become due and payable or are by their terms due and payable within one year, or are to be called for redemption within one year, by depositing with the Trustee an amount certified to be sufficient to pay when due the principal, interest and premium, if any, on all outstanding Debt Securities. However, certain of our obligations under the Indentures will survive, including with respect to the following:

• remaining rights to register the transfer, conversion, substitution or exchange of Debt Securities of the applicable series;

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• rights of holders to receive payments of principal of, and any interest on, the Debt Securities of the applicable series, and other rights, duties and obligations of the holders of Debt Securities with respect to any amounts deposited with the Trustee; and

• the rights, obligations and immunities of the Trustee under the Indentures. (Section 401 of Senior Indenture & Section 401 of Subordinated Indenture.)

Modification of Indentures; Waiver

Under the Indentures our rights and obligations and the rights of the holders may be modified with the consent of the holders of a majority in aggregate principal amount of the outstanding Debt Securities of each series affected by the modification. No modification of the principal or interest payment terms, and no modification reducing the percentage required for modifications, is effective against any holder without its consent. (Section 902 of the Senior Indenture & Section 902 of the Subordinated Indenture.) In addition, we may supplement the Indentures to create new series of Debt Securities and for certain other purposes, without the consent of any holders of Debt Securities. (Section 901 of the Senior Indenture & Section 902 of the Subordinated Indenture.)

The holders of a majority of the outstanding Debt Securities of all series under the applicable Indenture with respect to which a default has occurred and is continuing may waive a default for all those series, except a default in the payment of principal or interest, or any premium, on any Debt Securities or a default with respect to a covenant or provision which cannot be amended or modified without the consent of the holder of each outstanding Debt Security of the series affected. (Section 513 of the Senior Indenture & Section 513 of the Subordinated Indenture.)

In addition, under certain circumstances, the holders of a majority of the outstanding Junior Subordinated Notes of any series may waive in advance, for that series, our compliance with certain restrictive provisions of the Subordinated Indenture under which those Junior Subordinated Notes were issued. (Section 1008 of the Subordinated Indenture.)

Concerning the Trustee

JPMorgan Chase Bank is the Trustee under the Indentures and will also act as the Property Trustee and the Guarantee Trustee for the Trust. We and certain of our affiliates maintain deposit accounts and banking relationships with JPMorgan Chase Bank. JPMorgan Chase Bank also serves as trustee under other indentures under which we and certain of our affiliates have issued securities. JPMorgan Chase Bank’s affiliates have purchased, and are likely to purchase in the future, our securities and securities of our affiliates.

The Trustee will perform only those duties that are specifically described in the Indentures unless an event of default under an Indenture occurs and is continuing. The Trustee is under no obligation to exercise any of its powers under the Indentures at the request of any holder of Debt Securities unless that holder offers reasonable indemnity to the Trustee against the costs, expenses and liabilities which it might incur as a result. (Section 601 of the Senior Indenture & Section 601 of the Subordinated Indenture.)

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The Trustee administers its corporate trust business at 450 West 33rd Street, New York, New York 10001, Attention: Institutional Trust Services.

ADDITIONAL TERMS OF SENIOR DEBT SECURITIES

Repayment at the Option of the Holder; Repurchases by the Company

We must repay the Senior Debt Securities at the option of the Holders before the Stated Maturity Date only if specified in the applicable prospectus supplement. Unless otherwise provided in the prospectus supplement, the Senior Debt Securities subject to repayment at the option of the Holder will be subject to repayment:

• on the specified Repayment Dates; and

• at a repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued to the Repayment Date.

For any Senior Debt Security to be repaid, the Trustee must receive, at its office maintained for that purpose in the Borough of Manhattan, New York City not more than 60 nor less than 30 calendar days before the date of repayment:

• in the case of a certificated Senior Debt Security, the certificated Senior Debt Security and the form in the Senior Debt Security entitled Option of Holder to Elect Purchase duly completed; or

• in the case of a book-entry Senior Debt Security, instructions to that effect from the beneficial owner to the securities depositary and forwarded by the securities depositary. Exercise of the repayment option by the Holder will be irrevocable.

Only the securities depositary may exercise the repayment option in respect of beneficial interests in the book-entry Senior Debt Securities. Accordingly, beneficial owners that desire repayment in respect of all or any portion of their beneficial interests must instruct the participants through which they own their interests to direct the securities depositary to exercise the repayment option on their behalf. All instructions given to participants from beneficial owners relating to the option to elect repayment will be irrevocable. In addition, at the time the instructions are given, each beneficial owner will cause the participant through which it owns its interest to transfer its interest in the book-entry Senior Debt Securities or the global certificate representing the related book-entry Senior Debt Securities, on the securities depositary’s records, to the Trustee. See DESCRIPTION OF DEBT SECURITIES—Global Securities.

Defeasance

We will be discharged from our obligations on the Senior Debt Securities of any series at any time if we deposit with the Trustee sufficient cash or government securities to pay the principal, interest, any premium and any other sums due to the stated maturity date or a redemption date of the Senior Debt Securities of the series. If this happens, the holders of the Senior Debt Securities of the series will not be entitled to the benefits of the Senior Indenture except for registration of transfer and exchange of Senior Debt Securities and replacement of lost, stolen or mutilated Senior Debt Securities. (Sections 1302 and 1304 of the Senior Indenture.)

Under federal income tax law as of the date of this prospectus, a discharge may be

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treated as an exchange of the related Senior Debt Securities. Each holder might be required to recognize gain or loss equal to the difference between the holder’s cost or other tax basis for the Senior Debt Securities and the value of the holder’s interest in the defeasance trust. Holders might be required to include as income a different amount than would be includable without the discharge. We urge prospective investors to consult their own tax advisers as to the consequences of a discharge, including the applicability and effect of tax laws other than the federal income tax law.

ADDITIONAL TERMS OF JUNIOR SUBORDINATED NOTES

Additional Covenants Applicable to Junior Subordinated Notes

Under the Subordinated Indenture, we will:

• maintain 100% ownership of the Trust to which a series of the Junior Subordinated Notes have been issued while the series of the Junior Subordinated Notes remains outstanding; and

• pay to the Trust to which the Junior Subordinated Notes have been issued any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States or any other taxing authority on the Trust, so that the net amounts received and retained by the Trust (after paying any taxes, duties, assessments or other governmental charges) will be not less than the Trust would have received had no such taxes, duties, assessments or other governmental charges been imposed. (Sections 303 & 305 of the Subordinated Indenture.)

Option to Extend Interest Payment Period

We can defer interest payments by extending the interest payment period for the number of consecutive extension periods specified in the applicable prospectus supplement (each, an Extension Period). Other details regarding the Extension Period will also be specified in the applicable prospectus supplement. No Extension Period may extend beyond the maturity of the Junior Subordinated Notes. At the end of the Extension Period(s), we will pay all interest then accrued and unpaid, together with interest compounded quarterly at the coupon or interest rate for the Junior Subordinated Notes, to the extent permitted by applicable law. (Section 301 of the Subordinated Indenture.)

During any Extension Period, we will not make distributions related to our capital stock, including dividends, redemptions, repurchases, liquidation payments, or guarantee payments. Also we will not make any payments, redeem or repurchase any debt securities of equal or junior rank to the Junior Subordinated Notes or make any guarantee payments on any such debt securities. We may, however, make the following types of distributions:

• dividends paid in common stock;

• dividends in connection with the implementation of a shareholder rights plan;

• payments to a trust holding securities of the same series under a guarantee; or

• repurchases, redemptions or other acquisitions of shares of our capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants.

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Subordination

Each series of Junior Subordinated Notes will be subordinate and junior in right of payment, to the extent set forth in the Subordinated Indenture, to all Senior Indebtedness as defined below. If:

• we make a payment or distribution of any of our assets to creditors upon our dissolution, winding-up, liquidation or reorganization, whether in bankruptcy, insolvency or otherwise;

• a default beyond any grace period has occurred and is continuing with respect to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness; or

• the maturity of any Senior Indebtedness has been accelerated because of a default on that Senior Indebtedness,

then the holders of Senior Indebtedness generally will have the right to receive payment, in the case of the first instance, of all amounts due or to become due upon that Senior Indebtedness, and, in the case of the second and third instances, of all amounts due on that Senior Indebtedness, or we will make provision for those payments, before the holders of any Junior Subordinated Notes have the right to receive any payments of principal or interest on their Junior Subordinated Notes. (Sections 1301 and 1303 of the Subordinated Indenture.)

Senior Indebtedness means, with respect to any series of Junior Subordinated Notes, the principal, premium, interest and any other payment in respect of any of the following:

• all of our indebtedness for borrowed or purchased money that is evidenced by notes, debentures, bonds or other written instruments;

• our obligations for reimbursement under letters of credit, banker’s acceptances, security purchase facilities or similar facilities issued for our account;

• any of our other indebtedness or obligations with respect to commodity contracts, interest rate commodity and currency swap agreements and other similar agreements or arrangements; and

• all indebtedness of others of the kinds described in the preceding categories which we have assumed or guaranteed.

Senior Indebtedness will not include our obligations to trade creditors or indebtedness to our subsidiaries. (Section 101 of the Subordinated Indenture.)

Senior Indebtedness will be entitled to the benefits of the subordination provisions in the Subordinated Indenture irrespective of the amendment, modification or waiver of any term of the Senior Indebtedness. We may not amend the Subordinated Indenture to change the subordination of any outstanding Junior Subordinated Notes without the consent of each holder of Senior Indebtedness that the amendment would adversely affect. (Section 1308 of the Subordinated Indenture.)

The Subordinated Indenture does not limit the amount of Senior Indebtedness that we may issue.

DESCRIPTION OF TRUST PREFERRED SECURITIES

The following is a summary of the principal terms of the Trust Preferred Securities. The form of amended trust agreement is filed as an exhibit to the registration statement of which this prospectus forms a part. The terms of the

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Trust Preferred Securities will include those stated in the amended trust agreement and those made part of the amended trust agreement by the Trust Indenture Act.

General

The Trust will exist until terminated as provided in its amended trust agreement. Except under certain circumstances, we will be entitled to appoint, remove, or replace trustees, who will conduct the business and affairs of the Trust. The trustees of the Trust will consist of:

• two employees, officers or affiliates of the Company as Administrative Trustees;

• a financial institution unaffiliated with us that will act as a property trustee and as an indenture trustee for purposes of the Trust Indenture Act, under the terms set forth in a prospectus supplement (the Property Trustee); and

• one trustee with its principal place of business or who resides in the State of Delaware and who will act under the terms set forth in a prospectus supplement. (Sections 6.1 through 6.5 of the Amended Trust Agreement.)

The amended trust agreement will authorize the Administrative Trustees to issue, on behalf of the Trust, two classes of trust securities, Trust Preferred Securities and trust common securities, each of which will have the terms described in this prospectus and in the applicable prospectus supplement. We will own all of the trust common securities. The trust common securities will rank equally in right of payment, and payments will be made on the trust common securities, proportionately with the Trust Preferred Securities. However, if an event of default occurs and is continuing under the amended trust agreement, the rights of the holders of the trust common securities to payment for distributions and payments upon liquidation, redemption and otherwise, will be subordinated to the rights of the holders of the Trust Preferred Securities. We will acquire, directly or indirectly, trust common securities in a total liquidation amount of approximately 3% of the total capital of the Trust. (Sections 3.6, 5.1, 5.2 and 7.1 of the Amended Trust Agreement.)

The proceeds from the sale of the Trust Preferred Securities will be used by the Trust to purchase a series of our Junior Subordinated Notes. These Junior Subordinated Notes will be held in trust by the Property Trustee for the benefit of the holders of the trust securities. We will guarantee the payments of distributions and payments on redemption or liquidation with respect to the Trust Preferred Securities, but only to the extent the Trust has funds available to make those payments and has not made the payments. See DESCRIPTION OF GUARANTEE.

The assets of the Trust available for distribution to the holders of Trust Preferred Securities will be limited to payments from us under the Junior Subordinated Notes held by the Trust. If we fail to make a payment on the Junior Subordinated Notes, the Trust will not have sufficient funds to make related payments, including distributions, on its Trust Preferred Securities.

The Guarantee, when taken together with our obligations under the Junior Subordinated Notes, the Subordinated Indenture and the amended trust agreement, will provide a full and unconditional guarantee of amounts due on the Trust Preferred Securities issued by the Trust. Dominion, our parent company, is not guaranteeing any of the obligations of the Trust.

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The Trust Preferred Securities will have the terms, including distributions, redemption, voting, liquidation rights and other preferred, deferred or other special rights or restrictions that will be described in the amended trust agreement or made part of the amended trust agreement by the Trust Indenture Act or the Delaware Business Trust Act. The terms of the Trust Preferred Securities will mirror the terms of the Junior Subordinated Notes held by the Trust. In other words, the distribution rate and the distribution payment dates and other payment dates for the Trust Preferred Securities will correspond to the interest rate and interest payment dates and other payment dates on the Junior Subordinated Notes held by the Trust. Holders of Trust Preferred Securities have no preemptive or similar rights. (Section 7.1 of the Amended Trust Agreement.)

Provisions of a Particular Series

The Trust may issue only one series of Trust Preferred Securities. A prospectus supplement will set forth the principal terms of the Trust Preferred Securities that will be offered, including:

• the name of the Trust Preferred Securities;

• the liquidation amount and number of Trust Preferred Securities issued;

• the annual distribution rate(s) or method of determining such rate(s), the payment date(s) and the record dates used to determine the holders who are to receive distributions;

• the date from which distributions will be cumulative;

• the optional redemption provisions, if any, including the prices, time periods and other terms and conditions on which

the Trust Preferred Securities will be purchased or redeemed, in whole or in part;

• the terms and conditions, if any, upon which the Junior Subordinated Notes and the related Guarantee may be distributed to holders of those Trust Preferred Securities;

• any securities exchange on which the Trust Preferred Securities will be listed;

• whether the Trust Preferred Securities are to be issued in book-entry form and represented by one or more global certificates, and if so, the depository for those global certificates and the specific terms of the depositary arrangements; and

• any other relevant rights, preferences, privileges, limitations or restrictions of the Trust Preferred Securities. (Article 7 of the Amended Trust Agreement.)

The interest rate and interest and other payment dates of Junior Subordinated Notes issued to the Trust will correspond to the rate at which distributions will be paid and the distribution and other payment dates of the Trust Preferred Securities of the Trust.

Extensions

We have the right under the Subordinated Indenture to defer payments of interest on the Junior Subordinated Notes by extending the interest payment period from time to time on the Junior Subordinated Notes. The Administrative Trustees will give the holders of the Trust Preferred Securities notice of any Extension Period upon their receipt of notice from us. If distributions are deferred, the deferred distributions and accrued interest will be paid to holders of record of the Trust Preferred Securities as they appear on the books and records of the

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Trust on the record date next following the termination of such deferral period. See ADDITIONAL TERMS OF JUNIOR SUBORDINATED NOTES—Option to Extend Interest Payment Period.

Distributions

Distributions on the Trust Preferred Securities will be made on the dates payable to the extent that the Trust has funds available for the payment of distributions in the Property Account. The Trust’s funds available for distribution to the holders of the trust securities will be limited to payments received from us on the applicable Junior Subordinated Notes. We have guaranteed the payment of distributions out of monies held by the Trust to the extent set forth under DESCRIPTION OF GUARANTEE.

Distributions on the Trust Preferred Securities will be payable to the holders named on the securities register of the Trust at the close of business on the relevant record dates, which, as long as the Trust Preferred Securities remain in book-entry only form, will be one business day before the relevant payment dates. Distributions will be paid through the Property Trustee who will hold amounts received in respect of the Junior Subordinated Notes in the Property Account for the benefit of the holders of the trust securities. If the Trust Preferred Securities do not continue to remain in book-entry only form, the relevant record dates will conform to the rules of any securities exchange on which the Trust Preferred Securities are listed and, if none, the Administrative Trustees will have the right to select relevant record dates, which will be more than 14 days but less than 60 days before the relevant payment dates. If any date on which distributions are to be made on the Trust Preferred Securities is not a business day, then payment of the distributions payable on that date will be made on the next succeeding day which is a business day and without any interest or other payment in respect of that delay, except that, if that business day is in the next succeeding calendar year, the payment will be made on the immediately preceding business day, in each case with the same force and effect as if made on the record date. (Section 7.2 of the Amended Trust Agreement.)

Mandatory Redemption of Trust Preferred Securities

The Trust Preferred Securities have no stated maturity date, but will be redeemed upon the maturity of the Junior Subordinated Notes or to the extent the Junior Subordinated Notes are redeemed before maturity. The Junior Subordinated Notes will mature on the date specified in the prospectus supplement and may be redeemed at any time, in whole but not in part, in certain circumstances upon the occurrence of a Tax Event or an Investment Company Event as described under “—Special Event Redemption.”

Upon the maturity of the Junior Subordinated Notes, the proceeds of their repayment will simultaneously be applied to redeem all the outstanding trust securities at the Redemption Price. Upon the redemption of the Junior Subordinated Notes, either at our option or as a result of a Tax Event or an Investment Company Event, the proceeds from the redemption will simultaneously be applied to redeem trust securities having a total liquidation amount equal to the total principal amount of the Junior Subordinated Notes so redeemed at the redemption price; provided, that holders of trust securities will

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be given not less than 30 nor more than 60 days’ notice of the redemption. If fewer than all of the outstanding trust securities are to be redeemed, the trust securities will be redeemed proportionately. (Section 7.3 of the Amended Trust Agreement.)

Special Event Redemption

Both a Tax Event and an Investment Company Act Event constitute Special Events for purposes of the redemption provisions described in the preceding paragraph.

A Tax Event means that the Administrative Trustees have received an opinion of independent tax counsel experienced in those matters to the effect that, as a result of any amendment to, change or announced proposed change in:

• the laws or regulations of the United States or any of its political subdivisions or taxing authorities, or

• any official administrative pronouncement, action or judicial decision interpreting or applying those laws or regulations,

which amendment or change becomes effective or proposed change, pronouncement, action or decision is announced on or after the date the Trust Preferred Securities are issued and sold, there is more than an insubstantial risk that:

• the Trust is or within 90 days would be subject to U.S. federal income tax with respect to income accrued or received on the Junior Subordinated Notes;

• interest payable to the Trust on the Junior Subordinated Notes is not or within 90 days would not be deductible, in whole or in part, by us for U.S. federal income tax purposes; or

• the Trust is or within 90 days would be subject to a material amount of other taxes, duties or other governmental charges.

Investment Company Event means that the Administrative Trustees have received an opinion of a nationally recognized independent counsel to the effect that, as a result of an amendment to or change in the Investment Company Act or regulations thereunder on or after the date the Trust Preferred Securities are issued and sold, there is more than an insubstantial risk that the Trust is or will be considered an investment company and be required to be registered under the Investment Company Act. (Section 1.1 of the Amended Trust Agreement.)

Redemption Procedures

The Trust may not redeem fewer than all the outstanding trust securities unless all accrued and unpaid distributions have been paid on all trust securities for all distribution periods terminating on or before the date of redemption. If fewer than all of the outstanding trust securities are to be redeemed, the trust securities will be redeemed proportionately.

If the Trust gives a notice of redemption in respect of the trust securities it will be irrevocable and, if we have paid to the Property Trustee a sufficient amount of cash in connection with the related redemption or maturity of the Junior Subordinated Debentures, then, by 12:00 noon New York City time on the redemption date, the Property Trustee will irrevocably deposit with the depositary funds sufficient to pay the redemption price and will give the depositary irrevocable instructions and authority to pay the redemption price to the

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holders of the Trust Preferred Securities, and the paying agent will pay the redemption price to the holders of the trust common securities. If notice of redemption has been given and funds deposited as required, then, immediately before the close of business on the date of the deposit, distributions will cease to accrue and all rights of holders of Trust Preferred Securities called for redemption will cease, except the right of the holders of the Trust Preferred Securities to receive the redemption price but without interest on the redemption price. If any date fixed for redemption of Trust Preferred Securities is not a business day, then payment of the redemption price payable on that date will be made on the next succeeding day that is a business day, without any interest or other payment in respect of any such delay, except that, if that business day falls in the next calendar year, payment will be made on the immediately preceding business day. If payment of the redemption price in respect of Trust Preferred Securities is improperly withheld or refused and not paid either by the Trust or by us under the Guarantee, distributions on the Trust Preferred Securities will continue to accrue at the then applicable rate from the original redemption date to the date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the redemption price.

Subject to the foregoing and applicable law, including, without limitation, U.S. federal securities laws, we or our subsidiaries may at any time, and from time to time, purchase outstanding Trust Preferred Securities by tender, in the open market or by private agreement. (Section 7.4 of the Amended Trust Agreement.)

Distribution of the Junior Subordinated Notes

We will have the right at any time to dissolve the Trust and, after satisfaction of the liabilities of creditors of the Trust as provided by applicable law, to cause Junior Subordinated Notes to be distributed to the holders of the Trust Preferred Securities in a total stated principal amount equal to the total stated liquidation amount of the Trust Preferred Securities then outstanding. Before any such dissolution, we will obtain any required regulatory approvals. The right to dissolve the Trust and distribute the Junior Subordinated Notes will be conditioned on our receipt of an opinion rendered by an independent tax counsel that the distribution would not result in the recognition of gain or loss for federal income tax purposes by the holders. (Section 8.1 of the Amended Trust Agreement.)

Liquidation Distribution Upon Dissolution

The amended trust agreement will state that the Trust will be dissolved:

• upon our bankruptcy;

• upon the filing of a certificate of dissolution or its equivalent with respect to us;

• upon the filing of a certificate of cancellation with respect to the Trust after obtaining the consent of at least a majority in liquidation amount of the Trust Preferred Securities, voting together as a single class;

• 90 days after the revocation of our charter, but only if the charter is not reinstated during that 90-day period;

• upon the distribution of the related Junior Subordinated Notes directly to the holders of the trust securities;

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• upon the redemption of all of the trust securities; or

• upon entry of a court order for the dissolution of us or the Trust. (Section 8.1 of the Amended Trust Agreement.)

Upon a dissolution, after the Trust pays all amounts owed to creditors, the holders of the Trust Preferred Securities will be entitled to receive:

• cash equal to the total liquidation amount of the Trust Preferred Securities specified in an accompanying prospectus supplement, plus accumulated and unpaid distributions to the date of payment, or

• Junior Subordinated Notes in a total principal amount equal to the total liquidation amount of the Trust Preferred Securities.

If the Trust cannot pay the full amount due on its trust securities because insufficient assets are available for payment, then the amounts payable by the Trust on its trust securities will be paid proportionately. However, if an event of default under the amended trust agreement occurs, the total amounts due on the Trust Preferred Securities will be paid before any distribution on the trust common securities. Under certain circumstances involving the dissolution of the Trust, subject to obtaining any required regulatory approval, Junior Subordinated Notes will be distributed to the holders of the trust securities in liquidation of the Trust. (Section 8.2 of the Amended Trust Agreement.)

Trust Enforcement Events

An event of default under the Subordinated Indenture relating to the Junior Subordinated Notes held by the Trust will be an event of default under the amended trust agreement (a Trust Enforcement Event). See DESCRIPTION OF DEBT SECURITIES —Events of Default.

In addition, the voluntary or involuntary dissolution, winding up or termination of the Trust is also a Trust Enforcement Event, except in connection with:

• the distribution of the Junior Subordinated Notes to holders of the trust securities of the Trust;

• the redemption of all of the trust securities of the Trust; or

• mergers, consolidations or amalgamations permitted by the amended trust agreement of the Trust.

Under the amended trust agreement, the holder of the trust common securities will be deemed to have waived any Trust Enforcement Event with respect to the trust common securities until all Trust Enforcement Events with respect to the Trust Preferred Securities have been cured, waived or otherwise eliminated. Until all Trust Enforcement Events with respect to the Trust Preferred Securities have been so cured, waived, or otherwise eliminated, the Property Trustee will be deemed to be acting solely on behalf of the holders of the Trust Preferred Securities and only the holders of the Trust Preferred Securities will have the right to direct the Property Trustee with respect to certain matters under the amended trust agreement and the Subordinated Indenture. If any Trust Enforcement Event with respect to the Trust Preferred Securities is waived by the holders of the Trust Preferred Securities as provided in the amended trust agreement, under the amended trust agreement the holders of trust common securities have agreed that the waiver also constitutes a waiver of the Trust

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Enforcement Event with respect to the trust common securities for all purposes under the amended trust agreement without any further act, vote or consent of the holders of trust common securities. (Section 2.6 of the Amended Trust Agreement.)

We and the Administrative Trustees must file annually with the Property Trustee a certificate evidencing compliance with all the applicable conditions and covenants under the amended trust agreement. (Section 2.4 of the Amended Trust Agreement.)

Upon the occurrence of a Trust Enforcement Event, the Property Trustee, as the sole holder of the Junior Subordinated Notes issued to the Trust, will have the right under the Subordinated Indenture to declare the principal of, interest and premium, if any, on the Junior Subordinated Notes held by the Trust to be immediately due and payable.

If the Property Trustee fails to enforce its rights under the amended trust agreement or the Subordinated Indenture to the fullest extent permitted by law and subject to the terms of the amended trust agreement and the Subordinated Indenture, any holder of Trust Preferred Securities may sue us, or seek other remedies, to enforce the Property Trustee’s rights under the amended trust agreement or the Subordinated Indenture without first instituting a legal proceeding against the Property Trustee or any other person. If a Trust Enforcement Event occurs and is continuing as a result of our failure to pay principal of or interest or premium, if any, on the Junior Subordinated Notes held by the Trust when payable, then a holder of the Trust Preferred Securities may directly sue us or seek other remedies, to collect its proportionate share of payments owned. See RELATIONSHIP AMONG THE TRUST PREFERRED SECURITIES, THE GUARANTEE AND THE JUNIOR SUBORDINATED NOTES HELD BY THE TRUST.

Removal and Replacement of Trustees

Only the holders of trust common securities have the right to remove or replace the trustees of the Trust, except that while an event of default in respect of the Junior Subordinated Notes has occurred or is continuing, the holders of a majority of the Trust Preferred Securities will have this right. The resignation or removal of any trustee and the appointment of a successor trustee will be effective only on the acceptance of appointment by the successor trustee in accordance with the provisions of the amended trust agreement. (Section 6.6 of the Amended Trust Agreement.)

Mergers, Consolidations or Amalgamations of the Trust

The Trust may not consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other corporation or other body (each, a Merger Event), except as described below. The Trust may, with the consent of a majority of its Administrative Trustees and without the consent of the holders of its trust securities, consolidate, amalgamate, merge with or into, or be replaced by another trust, provided that the following conditions are met:

• the successor entity either:

• assumes all of the obligations of the Trust relating to its trust securities, or

• substitutes other securities for the trust securities that are substantially similar to the trust securities, so long as the

25

successor securities rank the same as the trust securities for distributions and payments upon liquidation, redemption and otherwise;

• we acknowledge a trustee of the successor entity who has the same powers and duties as the Property Trustee of the Trust, as the holder of the Junior Subordinated Notes;

• the Trust Preferred Securities are listed, or any successor securities will be listed, upon notice of issuance, on the same securities exchange or other organization that the Trust Preferred Securities are then listed;

• the Merger Event does not cause the Trust Preferred Securities or successor securities to be downgraded by any nationally recognized rating agency;

• the Merger Event does not adversely affect the rights, preferences and privileges of the holders of the trust securities or successor securities in any material way, other than with respect to any dilution of the holders’ interest in the new entity;

• the successor entity has a purpose identical to that of the Trust;

• before the Merger Event, we have received an opinion of counsel from a nationally recognized law firm stating that:

• the Merger Event does not adversely affect the rights of the holders of the Trust Preferred Securities or any successor securities in any material way, other than with respect to any dilution of the holders’ interest in the new entity, and

• following the Merger Event, neither the Trust nor the successor entity will be required to register as an investment company under the Investment Company Act; and

• we guarantee the obligations of the successor entity under the successor securities in the same manner as in the Guarantee.

In addition, unless all of the holders of the Trust Preferred Securities and trust common securities approve otherwise, the Trust will not consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if, in the opinion of a nationally recognized tax counsel experienced in such matters, the transaction would cause the Trust or the successor entity to be classified other than as a grantor trust for U.S. federal income tax purposes. (Section 3.15 of the Amended Trust Agreements.)

Voting Rights; Amendment of Trust Agreement

The holders of Trust Preferred Securities have no voting rights except as discussed under “—Mergers, Consolidations or Amalgamations of the Trust” and “DESCRIPTION OF GUARANTEE—Amendments”, and as otherwise required by law and the amended trust agreement.

The amended trust agreement may be amended if approved by a majority of the Administrative Trustees of the Trust. However, if any proposed amendment provides for, or the Administrative Trustees otherwise propose to effect,

• any action that would adversely affect the powers, preferences or special rights of

26

the trust securities, whether by way of amendment to the amended trust agreement or otherwise, or

• the dissolution, winding-up or termination of the Trust other than under the terms of the amended trust agreement,

then the holders of the Trust Preferred Securities as a single class will be entitled to vote on the amendment or proposal. In that case, the amendment or proposal will only be effective if approved by at least a majority in liquidation amount of the Trust Preferred Securities affected by the amendment or proposal.

No amendment may be made to the amended trust agreement if that amendment would:

• cause the Trust to be characterized as other than a grantor trust for U.S. federal income tax purposes;

• reduce or otherwise adversely affect the powers of the Property Trustee; or

• cause the Trust to be deemed to be an investment company which is required to be registered under the Investment Company Act. (Section 11.1 of the Amended Trust Agreement.)

The holders of a majority of the total liquidation amount of the Trust Preferred Securities have the right to:

• direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee; or

• direct the exercise of any trust or power conferred upon the Property Trustee under the amended trust agreement, including the right to direct the Property Trustee, as the holder of the Junior

Subordinated Notes, to:

• exercise the remedies available under the Subordinated Indenture with respect to the Junior Subordinated Notes,

• waive any event of default under the Subordinated Indenture that is waivable, or

• cancel an acceleration of the principal of the Junior Subordinated Debentures.

In addition, before taking any of the foregoing actions, the Property Trustee must obtain an opinion of counsel stating that, as a result of that action, the Trust will continue to be classified as a grantor trust for U.S. federal income tax purposes. (Section 7.5 of the Amended Trust Agreement.)

As described in the form of amended trust agreement, the Property Trustee may hold a meeting to have holders of Trust Preferred Securities vote on a change or have them approve a change by written consent.

If a vote by the holders of Trust Preferred Securities is taken or a consent is obtained, any Trust Preferred Securities owned by us or any of our affiliates will, for purposes of the vote or consent, be treated as if they were not outstanding, which will have the following consequences:

• we and any of our affiliates will not be able to vote on or consent to matters requiring the vote or consent of holders of Trust Preferred Securities; and

• any Trust Preferred Securities owned by us or any of our affiliates will not be counted in determining whether the required percentage of votes or consents has been obtained. (Section 7.5 of the Amended Trust Agreement.)

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Information Concerning the Property Trustee

For matters relating to compliance with the Trust Indenture Act, the Property Trustee will have all of the duties and responsibilities of an indenture trustee under the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of a Trust Enforcement Event, undertakes to perform only the duties that are specifically described in the amended trust agreement and, upon a Trust Enforcement Event, must use the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the Property Trustee is under no obligation to exercise any of the powers given it by the applicable amended trust agreement at the request of any holder of Trust Preferred Securities unless it is offered reasonable security or indemnity against the costs, expenses and liabilities that it might incur. However, the holders of the Trust Preferred Securities will not be required to offer such an indemnity where the holders, by exercising their voting rights, direct the Property Trustee to take any action following a Trust Enforcement Event. (Section 3.9 of the Amended Trust Agreement.)

Information Concerning the Delaware Trustee

Chase Manhattan Bank USA, National Association, will serve as trustee of the Trust in the State of Delaware for the purpose of complying with the provisions of the Delaware Business Trust Act. It is an affiliate of JPMorgan Chase Bank which serves as Property Trustee and in the other capacities described above under “Information Concerning the Property Trustee.”

Information Concerning the Administrative Trustees

The Administrative Trustees are authorized and directed to conduct the affairs of and to operate the Trust in a way that:

• will not cause it to be deemed to be an investment company required to be registered under the Investment Company Act;

• will cause it to be classified as a grantor trust for U.S. federal income tax purposes; and

• will cause the Junior Subordinated Debentures it holds to be treated as our indebtedness for U.S. federal income tax purposes.

We and the Administrative Trustees are authorized to take any action, so long as it is consistent with applicable law or the certificate of trust or amended trust agreement, that we and the Administrative Trustees determine to be necessary or desirable for those purposes. (Section 3.6 of the Amended Trust Agreement.)

DESCRIPTION OF GUARANTEE

We will execute the Guarantee from time to time for the benefit of the holders of the Trust Preferred Securities. Dominion, our parent company, is not guaranteeing any of the obligations of the Trust.

JPMorgan Chase Bank will act as Guarantee Trustee under the Guarantee. The Guarantee Trustee will hold the Guarantee for the benefit of the holders of the Trust Preferred Securities.

The following description of the Guarantee is only a summary. The form of the Guarantee is an exhibit to the registration statement.

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General

We will irrevocably and unconditionally agree under the Guarantee to pay the Guarantee Payments, to the extent specified in the Guarantee, to the holders of the Trust Preferred Securities, but only to the extent that the Guarantee Payments are not paid by or on behalf of the Trust. We are required to pay the Guarantee Payments to the extent specified in the Guarantee regardless of any defense, right of set-off or counterclaim that we may have or may assert against any person. (Section 5.1 of the Guarantee.)

The following payments and distributions on the Trust Preferred Securities are Guarantee Payments:

• any accrued and unpaid distributions required to be paid on the Trust Preferred Securities of the Trust, but only to the extent that the Trust has funds legally and immediately available for those distributions;

• the redemption price for any Trust Preferred Securities that the Trust calls for redemption, including all accrued and unpaid distributions to the redemption date, but only to the extent that the Trust has funds legally and immediately available for the payment; and

• upon a dissolution, winding-up or termination of the Trust, other than in connection with the distribution of Junior Subordinated Notes to the holders of Trust Securities of the Trust or the redemption of all the Trust Preferred Securities of the Trust, the lesser of:

• the sum of the liquidation amount and all accrued and unpaid distributions on the Trust Preferred Securities of the Trust to the payment date, to the extent that the Trust has funds legally and immediately available for the payment; and

• the amount of assets of the Trust remaining available for distribution to holders of the Trust Preferred Securities of the Trust in liquidation of the Trust. (Section 1.1 of the Guarantee.)

We may satisfy our obligation to make a Guarantee Payment by making that payment directly to the holders of the Trust Preferred Securities or by causing the Trust to make the payment to those holders. (Section 5.1 of the Guarantee.)

The Guarantee will be a full and unconditional guarantee, subject to certain subordination provisions, of the Guarantee Payments with respect to the Trust Preferred Securities from the time of issuance of the Trust Preferred Securities, except that the Guarantee will only apply to the payment of distributions and other payments on the Trust Preferred Securities when the Trust has sufficient funds legally and immediately available to make those distributions or other payments.

If we do not make the required payments on the Junior Subordinated Notes that the Property Trustee holds under the Trust, the Trust will not make the related payments on the Trust Preferred Securities.

Subordination

Our obligations under the Guarantee will be unsecured obligations of the Company. Those obligations will rank:

• subordinate and junior in right of payment to all of our other liabilities, other than obligations or liabilities that rank equal in priority or subordinate by their terms;

29

• equal in priority with the Junior Subordinated Notes that we may issue and similar guarantees; and

• senior to our common stock. (Section 6.2 of the Guarantee.)

We currently have $139 million in outstanding Junior Subordinated Notes that will rank equal in priority with the Guarantee.

The Guarantee will be a guarantee of payment and not of collection. This means that the guaranteed party may institute a legal proceeding directly against us, as guarantor, to enforce its rights under the Guarantee without first instituting a legal proceeding against any other person or entity. (Section 5.4 of the Guarantee.)

The terms of the Trust Preferred Securities will provide that each holder of the Trust Preferred Securities, by accepting those Trust Preferred Securities, agrees to the subordination provisions and other terms of the Guarantee.

Amendments

We may amend the Guarantee without the consent of any holder of the Trust Preferred Securities if the amendment does not materially and adversely affect the rights of those holders. We may otherwise amend the Guarantee with the approval of the holders of at least 50% of the outstanding Trust Preferred Securities to which the Guarantee relates. (Section 9.2 of the Guarantee.)

Termination

The Guarantee will terminate and be of no further effect when:

• the redemption price of the Trust Preferred Securities to which the Guarantee relates is fully paid;

• we distribute the related Junior Subordinated Notes to the holders of the Trust Preferred Securities; or

• the amounts payable upon liquidation of the Trust are fully paid. (Section 7.1 of the Guarantee.)

The Guarantee will remain in effect or will be reinstated if at any time any holder of the Trust Preferred Securities must restore payment of any sums paid to that holder with respect to the Trust Preferred Securities or under the Guarantee.

Material Covenants

We will covenant that, so long as any Trust Preferred Securities remain outstanding, if there is an event of default under the Guarantee or the amended trust agreement:

• we will not make distributions related to our debt securities that rank equally with or junior to the Junior Subordinated Notes, including any payment of interest, principal or premium, or repayments, repurchases or redemptions; and

• we will not make distributions related to our capital stock, including dividends, redemptions, repurchases, liquidation payments, or guarantee payments.

We may, however, make the following types of distributions:

• dividends paid in common stock;

• dividends in connection with the implementation of a shareholder rights plan;

• payments to a trust holding securities of the same series under a guarantee; and

• repurchases, redemptions or other acquisitions of shares of our capital stock

30

in connection with any benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants. (Section 6.1 of the Guarantee.)

Events of Default

An event of default will occur under the Guarantee if we fail to perform any of our payment obligations under the Guarantee. The holders of a majority of the Trust Preferred Securities of any series may waive any such event of default and its consequences on behalf of all of the holders of the Trust Preferred Securities of that series. (Section 2.6 of the Guarantee.) The Guarantee Trustee is entitled to enforce the Guarantee for the benefit of the holders of the Trust Preferred Securities of a series if an event of default occurs under the Guarantee. (Section 3.1 of the Guarantee.)

The holders of a majority of the Trust Preferred Securities to which the Guarantee relates have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee with respect to that Guarantee or to direct the exercise of any trust or power that the Guarantee Trustee holds under the Guarantee. Any holder of the Trust Preferred Securities may institute a legal proceeding directly against us to enforce that holder’s rights under the Guarantee without first instituting a legal proceeding against the Guarantee Trustee or any other person or entity. (Section 5.4 of the Guarantee.)

Concerning the Guarantee Trustee

JPMorgan Chase Bank is the Guarantee Trustee. It is also the Property Trustee, the Subordinated Indenture Trustee and the Senior Indenture Trustee. We and certain of our affiliates maintain deposit accounts and banking relationships with JPMorgan Chase Bank. JPMorgan Chase Bank also serves as trustee under other indentures under which securities of ours and certain of our affiliates are outstanding and its affiliates have purchased, and are likely to purchase in the future, our securities and securities of our affiliates.

The Guarantee Trustee will perform only those duties that are specifically set forth in the Guarantee unless an event of default under the Guarantee occurs and is continuing. In case an event of default occurs and is continuing, the Guarantee Trustee will exercise the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs. (Section 3.1 of the Guarantee.) Subject to those provisions, the Guarantee Trustee is under no obligation to exercise any of its powers under the Guarantee at the request of any holder of the Trust Preferred Securities unless that holder offers reasonable indemnity to the Guarantee Trustee against the costs, expenses and liabilities which it might incur as a result. (Section 3.2 of the Guarantee.)

AGREEMENT AS TO EXPENSES AND LIABILITIES

We will enter into an Agreement as to Expenses and Liabilities under the Trust Agreement. The Agreement as to Expenses and Liabilities will provide that we will, with certain exceptions, irrevocably and unconditionally guarantee the full payment of any indebtedness, expenses or liabilities of the Trust to each person or entity to whom the Trust becomes indebted or liable. The exceptions are the obligations of the Trust to pay amounts due to the holders of the Trust Preferred Securities.

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RELATIONSHIP AMONG THE TRUST PREFERRED SECURITIES, THE GUARANTEE AND THE JUNIOR SUBORDINATED NOTES HELD BY THE TRUST

We will guarantee payments of distributions and redemption and liquidation payments due on the Trust Preferred Securities, to the extent the Trust has funds available for the payments, to the extent described under DESCRIPTION OF GUARANTEE. No single document executed by us in connection with the issuance of the Trust Preferred Securities will provide for our full, irrevocable and unconditional guarantee of the Trust

Preferred Securities. It is only the combined operation of our obligations under the Guarantee, the amended trust agreement and the Subordinated Indenture that has the effect of providing a full, irrevocable and unconditional guarantee of the Trust’s obligations under the Trust Preferred Securities.

As long as we make payments of interest and other payments when due on the Junior Subordinated Notes held by the Trust, those payments will be sufficient to cover the payment of distributions and redemption and liquidation payments due on the Trust Preferred Securities issued by the Trust, primarily because:

• the total principal amount of the Junior Subordinated Notes will be equal to the sum of the total liquidation amount of the trust securities;

• the interest rate and interest and other payment dates on the Junior Subordinated Notes will match the distribution rate and distribution and other payment dates for the Trust Preferred Securities;

• we will pay for any and all costs, expenses and liabilities of the Trust except its obligations under the Trust Preferred Securities; and

• the amended trust agreement will provide that the Trust will not engage in any activity that is not consistent with the limited purposes of the Trust.

If and to the extent that we do not make payments on the Junior Subordinated Notes, the Trust will not have funds available to make payments of distributions or other amounts due on its Trust Preferred Securities. In those circumstances, you will not be able to rely upon the Guarantee for payment of these amounts. Instead, you may directly sue us or seek other remedies to collect your proportionate share of payments owed. If you sue us to collect payment, then we will assume your rights as a holder of Trust Preferred Securities under the amended trust agreement to the extent we make a payment to you in any such legal action.

ACCOUNTING TREATMENT

The Trust will be treated as a subsidiary of ours for financial reporting purposes. Accordingly, our consolidated financial statements will include the accounts of the Trust. The Trust Preferred Securities, along with other trust preferred securities that we guarantee on an equivalent basis, will be presented as a separate line item in our consolidated balance sheets, and appropriate disclosures about the Trust Preferred Securities, the Guarantee and the Junior Subordinated Notes will be included in the notes to the consolidated financial statements. We will record distributions that the Trust pays on the Trust Preferred Securities as an expense included in our consolidated statements of income.

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DESCRIPTION OF PREFERRED STOCK

The following description of the terms of the Preferred Stock sets forth certain general terms and provisions of our authorized Preferred Stock. If we offer Preferred Stock, the specific designations and rights will be described in the prospectus supplement and a description will be filed with the SEC.

Our Board of Directors can, without approval of shareholders, issue one or more series of Preferred Stock. The Board can also determine the number of shares of each series and the rights, preferences and limitations of each series including the dividend rights, voting rights, conversion rights, redemption rights and any liquidation preferences of any wholly unissued series of Preferred Stock, the number of shares constituting each series and the terms and conditions of issues.

The Preferred Stock will, when issued, be fully paid and non-assessable. Unless otherwise specified in the applicable prospectus supplement, the Preferred Stock will rank on a parity in all respects with any outstanding Preferred Stock we may have and will have priority over our common stock as to dividends and distributions of assets. Therefore, the rights of any Preferred Stock that may subsequently be issued may limit the rights of the holders of our common stock and Preferred Stock.

The transfer agent, registrar, and dividend disbursement agent for a series of Preferred Stock will be named in a prospectus supplement. The registrar for shares of Preferred Stock will send notices to shareholders of any meetings at which holders of the Preferred Stock have the right to elect directors or to vote on any other matter.

PLAN OF DISTRIBUTION

We may sell the offered securities (a) through agents; (b) through underwriters or dealers; or (c) directly to one or more purchasers.

By Agents

Offered securities may be sold through agents that we designate. The agents agree to use their reasonable best efforts to solicit purchases for the period of their appointment.

By Underwriters

If underwriters are used in the sale, the offered securities will be acquired by the underwriters for their own account. The underwriters may resell the securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to certain conditions. The underwriters will be obligated to purchase all the securities of the series offered if any of the securities are purchased. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.

Direct Sales

We may also sell offered securities directly. In this case, no underwriters or agents would be involved.

General Information

Underwriters, dealers and agents that participate in the distribution of the offered securities may be underwriters as defined in the Securities Act of 1933, and any discounts or commissions received by them

33

from us and any profit on the resale of the offered securities by them may be treated as underwriting discounts and commissions under the Act. Any underwriters or agents will be identified and their compensation described in a prospectus supplement.

We may have agreements with the underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Act, or to contribute with respect to payments which the underwriters, dealers or agents may be required to make.

Underwriters, dealers and agents may engage in transactions with, or perform services for, us or our subsidiaries in the ordinary course of their businesses.

LEGAL OPINIONS

McGuireWoods LLP, counsel to the Company, will issue an opinion about the legality of the offered securities for us. As of June 30, 2002, partners of McGuireWoods LLP owned less than one percent of the common stock of Dominion, our parent company. Certain matters relating to the formation of the Trust and the issuance of the Trust Preferred Securities under Delaware law and the Trust Agreement will be passed upon by Richards, Layton & Finger P.A., special Delaware counsel to the Trust and the Company. Any underwriters will be advised about other issues relating to any offering by their own legal counsel.

Legal conclusions relating to the Company’s franchises and title to its properties in the Company’s Annual Report on Form 10-K and legal conclusions under DESCRIPTION OF MORTGAGE BONDS, DESCRIPTION OF DEBT SECURITIES, ADDITIONAL TERMS of SENIOR DEBT SECURITIES and ADDITIONAL TERMS OF JUNIOR SUBORDINATED NOTES, including limitations upon the Company’s issuance of Bonds, have been reviewed by McGuireWoods LLP, Richmond, Virginia, except that, with respect to the Bonds, insofar as matters relating to title to properties are governed by the laws of West Virginia, they have been reviewed by Jackson & Kelly PLLC, Charleston, West Virginia. The statements are included on the authority of such firms, respectively, as experts.

EXPERTS

The financial statements and the related financial statement schedule incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2001 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports, which are incorporated herein by reference (which reports express an unqualified opinion and include an explanatory paragraph that describes a change in the method of accounting used to develop the market-related value of pension plan assets, discussed in Note 3 to the consolidated financial statements, and the adoption of Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended, discussed in Note 9 to the consolidated financial statements) and have been so incorporated by reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

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The information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and has not been declared 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.

Filed Pursuant to Rule 424(b)(5)

PROSPECTUS SUPPLEMENT

Subject to Completion Dated July         , 2002

U.S. $2,000,000,000

[LOGO OF DOMINION]

Virginia Electric and Power Company

Medium-Term Notes, Series H

We plan to use this prospectus to offer medium-term notes from time to time. We will provide final terms for each Note in a pricing supplement. The following terms may apply to the Notes:

Ÿ Maturities of 9 months or more from date of issue Ÿ Redemption and/or repayment provisions, that may be mandatory or at our option or the noteholders’ option Ÿ Payments in U.S. dollars or one or more foreign currencies Ÿ Minimum denominations of $25 or $1,000 in U.S. dollars or equivalent amounts in foreign currencies Ÿ Interest at fixed or floating rates. The floating interest rate may be based on one or more of the following indices: Ÿ CD rate                               Ÿ    Prime rate Ÿ LIBOR                                Ÿ    Treasury rate Ÿ Federal funds rate            Ÿ    CMT rate Ÿ Commercial paper rate Ÿ Interest payments on fixed rate Notes on a semi-annual basis Ÿ Interest payments on floating rate Notes on a monthly, quarterly, semi-annual or annual basis

Investing in the Notes involves certain risks. See RISK FACTORS beginning on page S-5.

	Public Offering Price	Agents’ Discounts And Commissions (1)	Proceeds to the Company
Per Note	100%	0.125%-0.750%	99.875%-99.250%
Total(2)	U.S.$2,000,000,000	U.S.$2,500,000-$15,000,000	U.S.$1,997,500,000-$1,985,000,000

(1) Or as agreed, in the case of Notes with a maturity of more than 30 years.

(2) Or the equivalent in one or more foreign or composite currencies.

We may offer the Notes through agents who solicit offers to purchase the Notes and receive a commission based on the principal amount of the notes offered, to agents who purchase the Notes as principal for resale at varying or fixed offering prices and receive a negotiated commission, or directly to investors.

From time to time we may sell other securities described in the accompanying prospectus, and the amount of Notes offered hereby may be reduced as a result of these sales.

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

[Insert Agents]

The date of this Prospectus Supplement is             , 2002.

ABOUT THIS PROSPECTUS SUPPLEMENT AND PRICING SUPPLEMENTS

This prospectus supplement is part of a registration statement that we have filed with the Securities and Exchange Commission (SEC) utilizing a “shelf” registration process. Under this shelf process, we may sell up to a total of $2.0 billion of securities, including medium-term notes, in one or more offerings using this prospectus supplement, the accompanying prospectus and future pricing supplements. From time to time we may sell other securities described in the accompanying prospectus, and the amount of Notes offered hereby may be reduced as a result of these sales. This prospectus supplement provides you with a general description of the medium-term notes we may offer. Each time we sell medium-term notes, we will provide a pricing supplement that will contain specific information about the terms of that offering and the medium-term notes offered by us in that offering. The pricing supplement may also add, update or change information in this prospectus supplement. You should read the accompanying prospectus, this prospectus supplement and any pricing supplement together with additional information described under the heading WHERE YOU CAN FIND MORE INFORMATION.

You should rely only on the information contained in this document or to which this document refers you. We have not, and the agents have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate as of the date of this document. Our business, financial condition, results of operations and prospects may have changed since that date.

In this prospectus supplement, the words “Company,” “we,” “our” and “us” refer to Virginia Electric and Power Company, a Virginia corporation, and its subsidiaries.

TABLE OF CONTENTS

Prospectus Supplement

	Page
Where You Can Find More Information	S-3
Forward-Looking Information	S-3
Important Information for Non-U.S. Residents	S-4
Important Currency Information	S-4
Risk Factors	S-5
The Company	S-7
Use of Proceeds	S-7
Ratio of Earnings to Fixed Charges	S-8
Description of the Notes	S-8
General	S-8
Ranking	S-10
Interest	S-10
Purchase Price; Registered Form; Minimum Denomination	S-24
Redemption or Conversion	S-25
Repayment at the Option of the Holder; Repurchases by the Company	S-25
Payment of Principal, Premium and Interest	S-26
Book-Entry Notes	S-27
The Trustee	S-31
Listing	S-31
Special Provisions Relating to Notes Denominated in a Specific Currency other than U.S. Dollars	S-31
Certain United States Federal Income Tax Considerations	S-34
Plan of Distribution	S-44
Legal Opinions	S-46

Prospectus

	Page
About This Prospectus	2
Where You Can Find More Information	2
The Company	3
The Trust	4
Use of Proceeds	4
Ratio of Earnings to Fixed Charges	4
Description of Mortgage Bonds	5
Description of Debt Securities	8
Additional Terms of Senior Debt Securities	16
Additional Terms of Junior Subordinated Notes	17
Description of Trust Preferred Securities	18
Description of Guarantee	28
Agreement as to Expenses and Liabilities	31
Relationship Among the Trust Preferred Securities, the Guarantee and the Junior Subordinated Notes Held by the Trust	32
Accounting Treatment	32
Description of Preferred Stock	33
Plan of Distribution	33
Legal Opinions	34
Experts	34

S-2

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. You may also read and copy these documents at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement and later information that we file with the SEC will automatically update or supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), until such time as all of the securities covered by this prospectus supplement have been sold:

• Annual Report on Form 10-K for the year ended December 31, 2001.

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

• Current Reports on Form 8-K dated January 18, 2002 and January 29, 2002.

You may request a copy of these filings, at no cost, by writing or telephoning us as follows:

Corporate Secretary

Virginia Electric and Power Company

701 East Cary Street

Richmond, Virginia 23219

Telephone (804) 819-2000

You should not assume that the information in this prospectus and any future pricing supplement is accurate as of any date other than the date on the front of those documents regardless of the time you receive them. Additional updating information with respect to the matters discussed in this prospectus and any pricing supplement may be provided in the future by means of appendices or supplements including future pricing supplements and documents incorporated by reference.

FORWARD-LOOKING INFORMATION

We have included certain information in this document which is “forward-looking information” as defined by the Private Securities Litigation Reform Act of 1995. Examples include discussions as to our expectations, beliefs, plans, goals, objectives and future financial or other performance or assumptions concerning matters discussed in this document. This information, by its nature, involves estimates, projections, forecasts and uncertainties that could cause actual results or outcomes to differ substantially from those expressed in the forward-looking statements.

Our business is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond our

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ability to control. We have identified a number of these factors in our filings with the SEC, including our most recent Quarterly Report on Form 10-Q which is incorporated by reference in this prospectus and we refer you to those reports for further information.

Our business and financial condition is influenced by factors including political and economic risks; market demand for energy; inflation; capital market conditions; governmental policies, legislative and regulatory actions (including those of the Federal Energy Regulatory Commission, the SEC, the Environmental Protection Agency, the Department of Energy, the Nuclear Regulatory Commission, and state utility regulatory commissions in North Carolina and Virginia); industry and rate structure; and legal and administrative proceedings. Some other important factors that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements include changes in and compliance with environmental laws and policies; weather conditions and catastrophic weather-related damage; terrorist attacks; present or prospective wholesale and retail competition; electric generation deregulation; the functional separation of our generation, transmission and distribution businesses; the transfer of control over our transmission facilities to a regional transmission entity; competition for new energy development opportunities; pricing and transportation of commodities; operation of nuclear power facilities; acquisition and disposition of assets and facilities; exposure to changes in the fair value of commodity contracts; counterparty credit risk; and unanticipated changes in operating expenses and capital expenditures. All such factors are difficult to predict, contain uncertainties that may materially affect actual results, and may be beyond our control. New factors emerge from time to time, and it is not possible to predict all such factors, nor can we assess the impact of each such factor on us.

Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made.

IMPORTANT INFORMATION FOR NON-U.S. RESIDENTS

The information set forth in this prospectus and any prospectus supplement is directed to prospective purchasers who are U.S. residents, and we disclaim any responsibility to advise prospective purchasers who are residents of countries other than the United States with respect to any matters that may affect the purchase, holding or receipt of payments of principal, any premium and interest on the Notes. Non-U.S. residents should consult their own financial and legal advisers with regard to these matters.

IMPORTANT CURRENCY INFORMATION

Purchasers are required to pay for the Notes in U.S. dollars, or in other currencies, including composite currencies, as may be specified in the applicable pricing supplement (the Specified Currency), and payments of principal, any premium and interest on the Notes will also be made in U.S. dollars, unless the applicable pricing supplement provides that payments will be made in a Specified Currency. Currently, there are limited facilities in the United States for the conversion of U.S. dollars into the Specified Currencies and vice versa.

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Most banks do not currently offer non-U.S. dollar denominated checking or savings account facilities in the United States. Accordingly, unless otherwise specified in the applicable pricing supplement or unless alternative arrangements are made, payment of principal, any premium and interest made in a Specified Currency other than U.S. dollars will be made to an account at a bank outside of the United States. See DESCRIPTION OF THE NOTES and SPECIAL PROVISIONS RELATING TO NOTES DENOMINATED IN A SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS.

RISK FACTORS

Your investment in the Notes involves certain risks. In consultation with your own financial and legal advisers, you should carefully consider, among other matters, the following discussion of risks before

deciding whether an investment in the Notes is suitable for you. Notes are not an appropriate investment for you if you do not understand their significant components.

Notes Indexed to Interest Rate, Currency or Other Indices or Formulas May Have Risks Not Associated With a Conventional Debt Security

If you invest in Notes indexed to one or more interest rate, currency or other indices or formulas, you will be subject to significant risks not associated with a conventional fixed rate or floating rate debt security. These risks include fluctuation of the particular indices or formulas and the possibility that you will receive a lower, or no, amount of principal, premium or interest and at different times than you expected. We have no control over a number of matters, including economic, financial and political events, that are important in determining the existence, magnitude and longevity of these risks and their results. In addition, if an index or formula used to determine any amounts payable in respect of the Notes contains a multiplier or leverage factor, the effect of any change in the particular index or formula will be magnified. In recent years, values of certain indices and formulas have been volatile and volatility in those and other indices and formulas may be expected in the future. However, past experience is not necessarily indicative of what may occur in the future.

Redemption May Adversely Affect Your Return on the Notes

If your Notes are redeemable at our option, we may choose to redeem your Notes at times when prevailing interest rates are relatively low. In addition, if your Notes are subject to mandatory redemption, we may be required to redeem your Notes at times when prevailing interest rates are relatively low. As a result, you generally will not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on your Notes being redeemed.

There May Not Be Any Trading Market for Your Notes; Many Factors Affect the Trading and Market Value of Your Notes

Upon issuance, your Notes will not have an established trading market. We cannot assure you a trading market for your Notes will ever develop or be maintained if developed. In addition to our creditworthiness, many factors affect the trading market for, and trading value of, your Notes. These factors include:

• the complexity and volatility of the index or formula applicable to your Notes,

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• the method of calculating the principal, premium and interest in respect of your Notes,

• the time remaining to the maturity of your Notes,

• the outstanding amount of Notes,

• any redemption features of your Notes,

• the amount of other debt securities linked to the index or formula applicable to your Notes, and

• the level, direction and volatility of market interest rates generally.

There may be a limited number of buyers when you decide to sell your Notes. This may affect the price you receive for your Notes or your ability to sell your Notes at all. In addition, Notes that are designed for specific investment objectives or strategies often experience a more limited trading market and more price volatility than those not so designed. You should not purchase Notes unless you understand and know you can bear all of the investment risks involving your Notes.

Foreign Currency Notes Are Subject to Exchange Rate and Exchange Control Risks

If you invest in Notes that are denominated and/or payable in a Specified Currency other than U.S. dollars (Foreign Currency Notes), you will be subject to significant risks not associated with an investment in a debt security denominated and payable in U.S. dollars, including the possibility of material changes in the exchange rate between U.S. dollars and the applicable foreign currency and the imposition or modification of exchange controls by the applicable governments. We have no control over the factors that generally affect these risks, including economic, financial and political events and the supply and demand for the applicable currencies. Moreover, if payments on your Foreign Currency Notes are determined by reference to a formula containing a multiplier or leverage factor, the effect of any change in the exchange rates between the applicable currencies will be magnified. In recent years, exchange rates between certain currencies have been highly volatile and volatility between these currencies or with other currencies may be expected in the future. Fluctuations between currencies in the past are not necessarily indicative, however, of fluctuations that may occur in the future. Depreciation of your payment currency would result in a decrease in the U.S. dollar equivalent yield of your Foreign Currency Notes, in the U.S. dollar equivalent value of the principal and any premium payable at maturity or any earlier redemption of your Foreign Currency Notes and, generally, in the U.S. dollar equivalent market value of your Foreign Currency Notes.

Governmental exchange controls could affect exchange rates and the availability of

the payment currency for your Foreign Currency Notes on a required payment date. Even if there are no exchange controls, it is possible that your payment currency will not be available on a required payment date as a result of circumstances beyond our control. In these cases, we will be allowed to satisfy our obligations in respect of your Foreign Currency Notes in U.S. dollars.

Our Credit Ratings May Not Reflect All Risks of an Investment in the Notes

The credit ratings of our medium-term note program may not reflect the potential impact of all risks related to structure and

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other factors on any trading market for, or trading value of, your Notes. In addition, real or anticipated changes in our credit ratings will generally affect any trading market for, or trading value of, your Notes.

THE COMPANY

Virginia Electric and Power Company (the Company) is a regulated public utility that generates, transmits and distributes power for sale in Virginia and northeastern North Carolina. In Virginia, the Company trades under the name “Dominion Virginia Power.” The Virginia service area comprises about 65 percent of Virginia’s total land area, but accounts for over 80 percent of its population. In North Carolina, the Company trades under the name “Dominion North Carolina Power” and serves retail customers located in the northeastern region of the state, excluding certain municipalities. In addition, the Company sells electricity at wholesale to rural electric cooperatives, power marketers, municipalities and other utilities. We are a wholly owned subsidiary of Dominion Resources, Inc. (Dominion), a fully integrated gas and electric holding company. Dominion manages our operations, together with those of Dominion’s other subsidiaries, along functional lines rather than by corporate entity. Dominion is not guaranteeing any of the securities described in this prospectus.

Operating Segments

We currently manage our business through two principal segments: Energy and Delivery.

• Energy—Energy manages the Company’s 18,000 megawatt portfolio of owned and operated generating facilities and purchased power contracts, trading and marketing activities and any commodity, hedging and arbitrage activities.

• Delivery—Delivery manages the Company’s electric distribution and transmission systems, serving approximately 2.2 million customers, about 6,000 miles of electric transmission lines and customer service operations. We recently executed a preliminary agreement to have PJM Interconnection operate our transmission lines on a regional basis. Under the proposed plan, we would establish PJM South as a control area operated separately under the single PJM energy market. You should read our periodic reports filed with the SEC for information concerning the transfer of our electric transmission lines to a regional operating authority. See WHERE YOU CAN FIND MORE INFORMATION.

As of December 31, 2001, we had approximately 7,900 full-time employees. Approximately 3,700 employees are subject to collective bargaining agreements. You should read our periodic reports filed with the SEC for information concerning our negotiations with unions representing our employees.

Virginia Electric and Power Company was incorporated in 1909 as a Virginia public service corporation. Its principal office is located at 701 East Cary Street, Richmond, Virginia 23219-3932. The telephone number is (804) 819-2000. All of the Company’s common stock is held by Dominion.

For additional information about us, see WHERE YOU CAN FIND MORE INFORMATION in this prospectus.

USE OF PROCEEDS

The proceeds from the sale of the Notes will be used to meet a portion of the general

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capital requirements of the Company and for the refinancing of other outstanding debt. The refinancing of debt may include a portion of our commercial paper.

RATIO OF EARNINGS TO FIXED CHARGES

	Twelve Months Ended
	March 31,	December 31,
	2002	2001	2000	1999	1998	1997
Ratio of earnings to fixed charges	3.79	3.16	3.76	3.50	2.19	3.21

For purposes of this ratio, earnings are determined by adding fixed charges (excluding interest capitalized) to income before taxes. These earnings are then divided by total fixed charges. Fixed charges consist of interest charges (without reduction for Allowance for Funds Used During Construction) on long-term and short-term debt, interest capitalized and the portion of rental expense as is representative of the interest factor.

DESCRIPTION OF THE NOTES

Set forth below is a description of the specific terms of the Notes. This description supplements, and should be read together with, the description of the general terms of the Senior Debt Securities set forth in the accompanying prospectus under the captions DESCRIPTION OF DEBT SECURITIES and ADDITIONAL TERMS OF SENIOR DEBT SECURITIES. The following description does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the Senior Indenture and the supplemental indenture pertaining to the Notes. Capitalized terms used in this DESCRIPTION OF THE NOTES that are not defined in this prospectus supplement have the meanings given to them in the Senior Indenture or the supplemental indenture.

General

The Notes will be issued under our Indenture, dated as of June 1, 1998, as supplemented by a Seventh Supplemental Indenture, dated as of                 1, 2002 (as further amended or modified from time to time, the Senior Indenture) between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee (the Trustee). There is no limitation on the aggregate principal amount of Notes that we may issue. Also, we may, without the consent of the holders of Notes, issue additional Notes having the same ranking and the same interest rate, maturity and other terms as any tranche of Notes. Any additional Notes having such similar terms, together with the Notes, will constitute a single series of Senior Debt Securities under the Senior Indenture.

The terms and conditions set forth in this prospectus supplement will apply to each Note unless otherwise specified herein or in the applicable pricing supplement and in the Note. The Notes will likely be issued in book-entry form and will constitute a series of securities issued under the Senior Indenture. Notes issued in book-entry form will be represented by certificates deposited with, or on behalf of, The Depository Trust Company (the Depositary) and registered in the name of the Depositary’s nominee (Book-Entry Notes). Any Notes issued in certificated form will be represented by certificates delivered to the purchasers designated by the Agents.

The Notes will be offered on a continuing basis and each Note will be due nine months or more from its date of issue, as selected by the purchaser and agreed to by the Company prior to the issuance thereof (the fixed date on which a Note is due is referred to as the Stated Maturity

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Date). Maturity Date means the date on which the principal amount of a Note is due, whether at the Stated Maturity Date, or the date of earlier redemption or repayment.

Interest rates offered by the Company with respect to the Notes may differ depending upon, among other things, the aggregate principal amount of the Notes purchased in any single transaction.

References to U.S. dollars, U.S. $, dollars or $ in this prospectus supplement or any pricing supplement are to the legal currency of the United States of America.

The pricing supplement for each Note will state the following:

• the principal amount of the Note;

• the Specified Currency in which the Note is denominated (or, if the currency is no longer legal tender for the payment of public and private debts in the country issuing the applicable currency or, in the case of the euro, in the member states of the European Union that have adopted the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union, the currency which is then legal tender) and if the Note is denominated in a Specified Currency other than U.S. dollars, the pricing supplement will include information relative to the Specified Currency;

• the date on which the Note will be issued;

• the Stated Maturity Date of the Note;

• the Fixed Rate if a Fixed Rate Note or, if a Floating Rate Note, the Base Rate at which the Note will bear interest (including the Spread and/or Spread Multiplier (each as defined below) applicable thereto and any Minimum and/or Maximum Interest Rates (each as defined below) applicable thereto);

• the specified Interest Payment Dates;

• the redemption terms, if any, of the Note;

• the repayment terms, if any, of the Note; and

• additional terms (if any) applicable to the Note.

As used herein, Business Day means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banking institutions are authorized or required by law, regulation or executive order to close in New York City provided, however, that, with respect to Notes the payment of which is to be made in a Specified Currency other than U.S. dollars, that day is also not a day on which commercial banking institutions are authorized or required by law, regulation or executive order to close in the Principal Financial Center (as defined below) of the country issuing the Specified Currency (or, in the case of the euro, is also a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open); provided, further, that, with respect to Notes as to which LIBOR is an applicable Base Rate, the day is also a London Business Day (as defined below).

London Business Day means any day on which commercial banks are open for business (including for dealings in the Index Currency) in London.

Principal Financial Center will generally be the capital city of the country

issuing the Specified Currency, or to which the Index Currency relates, except that with respect to United States dollars, Swiss francs, Australian dollars, Canadian dollars and South African rand, the Principal Financial Center will be New York City, Zurich, Sydney, Toronto and Johannesburg, respectively.

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Ranking

The Notes will be our direct, unsecured and unsubordinated obligations, ranking equally with all of our other senior unsecured indebtedness and will rank senior in right of payment to all our subordinated indebtedness. The Notes will be effectively subordinated to our secured debt. Substantially all of the Company’s assets are subject to a first and prior lien in favor of holders of its First and Refunding Mortgage Bonds (the Bonds), of which approximately $1.9 billion aggregate principal amount are outstanding as of March 31, 2002. Additional Bonds of any series may be issued from time to time without limit in aggregate principal amount, but not in excess of the amount authorized by our common shareholder (currently $5.0 billion), subject to certain financial tests. As of March 31, 2002 these tests would not have further restricted our ability to issue additional Bonds in addition to those outstanding, for an aggregate principal amount of approximately $6.9 billion.

The Senior Indenture contains no restrictions on the amount of additional indebtedness that we may incur.

Interest

General

Unless otherwise specified in the applicable pricing supplement, each Note will bear interest from its date of issue at the rate per annum, in the case of a Fixed Rate Note, or under the interest rate formula, in the case of a Floating Rate Note, Floating Rate/Fixed Rate Note, or Inverse Floating Rate Note, in each case as specified in the applicable pricing supplement, until the principal thereof is paid or duly made available for payment. Interest payments in respect of the Notes will equal the amount of interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly made available for payment (or from and including the date of issue, if no interest has been paid with respect to the applicable Note) to but excluding the related Interest Payment Date or the Maturity Date.

Interest will be payable in arrears on each Interest Payment Date specified in the applicable pricing supplement on which an installment of interest is due and payable and on the Maturity Date. Unless otherwise specified in the applicable pricing supplement, the first payment of interest on any Note originally issued between a Record Date (as defined below) and the related Interest Payment Date or on an Interest Payment Date will be made on the Interest Payment Date immediately following the next succeeding Record Date to the Holder on the next succeeding Record Date.

So long as the Notes remain in book-entry only form, the record date for each Interest Payment Date will be the close of business on the immediately preceding business day. In the event the Notes are not in book-entry only form, the record date for each Interest Payment Date will be the close of business on the 15th calendar day prior to the applicable Interest Payment Date.

Fixed Rate Notes

Unless otherwise specified in the applicable pricing supplement, the Interest Payment Dates for the Fixed Rate Notes will be May 1 and November 1 of each year. Unless otherwise specified in the applicable pricing supplement, interest on Fixed Rate Notes will be computed on the basis of a 360-day year of twelve 30-day months.

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If any Interest Payment Date or the Maturity Date of a Fixed Rate Note falls on a day that is not a Business Day, the required payment of principal, any premium and interest will be made on the next succeeding Business Day as if made on the date the payment was due, and no interest will accrue on the payment for the period from and after the Interest Payment Date or the Maturity Date, as the case may be, to the date of the payment on the next succeeding Business Day.

Floating Rate Notes

Each Floating Rate Note will bear interest from the date of issuance until the principal thereof is paid or made available for payment at a rate determined by reference to an interest rate basis or formula based on the Index Maturity (the Base Rate), which may be adjusted by a Spread and/or Spread Multiplier (each as defined below). The applicable pricing supplement will designate one or more of the following Base Rates as applicable to each Floating Rate Note:

• the CD Rate (a CD Rate Note),

• the Commercial Paper Rate (a Commercial Paper Rate Note),

• the Federal Funds Rate (a Federal Funds Rate Note),

• LIBOR (a LIBOR Note),

• the Prime Rate (a Prime Rate Note),

• the Treasury Rate (a Treasury Rate Note),

• the CMT Rate (a CMT Rate Note), or

• some other Base Rate or interest rate formula as is set forth in the pricing supplement and in the Floating Rate Note.

The Index Maturity for any Floating Rate Note is the period to maturity of the instrument or obligation from which the Base Rate is calculated and will be specified in the applicable pricing supplement.

Unless otherwise specified in the applicable pricing supplement, the interest rate on each Floating Rate Note will be calculated by reference to the specified Base Rate (i) plus or minus the Spread, if any, and/or (ii) multiplied by the Spread Multiplier, if any. The Spread is the number of basis points (one one-hundredth of a percentage point) specified in the applicable pricing supplement to be added to or subtracted from the Base Rate for the Floating Rate Note, and the Spread Multiplier is the percentage specified in the applicable pricing supplement to be applied to the Base Rate for the Floating Rate Note.

As specified in the applicable pricing supplement, a Floating Rate Note may also have either or both of the following: (i) a maximum limitation, or ceiling, on the rate of interest which may accrue during any interest period (Maximum Interest Rate); and (ii) a minimum limitation, or floor, on the rate of interest which may accrue during any interest period (Minimum Interest Rate). In addition to any Maximum Interest Rate that may be applicable to any Floating Rate Note pursuant to the above provisions, the interest rate on a Floating Rate Note will in no event be higher than the maximum rate from time to time permitted by New York law, as the rate may be modified by United States law of general application.

Unless otherwise specified in the applicable pricing supplement, the rate of interest on each Floating Rate Note will be reset daily, weekly, monthly, quarterly, semiannually or annually (that period being the Interest Reset Period for the Note, and the first day of each Interest Reset Period

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being an Interest Reset Date), as specified in the applicable pricing supplement. Unless otherwise specified in the pricing supplement, the Interest Reset Date will be, in the case of Floating Rate Notes which reset:

• daily, on each Business Day;

• weekly, on the Wednesday of each week (other than Treasury Rate Notes which reset the Tuesday of each week, unless otherwise provided below);

• monthly, on the third Wednesday of each month;

• quarterly, on the third Wednesday of March, June, September and December;

• semiannually, on the third Wednesday of two months of each year, as specified in the applicable pricing supplement; and

• annually, on the third Wednesday of one month of each year, as specified in the applicable pricing supplement;

provided, however, that the interest rate in effect from the date of issue to the first Interest Reset Date with respect to a Floating Rate Note will be the initial interest rate set forth in the applicable pricing supplement (the Initial Interest Rate). If any Interest Reset Date for any Floating Rate Note would otherwise be a day that is not a Business Day, the Interest Reset Date will be postponed to the next succeeding Business Day, except that in the case of a LIBOR Note, if the next succeeding Business Day is in the next succeeding calendar month, the Interest Reset Date will be the immediately preceding Business Day.

With respect to Floating Rate/Fixed Rate Notes (as defined below), the rate of interest thereon will not reset after the particular fixed rate commencement date, as set forth in the pricing supplement.

Except as provided below, unless otherwise specified in the applicable pricing supplement, the date on which interest on Floating Rate Notes will be payable is, in the case of Floating Rate Notes which reset:

• daily, weekly or monthly, on the third Wednesday of each month, as specified in the applicable pricing supplement;

• quarterly, on the third Wednesday of March, June, September and December;

• semiannually, on the third Wednesday of the two months specified in the applicable pricing supplement; and

• annually, on the third Wednesday of the month specified in the applicable pricing supplement.

If any Interest Payment Date for any Floating Rate Note would fall on a day that is not a Business Day with respect to that Floating Rate Note, the Interest Payment Date will be postponed to the following day that is a Business Day with respect to that Floating Rate Note, except that, in the case of a LIBOR Note, if the following Business Day is in the next succeeding calendar month, the Interest Payment Date will be the immediately preceding day that is a Business Day with respect to the LIBOR Note. If the Maturity Date of a Floating Rate Note falls on a day that is not a Business Day, the payment of principal, premium, if any, and interest will be made on the next succeeding Business Day, and no interest on the payment will accrue for the period from and after the Maturity Date.

With respect to a Floating Rate Note, accrued interest will be calculated by multiplying the principal amount of the Floating Rate Note by an accrued interest factor. The accrued interest factor will be computed by adding the interest factors

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calculated for each day in the period for which interest is being accrued. Unless otherwise specified in the applicable pricing supplement, the interest factor for each day in the interest period is computed by dividing the interest rate applicable to the day by 360, in the case of CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes (except for LIBOR Notes denominated in pounds sterling) and Prime Rate Notes, by 365, in the case of LIBOR Notes denominated in pounds sterling, or by the actual number of days in the year, in the case of Treasury Rate Notes and CMT Rate Notes. All percentages used in or resulting from any calculation of the rate of interest on a Floating Rate Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward, and all amounts used in or resulting from that calculation on Floating Rate Notes will be rounded, in the case of U.S. dollars, to the nearest cent or, in the case of a foreign currency, to the nearest unit (with one-half cent or unit being rounded upwards). The interest rate in effect on any Interest Reset Date will be the applicable rate as reset on that date. The interest rate applicable to any other day is the interest rate from the immediately preceding Interest Reset Date (or, if none, the Initial Interest Rate).

Unless otherwise stated in the applicable pricing supplement, the calculation agent (the Calculation Agent) with respect to any issue of Floating Rate Notes will be JPMorgan Chase Bank. Upon the request of the holder of any Floating Rate Note, the Calculation Agent will provide the interest rate then in effect and, if determined, the interest rate that will become effective on the next Interest Reset Date with respect to that Floating Rate Note.

The Interest Determination Date pertaining to an Interest Reset Date for Commercial Paper Rate Notes, Federal Funds Rate Notes and Prime Rate Notes will be the Business Day immediately preceding the related Interest Reset Date. The Interest Determination Date pertaining to an Interest Reset Date for CD Rate Notes and CMT Rate Notes will be the second Business Day next preceding that Interest Reset Date. The Interest Determination Date pertaining to an Interest Reset Date for a LIBOR Note will be the second London Business Day immediately preceding that Interest Reset Date, unless the Index Currency (as defined below) is British pounds sterling, in which case the Interest Determination Date will be the applicable Interest Reset Date. The Interest Determination Date pertaining to an Interest Reset Date for a Treasury Rate Note will be the day of the week in which that Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the immediately following Tuesday, but the auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is held on the preceding Friday, that Friday will be the Interest Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week.

Unless otherwise specified in the applicable pricing supplement, the Calculation Date, where applicable, pertaining to an Interest Determination Date will be the earlier of (i) the tenth calendar day after that Interest Determination Date, or, if that day is not a Business Day, the next

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succeeding Business Day, or (ii) the Business Day preceding the applicable Interest Payment Date or Maturity Date, as the case may be.

Floating Rate/Fixed Rate Notes

If a Floating Rate Note is designated as a “Floating Rate/Fixed Rate Note”, the particular Floating Rate Note will bear interest at the rate determined by reference to the applicable Base Rate:

• plus or minus the applicable Spread, if any, and/or

• multiplied by the applicable Spread Multiplier, if any.

Commencing on the first Interest Reset Date, the rate at which interest on a Floating Rate/Fixed Rate Note is payable will be reset as of each Interest Reset Date; provided, however, that:

• the interest rate in effect for the period, if any, from the date of issue to the first Interest Reset Date will be the Initial Interest Rate; and

• the interest rate in effect commencing on the fixed rate commencement date will be the fixed interest rate, if specified in the applicable pricing supplement, or, if not so specified, the interest rate in effect on the day immediately preceding the fixed rate commencement date.

Inverse Floating Rate Notes

If a Floating Rate Note is designated as an “Inverse Floating Rate Note,” the particular Floating Rate Note will bear interest at the fixed interest rate minus the rate determined by reference to the applicable Base Rate:

• plus or minus the applicable Spread, if any, and/or

• multiplied by the applicable Spread Multiplier, if any;

provided, however, that interest on an Inverse Floating Rate Note will not be less than zero. Commencing on the first Interest Reset Date, the rate at which interest on an Inverse Floating Rate Note is payable will be reset as of each Interest Reset Date; provided, further, that the interest rate in effect for the period, if any, from the date of issue to the first Interest Reset Date will be the Initial Interest Rate.

Unless otherwise specified in the applicable pricing supplement, interest rates will be determined by the Calculation Agent as follows:

CD Rate Notes

CD Rate Notes will bear interest at the interest rate (calculated with reference to the CD Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the CD Rate Notes and in the applicable pricing supplement.

Unless otherwise specified in the applicable pricing supplement, CD Rate means, with respect to any Interest Determination Date, the rate on that date for negotiable U.S. dollar certificates of deposit having the Index Maturity designated in the applicable pricing supplement as published by the Board of Governors of the Federal Reserve System in “Statistical Release H.15(519), Selected Interest Rates,” or any successor publication of the Board of Governors of the Federal Reserve System (H.15(519)) under the heading “CDs (secondary market).”

The following procedures will be followed if the CD Rate cannot be determined as described above:

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• If the above rate is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to the applicable Interest Determination Date, the CD Rate will be the rate on that Interest Determination Date for negotiable certificates of deposit of the Index Maturity designated in the applicable pricing supplement as published in the daily update of H.15(519), available through the internet site of the Board of Governors of the Federal Reserve System at http:// www.federalreserve.gov/releases/h15/ update, or any successor site or publication (the H.15 Daily Update), or some other recognized electronic source for the purpose of displaying the rate, under the heading “CDs (secondary market).”

• If the rate is not yet published in H.15(519), the H.15 Daily Update or some other recognized electronic source for the purpose of displaying the rate, by 3:00 P.M., New York City time, on the Calculation Date pertaining to the applicable Interest Determination Date, the CD Rate on the Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York City time, on the Interest Determination Date for certificates of deposit in an amount that is representative for a single transaction at that time with a remaining maturity closest to the Index Maturity designated in the pricing supplement of three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in New York City (which may include the Agents or their affiliates) selected by the Calculation Agent for negotiable certificates of deposit of major United States money center banks.

• If the dealers selected by the Calculation Agent are not quoting as set forth above, the CD Rate in effect for the applicable period will be the same as the CD Rate for the immediately preceding Interest Reset Period (or, if there was no Interest Reset Period, the rate of interest payable on the CD Rate Notes for which the CD Rate is being determined will be the Initial Interest Rate).

Commercial Paper Rate Notes

Commercial Paper Rate Notes will bear interest at the interest rate (calculated with reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the Commercial Paper Rate Notes and in the applicable pricing supplement.

Unless otherwise specified in the applicable pricing supplement, Commercial Paper Rate means, with respect to any Interest Determination Date, the Money Market Yield (as defined below) of the rate on that date for commercial paper having the Index Maturity specified in the applicable pricing supplement, as the rate is published in H.15(519), under the heading “Commercial Paper—Nonfinancial.”

The following procedures will be followed if the Commercial Paper Rate cannot be determined as described above:

• If the above rate is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to the applicable Interest Determination Date, then the Commercial Paper Rate will be the Money Market Yield of the rate on the Interest Determination Date for commercial paper of the specified Index

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Maturity as published in H.15 Daily Update or some other recognized electronic source for the purpose of displaying the rate, under the heading “Commercial Paper—Nonfinancial.”

• If by 3:00 P.M., New York City time, on the Calculation Date the rate is not yet available in either H.15(519) or H.15 Daily Update, or some other recognized electronic source for the purpose of displaying the rate, then the Commercial Paper Rate will be the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 A.M., New York City time, on the Interest Determination Date of three leading dealers of U.S. dollar commercial paper in New York City (which may include the Agents or their affiliates) selected by the Calculation Agent for commercial paper of the specified Index Maturity, placed for an industrial issuer whose bond rating is “AA,” or the equivalent, from a nationally recognized statistical rating organization.

• If the dealers selected by the Calculation Agent are not quoting offered rates as mentioned above, the Commercial Paper Rate in effect for the applicable period will be the same as the Commercial Paper Rate for the immediately preceding Interest Reset Period (or, if there was no Interest Reset Period, the rate of interest payable on the Commercial Paper Rate Notes for which the Commercial Paper Rate is being determined will be the Initial Interest Rate).

Money Market Yield will be a yield calculated in accordance with the following formula and expressed as a percentage:

Money Market Yield =

     D x 360      x 100

360 – (D x M)

D = the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal, and

M = the actual number of days for which interest is being calculated.

Federal Funds Rate Notes

Federal Funds Rate Notes will bear interest at the interest rate (calculated with reference to the Federal Funds Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the Federal Funds Rate Notes and in the applicable pricing supplement.

Unless otherwise specified in the applicable pricing supplement, the Federal Funds Rate means, with respect to any Interest Determination Date, the rate on that date for U.S. dollar federal funds as published in H.15(519) under the heading “Federal Funds (Effective),” as that rate is displayed on Moneyline Telerate (or any successor service) (the Telerate) on page 120 (or any other page as may replace that page on the service) (Telerate Page 120).

The following procedures will be followed if the Federal Funds Rate cannot be determined as set forth above:

• If the rate does not appear on Telerate Page 120 or is not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to the Interest Determination Date, the Federal Funds Rate will be the rate on the applicable Interest Determination Date as published in the H.15 Daily Update under the heading “Federal Funds/Effective Rate,” or another recognized electronic source used for the purpose of displaying that rate, under the caption “Federal Funds (Effective).”

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• If the rate does not appear on Telerate Page 120, or is not yet published in either H.15(519), the H.15 Daily Update, or another recognized electronic source by 3:00 P.M., New York City time, on the Calculation Date pertaining to the Interest Determination Date, the Federal Funds Rate for the applicable Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar federal funds, as of 9:00 A.M., New York City time, on the Interest Determination Date, arranged by three leading brokers of federal funds transactions in New York City (which may include the Agents or their affiliates) selected by the Calculation Agent.

• If the brokers selected by the Calculation Agent are not quoting as set forth above, the Federal Funds Rate in effect for the applicable period will be the same as the Federal Funds Rate in effect on the particular Interest Determination Date.

LIBOR Notes

LIBOR Notes will bear interest at the interest rate (calculated with reference to LIBOR and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the LIBOR Notes and in the applicable pricing supplement.

Unless otherwise specified in the applicable pricing supplement, LIBOR for each Interest Determination Date will be determined by the Calculation Agent as follows:

• If “LIBOR Reuters” is specified in the applicable pricing supplement, LIBOR

will be the arithmetic mean of the offered rates for deposits in the Index Currency (as defined below) having the Index Maturity designated in the applicable pricing supplement, commencing on the second London Business Day immediately following the applicable Interest Determination Date, that appear on the Designated LIBOR Page (as defined below) as of 11:00 A.M., London time, on that Interest Determination Date. If no such rate appears, then LIBOR will be determined by the alternative method described below. If the Designated LIBOR Page by its terms provides for a single rate, then the single rate shall be used. If, however, the terms of the Designated LIBOR Page provide for multiple rates and fewer than two such rates appear, then LIBOR will be determined by the alternative method described below. If “LIBOR Telerate” is specified in the applicable pricing supplement, LIBOR will be the rate for deposits in the Index Currency having the Index Maturity designated in the applicable pricing supplement, commencing on the second London Business Day immediately following the applicable Interest Determination Date (or, if pounds sterling is the Index Currency, commencing on that Interest Determination Date) that appears on the Designated LIBOR Page as of 11:00 A.M., London time, on that Interest Determination Date. If no such rate appears, then LIBOR will be determined by the alternative method described below.

• Alternatively as referenced above, the Calculation Agent will request the principal London offices of each of four major reference banks (which may include affiliates of the Agents) in the

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London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in the Index Currency for the period of the Index Maturity designated in the applicable pricing supplement, commencing on the second London Business Day immediately following the applicable Interest Determination Date (or, if pounds sterling is the Index Currency, commencing on that Interest Determination Date) to prime banks in the London interbank market at approximately 11:00 A.M., London time, on the Interest Determination Date and in a principal amount of not less than $1,000,000 (or the equivalent in the Index Currency, if the Index Currency is not the U.S. dollar) that is representative for a single transaction in the Index Currency in the market at that time. If at least two quotations are provided, LIBOR determined on that Interest Determination Date will be the arithmetic mean of the quotations. If fewer than two quotations are provided, LIBOR determined on that Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 A.M. (or any other time specified in the applicable pricing supplement), in the applicable Principal Financial Center for the country of the Index Currency on the Interest Determination Date, by three major banks (which may include affiliates of the Agents) in the Principal Financial Center selected by the Calculation Agent for loans in the Index Currency to leading European banks, having the Index Maturity designated in the applicable pricing supplement and in a principal amount of not less than $1,000,000 (or the equivalent in the Index Currency, if the Index Currency is not the U.S. dollar) that is representative for a single transaction in the Index Currency in the market at that time; provided, however, that if the banks selected by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR in effect for the applicable period will be the same as LIBOR for the immediately preceding Interest Reset Period (or, if there was no Interest Reset Period, the rate of interest payable on the LIBOR Notes for which LIBOR is being determined will be the Initial Interest Rate).

Index Currency means the currency (including composite currencies) specified in the applicable pricing supplement as the currency for which LIBOR will be calculated or if the euro is substituted for that currency, the Index Currency will be the euro. If no currency is specified in the applicable pricing supplement, the Index Currency will be U.S. dollars.

Designated LIBOR Page means either (a) if “LIBOR Reuters” is designated in the applicable pricing supplement, the display on the Reuters Monitor Money Rates Service (or any successor service) for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency, or (b) if “LIBOR Telerate” is designated (or if neither “LIBOR Reuters” or “LIBOR Telerate” is designated) in the applicable pricing supplement, the display on the Telerate for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency.

Prime Rate Notes

Prime Rate Notes will bear interest at the interest rate (calculated with reference to the Prime Rate and the Spread and/or Spread

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Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the Prime Rate Notes and in the applicable pricing supplement.

Unless otherwise specified in the applicable pricing supplement, Prime Rate means, with respect to any Interest Determination Date, the rate set forth in H.15(519) for that date under the caption “Bank Prime Loan.”

The following procedures will be followed if the Prime Rate cannot be determined as set forth above:

• If the rate above is not yet published by 3:00 P.M. New York City time, on the Calculation Date pertaining to the applicable Interest Determination Date, the Prime Rate will be the rate on the applicable Interest Determination Date as published in the H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Bank Prime Loan.”

• If by 3:00 P.M., New York City time, on the Calculation Date the rate is not yet available in either H.15(519) or H.15 Daily Update or another recognized electronic source, then the Prime Rate for that Interest Determination Date will be the arithmetic mean of the rates of interest publicly announced by each bank named on the Reuters Screen US PRIME 1 Page (as defined below) as that bank’s prime rate or base lending rate as of 11:00 A.M., New York City time, on the Interest Determination Date as quoted on the Reuters Screen US PRIME 1 Page on the Interest Determination Date.

• If fewer than four rates appear on the Reuters Screen US PRIME 1 Page for any Interest Determination Date, the rate shall be the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by 360 as of the close of business on the applicable Interest Determination Date by three major money center banks in New York City (which may include affiliates of the Agents) selected by the Calculation Agent from which quotations are requested. If fewer than two quotations are provided, the Prime Rate will be calculated by the Calculation Agent and will be determined as the arithmetic mean on the basis of the prime rates in New York City by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any State thereof, in each case having total equity capital of at least U.S. $500 million and being subject to supervision or examination by federal or state authority, selected by the Calculation Agent to quote the rate or rates.

• If the banks or trust companies selected by the Calculation Agent are not quoting as set forth above, the Prime Rate in effect for the applicable period will be the same as the Prime Rate for the immediately preceding Interest Reset Period (or, if there was no Interest Reset Period, the rate of interest payable on the Prime Rate Notes for which the Prime Rate is being determined will be the Initial Interest Rate).

Reuters Screen US PRIME 1 Page means the display designated as Page “US PRIME 1” on the Reuters Monitor Money Rates Service (or any other page as may replace the US PRIME 1 Page on that service

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for the purpose of displaying prime rates or base lending rates of major United States banks).

Treasury Rate Notes

Treasury Rate Notes will bear interest at the interest rate (calculated with reference to the Treasury Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the Treasury Rate Notes and in the applicable pricing supplement.

Unless otherwise specified in the applicable pricing supplement, the Treasury Rate means, with respect to any Interest Determination Date, the rate for the auction held on that date of direct obligations of the United States (Treasury Bills) having the

Index Maturity designated in the applicable pricing supplement under the heading “Investment Rate” on the Telerate display on page 56 or any other page as may replace that page on the service (Telerate Page 56) or page 57 or any other page as may replace that page on the service) (Telerate Page 57).

The following procedures will be followed if the Treasury Rate cannot be determined as set forth above:

• If the rate above is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to the applicable Interest Determination Date, the Treasury Rate for the Interest Determination Date will be the yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the rate for the applicable Treasury Bills, published in the H.15 Daily Update, or any other recognized electronic source used for the purpose of displaying the rate, under the caption “U.S. Government Securities/Treasury Bills/Auction High” on the Interest Determination Date, or if not so published by 3:00 P.M., New York City time, on the Calculation Date, the yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the auction rate of the applicable Treasury Bills as otherwise announced by the United States Department of the Treasury.

• In the event that the results of the auction of Treasury Bills having the Index Maturity designated in the applicable pricing supplement are not published or reported as provided above by 3:00 P.M., New York City time, on the Calculation Date or if no auction is held on the

Interest Determination Date, then the Treasury Rate will be the yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the rate on the Interest Determination Date of Treasury Bills having the Index Maturity designated in the applicable pricing supplement as published in H.15(519), or such other recognized electronic source used for the purpose of displaying that rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.”

• If the rate above is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to the applicable Interest Determination Date, the Treasury Rate will be the yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the rate on the Interest Determination Date of such Treasury

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Bills as published in the H.15 Daily Update, or other recognized electronic source used for the purpose of displaying that rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.”

• If the rate above is not published in H.15(519), H.15 Daily Update, or another recognized electronic source, by 3:00 P.M., New York City time, on the Calculation Date pertaining to the applicable Interest Determination Date, the Treasury Rate will be calculated by the Calculation Agent and will be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) calculated using the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on the Interest Determination Date, of three primary United States government securities dealers (which may include the Agents or their affiliates) selected by the Calculation Agent for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity designated in the applicable pricing supplement.

• If the dealers selected by the Calculation Agent are not quoting bid rates as mentioned in the preceding paragraph, the Treasury Rate for the affected Interest Reset Date will be the same as the Treasury Rate for the immediately preceding Interest Reset Period (or, if there was no Interest Reset Period, the rate of interest payable on the Treasury Rate Notes for which the Treasury Rate is being determined will be the Initial Interest Rate).

CMT Rate Notes

CMT Rate Notes will bear interest at the interest rate (calculated with reference to the CMT Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the CMT Rate Notes and in the applicable pricing supplement.

Unless otherwise indicated in an applicable pricing supplement, if CMT Telerate Page 7051 is specified in the applicable pricing supplement, the CMT Rate means the percentage equal to the yield for U.S. Treasury securities at “constant maturity” having the Index Maturity specified in the applicable pricing supplement as published in H.15(519) under the caption “Treasury Constant Maturities,” as the yield is displayed on the Telerate on page 7051 (or any other page as may replace the specified page on that service) (Telerate Page 7051), for the particular Interest Determination Date. The following paragraphs detail the procedures to be followed in the event that CMT Telerate Page 7051 is specified in the applicable pricing supplement, but the foregoing method for determining the CMT Rate is not available.

• If the rate referred to in the preceding paragraph does not so appear on Telerate Page 7051 by 3:30 P.M., New York City time, on the Calculation Date for the applicable Interest Determination Date, the CMT Rate will be the percentage equal to the yield for U.S. Treasury securities at “constant maturity” having the particular Index Maturity and for the particular Interest Determination Date as published in H.15(519) under the caption “Treasury Constant Maturities.”

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• If the rate referred to in the preceding paragraph does not so appear in H.15(519) by 3:30 P.M., New York City time, on the Calculation Date for the applicable Interest Determination Date, the CMT Rate will be the rate on the particular Interest Determination Date for the period of the particular Index Maturity as may then be published by either the Federal Reserve System Board of Governors or the U.S. Department of the Treasury that the Calculation Agent determines to be comparable to the rate which would otherwise have been published in H.15(519).

• If the rate referred to in the preceding paragraph is not so published by 3:30 P.M., New York City time, on the Calculation Date for the applicable Interest Determination Date, the CMT Rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 P.M., New York City time, on that Interest Determination Date of three leading primary U.S. government securities dealers in New York City, (which may include the Agents or their affiliates) (each, a Reference Dealer), selected by the Calculation Agent from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation, or, in the event of equality, one of the highest, and the lowest quotation or, in the event of equality, one of the lowest, for U.S. Treasury securities with an original maturity equal to the particular Index Maturity, a remaining term to maturity no more than one year shorter than that Index Maturity and in a principal amount that is representative for a single transaction in the securities in that market at that time.

• If fewer than five but more than two of the prices referred to in the preceding paragraph are provided as requested, the CMT Rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of the quotations will be eliminated.

• If fewer than three of the prices referred to two paragraphs above are provided as requested, the CMT Rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 P.M., New York City time, on that Interest Determination Date of three Reference Dealers selected by the Calculation Agent from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation or, in the event of equality, one of the highest and the lowest quotation or, in the event of equality, one of the lowest, for U.S. Treasury securities with an original maturity greater than the particular Index Maturity, a remaining term to maturity closest to that Index Maturity and in a principal amount that is representative for a single transaction in the securities in that market at that time.

• If fewer than five but more than two prices referred to in the preceding paragraph are provided as requested, the CMT Rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of the quotations will be eliminated.

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• If fewer than three prices referred to two paragraphs above are provided as requested, the CMT Rate for the applicable Interest Reset Date will be the same as the CMT Rate for the immediately preceding Interest Reset Period (or, if there was no Interest Reset Period, the rate of interest payable on the CMT Rate Notes for which the CMT Rate is being determined will be the Initial Interest Rate).

Unless otherwise indicated in an applicable pricing supplement, if CMT Telerate Page 7052 is specified in the applicable pricing supplement, CMT Rate means the percentage equal to the one-week or one-month, as specified in the applicable pricing supplement, average yield for U.S. Treasury securities at “constant maturity” having the Index Maturity specified in the applicable pricing supplement as published in H.15(519) opposite the caption “Treasury Constant Maturities,” as the yield is displayed on the Telerate on page 7052 (or any other page as may replace the specified page on that service) (Telerate Page 7052), for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which the particular Interest Determination Date falls. The following paragraphs detail the procedures to be followed in the event that CMT Telerate Page 7052 is specified in the applicable pricing supplement, but the foregoing method for determining the CMT Rate is not available.

• If the rate referred to in the preceding paragraph does not so appear on Telerate Page 7052 by 3:30 P.M., New York City time, on the Calculation Date for the applicable Interest Determination Date, the CMT Rate will be the percentage equal to the one-week or one-month, as specified in the applicable pricing supplement, average yield for U.S. Treasury securities at “constant maturity” having the particular Index Maturity and for the week or month, as applicable, preceding the particular Interest Determination Date as published in H.15(519) opposite the caption “Treasury Constant Maturities.”

• If the rate referred to in the preceding paragraph does not so appear in H.15(519) by 3:30 P.M., New York City time, on the Calculation Date for the applicable Interest Determination Date, the CMT Rate will be the one-week or one-month, as specified in the applicable pricing supplement, average yield for U.S. Treasury securities at “constant maturity” having the particular Index Maturity as otherwise announced by the Federal Reserve Bank of New York for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which the particular Interest Determination Date falls.

• If the rate referred to in the preceding paragraph is not so published by 3:30 P.M., New York City time, on the Calculation Date for the applicable Interest Determination Date, the CMT Rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 P.M., New York City time, on that Interest Determination Date of three Reference Dealers selected by the Calculation Agent from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation, or, in the event of equality, one of the highest, and the lowest quotation or, in

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the event of equality, one of the lowest, for U.S. Treasury securities with an original maturity equal to the particular Index Maturity, a remaining term to maturity no more than one year shorter than that Index Maturity and in a principal amount that is representative for a single transaction in the securities in that market at that time.

• If fewer than five but more than two of the prices referred to in the preceding paragraph are provided as requested, the CMT Rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of the quotations will be eliminated.

• If fewer than three prices referred to two paragraphs above are provided as requested, the CMT Rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 P.M., New York City time, on that Interest Determination Date of three Reference Dealers selected by the Calculation Agent from five Reference Dealers selected by the Calculation Agent and eliminating the

highest quotation or, in the event of equality, one of the highest and the lowest quotation or, in the event of equality, one of the lowest, for U.S. Treasury securities with an original maturity greater than the particular Index Maturity, a remaining term to maturity closest to that Index Maturity and in a principal amount that is representative for a single transaction in the securities in that market at that time.

• If fewer than five but more than two prices referred to in the preceding

paragraph are provided as requested, the CMT Rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained and neither the highest or the lowest of the quotations will be eliminated.

• If fewer than three prices referred to two paragraphs above are provided as requested, the CMT Rate for the applicable Interest Reset Date will be the same as the CMT Rate for the immediately preceding Interest Reset Period (or, if there was no Interest Reset Period, the rate of interest payable on the CMT Rate Notes for which the CMT Rate is being determined will be the Initial Interest Rate).

For purposes of the above calculations (whether CMT Telerate Page 7051 or CMT Telerate Page 7052 is specified in the applicable pricing supplement), if two U.S. Treasury securities with an original maturity greater than the Index Maturity specified in the applicable pricing supplement have remaining terms to maturity equally close to the particular Index Maturity, the quotes for the U.S. Treasury security with the shorter remaining term to maturity will be used.

If no CMT Telerate Page is specified in the applicable pricing supplement CMT Telerate Page 7052, for the most recent week, will be deemed specified.

Purchase Price; Registered Form; Minimum Denomination

Each Note will be issued for a purchase price equal to 100% of the principal amount thereof (unless otherwise provided in the applicable pricing supplement) in fully registered certificated or book-entry form.

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Unless otherwise specified in the applicable pricing supplement, each Note will be issued in a minimum denomination of $25 or $1,000 in U.S. dollars as specified in the applicable pricing supplement, and integral multiples of such denomination in excess thereof. In the case of a Note denominated in a Specified Currency other than U.S. dollars, unless otherwise specified in the applicable pricing supplement, the minimum denomination will be the equivalent of $25 or $1,000 in U.S. dollars as specified in the applicable pricing supplement, in the Specified Currency, as determined by application of the Market Exchange Rate on the Business Day immediately preceding the trade date for the Notes.

Redemption or Conversion

No Note will be subject to conversion, amortization, or any sinking fund, unless otherwise provided in the applicable pricing supplement. The Notes will be subject to redemption by the Company on and after their respective Redemption Dates, if any. Redemption Dates and the applicable Redemption Prices, if any, will be fixed at the time of sale and set forth in the applicable pricing supplement and on the applicable Note. If no Redemption Date or Redemption Price is indicated with respect to a Note, the Note will not be redeemable prior to its Stated Maturity Date. On and after the Redemption Date, the applicable Note will be redeemable in whole or in part (provided that any remaining principal amount of the Note will be equal to an authorized denomination thereof) at the option of the Company at the applicable Redemption Price, together with interest thereon payable to the date of redemption, on notice given not more than 60 nor less than 30 calendar days prior to the date of redemption.

Notwithstanding the foregoing, if a date prior to which the Company may not redeem the Note as a part of, or in anticipation of, a refunding operation (Limitation Date) is specified in the applicable pricing supplement and on the applicable Note, the Company may not redeem the Note prior to the Limitation Date as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of monies borrowed having an interest cost to the Company of less than the rate (Refunding Rate) specified in the pricing supplement and on the applicable Note.

Repayment at the Option of the Holder; Repurchases by the Company

The Notes will be repayable by the Company at the option of the Holders thereof prior to the Stated Maturity Date only if one or more Repayment Dates are specified in the applicable pricing supplement. If so specified, the Notes will be subject to repayment at the option of the Holders thereof on any Repayment Date in whole or in part from time to time in increments of $1,000 or any other integral multiple of an authorized denomination specified in the applicable pricing supplement (provided that any remaining principal amount thereof must be at least $1,000 or any other minimum authorized denomination applicable thereto), at a repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued thereon to the date of repayment. For any Note to be repaid, the Trustee must receive, at its office maintained for that purpose in the Borough of Manhattan, The City of New York (currently located at 55 Water Street, New York, New York 10041) not more than 60 nor less than 30 calendar days prior to the

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date of repayment, (i) in the case of a certificated Note, the certificated Note and the form thereon entitled “Option to Elect Repayment” duly completed or (ii) in the case of a Book-Entry Note, instructions to that effect from the applicable Beneficial Owner (as hereinafter defined) to the Depositary and forwarded by the Depositary. Exercise of the repayment option by the Holder will be irrevocable.

Only the Depositary may exercise the repayment option in respect of beneficial interests in the Book-Entry Notes. Accordingly, Beneficial Owners that desire repayment in respect of all or any portion of their beneficial interests must instruct the Participant (as hereinafter defined) through which they own their interests to direct the Depositary to exercise the repayment option on their behalf. In order to ensure that the instructions are received by the Trustee on a particular day, the applicable Beneficial Owner must so instruct the Participant through which it owns its interest before the Participant’s deadline for accepting instructions for that day. Different firms may have different deadlines for accepting instructions from their customers. Accordingly, Beneficial Owners should consult the Participants through which they own their interests for the respective deadlines for each of the applicable Participants. All instructions given to Participants from Beneficial Owners relating to the option to elect repayment will be irrevocable. In addition, at the time the instructions are given, each Beneficial Owner must cause the Participant through which it owns its interest to transfer its interest in the Book-Entry Notes or Securities representing the related Book-Entry Notes, on the Depositary’s records, to the Trustee. See “—Book-Entry Notes”.

If applicable, the Company will comply with the requirements of Section 14(e) of the Exchange Act, and the rules promulgated thereunder, and any other securities laws or regulations in connection with any repayment.

The Company may at any time purchase Notes at any price or prices in the open market or otherwise. Notes purchased by the Company in this manner may, at the discretion of the Company, be held, resold or surrendered to the Trustee for cancellation.

Payment of Principal, Premium and Interest

Payments of principal, any premium, and interest on all Notes will be made by the Company to the registered owners of the Notes, which in the case of Book-Entry Notes is the Depositary or its nominee. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Note, or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. The Company expects that the Depositary, upon receipt of any payment of principal, any premium or interest in respect of a Book-Entry Note, will credit immediately the accounts of the related Participants with payment in amounts proportionate to their respective holdings in principal amount of beneficial interest in the Book-Entry Note as shown on the records of the Depositary. The Company also expects that payments by Participants to Beneficial Owners will be governed by standing customer instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of the Participants.

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Payments of principal, any premium and interest on all Notes will be made in the applicable Specified Currency. Any amounts payable by the Company in a Specified Currency other than U.S. dollars will be converted by the exchange rate agent named in the applicable pricing supplement (Exchange Rate Agent) into U.S. dollars for payment to Holders unless otherwise specified in the applicable pricing supplement or the Holder of the Note elects, in the manner described below, to receive those amounts in the Specified Currency. Payments of principal of and interest on Notes made in a Specified Currency other than U.S. dollars will be made by wire transfer to an account designated by the Holder at a bank outside of the United States. Payments of principal, any premium and interest on Notes paid in U.S. dollars and issued in certificated form will be made by wire transfer to an account designated by the Holder or, in the absence of a designation, by check mailed to the address of the Holder as it appears on the Security Register maintained by the Trustee acting in its capacity as Security Registrar for the Notes. The Holder will make its designation by filing the appropriate information with the Trustee at its Corporate Trust Office in New York City on or prior to the Record Date for an Interest Payment Date or at least 16 days prior to the Maturity Date, or with respect to Notes denominated in a currency other than U.S. dollars, in connection with any transfer after the 16th day prior to the Maturity Date. Until a Note is transferred or until the Trustee receives notice to the contrary, the Trustee will make the payment and all succeeding payments to the Holders of Notes by wire transfer to the designated account. Payments of interest with respect to Notes will be made to the Holder appearing on the Security Register on the applicable Record Date or, in the case of interest payable at the Maturity Date, to the person to whom principal is payable.

In the case of a Note issued between a Record Date and the Interest Payment Date relating to that Record Date, interest for the period beginning on the date of issue and ending on that Interest Payment Date will be paid to the Holder appearing on the Security Register on the next succeeding Record Date. Payments of the principal, any premium and interest on a Note at the Maturity Date will be made in immediately available funds (at a bank outside the United States, in the case of payments made in a Specified Currency other than U.S. dollars) in the Specified Currency, upon surrender of the Note to the Trustee. See IMPORTANT CURRENCY INFORMATION and RISK FACTORS.

The Trustee maintains in the Borough of Manhattan, the City of New York, an office where Notes may be presented for payment and may be transferred or exchanged. Principal, any premium and interest at the Maturity Date will be payable, and Notes will be transferable, at the Corporate Trust Office of the Trustee, which presently is located at 55 Water Street, New York, New York 10041.

Book-Entry Notes

The Company has established a depository arrangement with the Depositary with respect to the Book-Entry Notes, the terms of which are summarized below. If there are any additional or differing terms of the depository arrangement with respect to the Book-Entry Notes, they will be described in the applicable pricing supplement.

Book-Entry Notes of like tenor and terms up to $500,000,000 aggregate principal amount may be represented by a

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single global security. Each global security will be deposited with, or on behalf of, the Depositary and registered in the name of the Depositary or its nominee. Except as described below, a global security may not be transferred unless it is transferred as a whole by the Depositary to a nominee, or by a nominee to either (i) the Depositary, or (ii) another nominee, or (iii) successors of the Depositary or nominee.

So long as the Depositary or its nominee is the registered owner of a global security representing Book-Entry Notes, the Depositary or its nominee, as the case may be, will be the sole holder of the Book-Entry Notes represented by that global security for all purposes under the Indenture. Except as provided below, Beneficial Owners will not be entitled to have Notes registered in their names, will not receive or be entitled to receive physical delivery of Notes in certificated form and will not be considered the owners or holders thereof for any purpose under the Indenture, and no global security representing Book-Entry Notes will be exchangeable or transferable. Accordingly, each Beneficial Owner must rely on the procedures of the Depositary, and if a Beneficial Owner is not a Participant, on the procedures of the Participant through which that Beneficial Owner owns its interest in order to exercise any rights of a holder under the global security or the Indenture. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of securities in certificated form. These limits and laws may impair the ability to transfer beneficial interests in a global security representing Book-Entry Notes.

Unless otherwise specified in the applicable pricing supplement, each global security representing Book-Entry Notes will be exchangeable for certificated Notes of like tenor and terms and of differing authorized denominations in a like aggregate principal amount, only if:

• the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the global securities or the Company is aware that the Depositary has ceased to be a clearing agency registered under the Exchange Act and, in any case, the Company has not appointed a successor to the Depositary within 90 calendar days thereafter; or

• the Company, in its sole discretion, determines that the global securities will be exchangeable for certificated Notes.

Upon any exchange, the certificated Notes will be registered in the names of the Beneficial Owners of the global security or securities representing Book-Entry Notes, which names will be provided by the Depositary’s relevant Participants (as identified by the Depositary to the Trustee).

The following is based on information furnished to the Company and the Agents by the Depositary:

The Depositary will act as securities depository for the Book-Entry Notes. The Book-Entry Notes will be issued as fully registered securities registered in the name of Cede & Co., the Depository’s partnership nominee. One fully registered global security will be issued for each issue of Book-Entry Notes, each in the aggregate principal amount of the issue, and will be deposited with the Depositary. If, however, the aggregate principal amount of any issue exceeds $500,000,000, one global security will be issued with respect to each $500,000,000 of principal amount

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and an additional global security will be issued with respect to any remaining principal amount of the issue.

The Depositary is a limited-purpose trust company organized under the laws of the State of New York, 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 Exchange Act. The Depositary was created to hold securities of its participants (Participants) and to facilitate the clearance and settlement of securities transactions among its Participants in these securities through electronic book-entry changes in accounts of the Participants, thereby eliminating the need for physical movement of securities certificates. The Depositary’s Direct Participants (Direct Participants) include securities brokers and dealers (including the Agents), banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own the Depositary. Persons who are not Participants may beneficially own securities held by the Depositary only through Participants.

The Depositary is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the Depositary’s system is also available to others including securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (Indirect Participants). The rules applicable to the Depositary and its Participants are on file with the SEC.

Purchases of Book-Entry Notes under the Depositary’s system must be made by or through Direct Participants, which will receive a credit for the applicable Book-Entry Notes on the Depositary’s records. The ownership interest of each actual purchaser of each Book-Entry Note represented by a global security (Beneficial Owner) is in turn to be recorded on the records of Direct Participants and Indirect Participants. Beneficial Owners will not receive written confirmation from the Depositary of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct Participants or Indirect Participants through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in Book-Entry Notes are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificated Notes representing their ownership interests therein, except in the event that use of the book-entry system for the Book-Entry Notes is discontinued.

To facilitate subsequent transfers, all global securities representing Book- Entry Notes which are deposited with, or on behalf of, the Depositary are registered in the name of Cede & Co. The deposit of global securities with, or on behalf of, the Depositary and their registration in the name of Cede & Co. effect no change in beneficial

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ownership. The Depositary has no knowledge of the actual Beneficial Owners; the Depositary’s records reflect only the identity of the Direct Participants to whose accounts the Book-Entry Notes are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by the Depositary 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.

Neither the Depositary nor Cede & Co. will consent or vote with respect to the global securities representing the Book-Entry Notes. Under its usual procedures, the Depositary mails an Omnibus Proxy to the Company as soon as possible after the applicable record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Book-Entry Notes are credited on the applicable record date (identified in a listing attached to the Omnibus Proxy).

Principal, any premium and interest payments on the global securities representing the Book-Entry Notes will be made in immediately available funds to the Depositary. The Depositary’s practice is to credit Direct Participants’ accounts on the applicable payment date in accordance with their respective holdings shown on the Depositary’s records unless the Depositary has reason to believe that it will not receive payment on that date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name”, and will be the responsibility of the Participant and not of the Depositary, the Trustee or the Company, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, any premium and/or interest to the Depositary is the responsibility of the Company and the Trustee, disbursement of the payments to Direct Participants is the responsibility of the Depositary, and disbursement of the payments to the Beneficial Owners is the responsibility of Direct Participants and Indirect Participants.

If applicable, redemption notices will be sent to Cede & Co. If less than all of the Book-Entry Notes of like tenor and terms are being redeemed, the Depositary’s practice is to determine by lot the amount of the interest of each Direct Participant in the affected issue to be redeemed.

A Beneficial Owner will give notice of any option to elect to have its Book-Entry Notes repaid by the Company, through its Participant, to the Trustee, and will effect delivery of the Book-Entry Notes to be repaid by causing the Direct Participant to transfer the Participant’s interest in the Book-Entry Notes, on the Depositary’s records, to the Trustee. The requirement for physical delivery of Book-Entry Notes in connection with a demand for repayment will be deemed

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satisfied when the ownership rights in the global security or securities representing the applicable Book-Entry Notes are transferred by Direct Participants on the Depositary’s records.

The Depositary may discontinue providing its services as securities depository with respect to the Book-Entry Notes at any time by giving reasonable notice to the Company or the Trustee. In the event that a successor securities depository is not obtained, certificated Notes are required to be printed and delivered. The Company may decide to discontinue use of the system of book-entry transfers through the Depositary (or a successor securities depository). In that event, certificated Notes will be printed and delivered. Unless otherwise specified in the applicable pricing supplement, Notes issued in this manner in certificated form will be issued in denominations of U.S. $1,000 and integral multiples of U.S. $1,000 in excess thereof and will be issued in registered form only, without coupons.

The information in this section concerning the Depositary and the Depositary’s system has been obtained from sources that the Company believes to be reliable, but neither the Company nor any Agent takes any responsibility for the accuracy thereof.

The Trustee

The trustee under the Senior Indenture is JPMorgan Chase Bank. JPMorgan Chase Bank also serves as trustee under other indentures pursuant to which securities of certain of the Company’s affiliates are outstanding. Affiliates of JPMorgan Chase Bank have purchased, and are likely to purchase in the future, our securities and securities of our affiliates.

Listing

The Notes will not be listed on any national or regional securities exchange.

SPECIAL PROVISIONS RELATING TO NOTES DENOMINATED IN A SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS

General

Unless otherwise specified in the applicable pricing supplement, Notes denominated in a Specified Currency other than U.S. dollars will not be sold in, or to residents of, the country issuing the Specified Currency. The information set forth in this prospectus is directed to prospective purchasers who are United States residents and, with respect to Notes denominated in a Specified Currency other than U.S. dollars, is by necessity incomplete. The Company and the Agents disclaim any responsibility to advise prospective purchasers who are residents of countries other than the United States with respect to any matters that may affect the purchase, holding or receipt of payments of principal, any premium and interest on Notes denominated in a Specified Currency other than U.S. dollars. These persons should consult their own financial and legal advisors with regard to these matters. See RISK FACTORS and IMPORTANT CURRENCY INFORMATION.

Payment of Principal, Premium and Interest

Unless otherwise specified in the applicable pricing supplement, the Company

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is obligated to make payments of principal, any premium and interest on a Note in the Specified Currency. Any amounts payable by the Company in a Specified Currency other than U.S. dollars will be converted by the Exchange Rate Agent into U.S. dollars for payment to Holders unless otherwise specified in the applicable pricing supplement or the Holder of the Note elects, in the manner described below, to receive those amounts in the Specified Currency.

The U.S. dollar amount to be received by a Holder of a Note denominated in a Specified Currency other than U.S. dollars who does not elect to receive one or more payments of principal, any premium and interest in the Specified Currency will be based on a bid quotation in New York City received by the Exchange Rate Agent as of 11:00 A.M., New York City time, on the second Business Day preceding the applicable payment date from a recognized foreign exchange dealer (which may be the Exchange Rate Agent) for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on the applicable payment date in the aggregate amount of the U.S. dollars payable to all Holders of Notes scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. If a bid quotation is not available, payments will be made in the Specified Currency. All currency exchange costs in respect of any payment will be borne by the Holder of the Note to which the payment relates by deduction from that payment.

The Holder of a Note denominated in a Specified Currency other than U.S. dollars may elect to receive payment of the principal, any premium and interest on the Note in the Specified Currency by transmitting a written request for payment to the Trustee at its Corporate Trust Office in New York City on or prior to the Regular Record Date or at least 16 calendar days prior to the Maturity Date. The written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. The Holder of a Note denominated in a Specified Currency other than U.S. dollars may elect to receive payment in the Specified Currency for all principal any premium and interest payments and need not file a separate election for each payment. This election will remain in effect until the Note is transferred or until the election is changed by written notice to the Trustee, but written notice of any change must be received by the Trustee on or prior to the Record Date or at least 16 calendar days prior to the Maturity Date. Holders of Notes denominated in a Specified Currency other than U.S. dollars whose Notes are to be held in the name of a broker or nominee should contact that broker or nominee to determine whether and how an election to receive payments in U.S. dollars may be made.

Unless otherwise specified in the applicable pricing supplement, if the Specified Currency is other than U.S. dollars, a Beneficial Owner which elects to receive payments of principal, any premium and/or interest in the Specified Currency must notify the Participant through which it owns its interest on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be, of its election. The applicable Participant must notify the Depositary of the election on or prior to the third Business Day after the applicable Record Date or at least 12 calendar days prior to the Maturity Date, as the case may be, and the Depositary will notify the Trustee of the election on or prior to the fifth Business Day after the Record

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Date or at least 10 calendar days prior to the Maturity Date, as the case may be. If complete instructions are received by the Participant from the Beneficial Owner and forwarded by the Participant to the Depositary, and by the Depositary to the Trustee, on or prior to the applicable dates, then the affected Beneficial Owner will receive payments in the Specified Currency.

In order for a Holder of a Note who has elected to receive payments of principal, any premium and interest in a Specified Currency other than U.S. dollars to receive payments by wire transfer, the Holder must designate an appropriate account with a bank located in the country of the Specified Currency. The designation should be made by filing the appropriate information with the Trustee at its Corporate Trust Office in New York City on or prior to the Record Date for an Interest Payment Date or at least 16 calendar days prior to the Maturity Date or in connection with any transfer after the 16th day. Until the Note is transferred or until the Trustee receives notice to the contrary, the Trustee will make the payments to the Holder by wire transfer to the designated account. If a payment cannot be made by wire transfer because the required information has not been received by the Trustee on or before the requisite date, a notice will be mailed to the Holder at its registered address requesting the relevant information, and no payment will be made until a designation is made. The Company will pay any administrative costs imposed by banks in connection with making wire transfers of payments, but any tax, assessment, governmental or other charges imposed upon the payments will be borne by the Holder of the Note in respect of which the payment is made and deducted from the payment.

Availability of Specified Currency

If the Specified Currency for a Note denominated in a Specified Currency other than U.S. dollars is not available for the required payment of principal, any premium and/or interest in respect thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of the Note by making the payment in U.S. dollars on the basis of the Market Exchange Rate, computed by the Exchange Rate Agent, on the second Business Day prior to payment or, if the Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate, or as otherwise specified in the applicable pricing supplement.

The Market Exchange Rate for a Specified Currency other than U.S. dollars means the noon dollar buying rate in the City of New York for cable transfers for the Specified Currency as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York. Any payment made in U.S. dollars under those circumstances where the required payment is in a Specified Currency other than U.S. dollars will not constitute an Event of Default under the Indenture with respect to the Notes.

All determinations referred to above made by the Exchange Rate Agent will be at its sole discretion and will, in the absence of manifest error, be conclusive for all purposes and binding on the Holders of Notes denominated in a Specified Currency other than U.S. dollars. See RISK FACTORS and IMPORTANT CURRENCY INFORMATION.

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Judgments

Under current New York law, a state court in the State of New York rendering a judgment in respect of a Note denominated in a Specified Currency other than U.S. dollars would be required to render the judgment in the Specified Currency, and the judgment would be converted into U.S. dollars at the exchange rate prevailing on the date of entry of the judgment. Accordingly, the Holder of the Note would be subject to exchange rate fluctuations between the date of entry of a judgment in a foreign currency and the time the amount of the foreign currency judgment is paid to the Holder in U.S. dollars and converted by the Holder into the Specified Currency. It is not certain, however, whether a non-New York state court would follow the same rules and procedures with respect to conversions of foreign currency judgments.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion represents the opinion of McGuireWoods, LLP, counsel to the Company, regarding certain United States Federal income tax consequences of the purchase, ownership and disposition of the Notes. This discussion is based upon the Internal Revenue Code of 1986, as amended (the Code), proposed and final regulations, rulings and judicial and administrative decisions in effect, all of which are subject to change possibly with retroactive effect or possible differing interpretations. This discussion deals only with Notes held as capital assets by original purchasers who are U.S. Holders (as defined below) and does not purport to deal with persons in special tax situations, such as banks, thrift institutions, real estate investment trusts, personal holding companies, insurance companies, tax-exempt organizations regulated investment companies, dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting for securities holdings, persons holding Notes as a hedge or that are hedged against interest rate or against currency risks or as a position in a straddle for tax purposes, or persons whose functional currency is not the United States dollar. This discussion does not address any state, local or foreign tax issues.

Persons considering the purchase of the Notes should consult their own tax advisors concerning the application of United States federal income tax laws to their particular situations as well as any consequences of the purchase, ownership and disposition of the Notes arising under the laws of any other taxing jurisdiction.

As used herein, the term U.S. Holder means a beneficial owner of a Note that is for United States federal income tax purposes (i) a citizen or individual resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia (other than a partnership that is not treated as a United States person under any applicable Treasury regulations), (iii) an estate whose income is subject to United States federal income tax regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust. Notwithstanding the preceding clause (iv), to the extent provided in regulations, certain trusts in existence on August 20, 1996 and treated as United States persons prior to that date that elect to

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continue to be so treated also will be considered U.S. Holders. As used herein, the term non-U.S. Holder means a beneficial owner of a Note that is not a U.S. Holder.

Payments of Interest

Except as provided below under  “—Original Issue Discount,” payments of interest on a Note generally will be taxable to a U.S. Holder as ordinary interest income at the time the payments are accrued or are received (in accordance with the U.S. Holder’s regular method of tax accounting).

Original Issue Discount

Certain Notes may be issued with original issue discount (Original Issue Discount Notes) within the meaning of section 1273(a) of the Code. The following summary is a general discussion of the United States federal income tax consequences to U.S. Holders of the purchase, ownership and disposition of Notes issued with original issue discount. The following summary is based upon final Treasury regulations (the OID Regulations) released by the Internal Revenue Service (IRS) under the original issue discount provisions of the Code.

For United States federal income tax purposes, original issue discount is the excess of the stated redemption price at maturity of a Note over its issue price, if the excess equals or exceeds a de minimis amount (generally  ¹/4 of 1% of the Note’s stated redemption price at maturity multiplied by the number of complete years to its maturity from its issue date or, in the case of a Note providing for the payment of any amount other than qualified stated interest (as defined below) prior to maturity, multiplied by the weighted average maturity

of that Note). The issue price of each Note in an issue of Notes equals the first price at which a substantial amount of the Notes of that issue has been sold (ignoring sales to bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers). The stated redemption price at maturity of a Note is the sum of all payments provided by the Note other than qualified stated interest payments. The term qualified stated interest generally means stated interest that is unconditionally payable in cash or property (other than debt instruments of the issuer) at least annually at a single fixed rate. In addition, under the OID Regulations, if a Note bears interest for one or more accrual periods at a rate below the rate applicable for the remaining term of that Note (e.g., Notes with teaser rates or interest holidays), and if the greater of either the resulting foregone interest on that Note or any “true” discount on that Note (i.e., the excess of the Note’s stated principal amount over its issue price) equals or exceeds a specified de minimis amount, then the stated interest on the Note would be treated as original issue discount rather than qualified stated interest.

Payments of qualified stated interest on a Note are taxable to a U.S. Holder as ordinary interest income at the time the payments are accrued or are received (in accordance with the U.S. Holder’s regular method of tax accounting). A U.S. Holder of an Original Issue Discount Note must include original issue discount in income as ordinary interest income for United States federal income tax purposes as it accrues under a constant yield method in advance of receipt of the cash payments attributable to that income, regardless of the U.S. Holder’s regular method of tax accounting. In general, the amount of original issue

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discount included in income by the initial U.S. Holder of an Original Issue Discount Note is the sum of the daily portions of original issue discount with respect to the Original Issue Discount Note for each day during the taxable year (or portion of the taxable year) on which the U.S. Holder held the Original Issue Discount Note. The daily portion of original issue discount on any Original Issue Discount Note is determined by allocating to each day in any accrual period a ratable portion of the original issue discount allocable to that accrual period. An accrual period may be of any length and the accrual periods may vary in length over the term of the Original Issue Discount Note, provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs either on the final day of an accrual period or on the first day of an accrual period. The amount of original issue discount allocable to each accrual period is generally equal to the difference between (i) the product of the Original Issue Discount Note’s adjusted issue price at the beginning of the applicable accrual period and its yield to maturity (determined on the basis of compounding at the close of each accrual period and appropriately adjusted to take into account the length of the particular accrual period) and (ii) the amount of any qualified stated interest payments allocable to the applicable accrual period. The adjusted issue price of an Original Issue Discount Note at the beginning of any accrual period is the sum of the issue price of the Original Issue Discount Note plus the amount of original issue discount allocable to all prior accrual periods minus the amount of any prior payments on the Original Issue Discount Note that were not qualified stated interest payments. Under these rules, U.S. Holders generally will have to include in income increasingly greater amounts of original issue discount in successive accrual periods.

A U.S. Holder who purchases an Original Issue Discount Note for an amount that is greater than its adjusted issue price as of the purchase date and less than or equal to the sum of all amounts payable on the Original Issue Discount Note after the purchase date other than payments of qualified stated interest, will be considered to have purchased the Original Issue Discount Note at an acquisition premium. Under the acquisition premium rules, the amount of original issue discount which the U.S. Holder generally must include in its gross income with respect to the Original Issue Discount Note for any taxable year (or portion thereof in which the U.S. Holder holds the Original Issue Discount Note) will be reduced (but not below zero) by the portion of the acquisition premium properly allocable to the period.

Under the OID Regulations, Floating Rate Notes and Indexed Notes (Variable Notes) are subject to special rules whereby a Variable Note will qualify as a variable rate debt instrument if, among other things, (a) its issue price does not exceed the total noncontingent principal payments due under the Variable Note by more than a specified de minimis amount and (b) it provides for stated interest, paid or compounded at least annually, at current values of (i) one or more qualified floating rates, (ii) a single fixed rate and one or more qualified floating rates, (iii) a single objective rate, or (iv) a single fixed rate and a single objective rate that is a qualified inverse floating rate.

A qualified floating rate is any variable rate where variations in the value of the rate can reasonably be expected to measure contemporaneous variations in the cost of

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newly borrowed funds in the currency in which the Variable Note is denominated. Although a multiple of a qualified floating rate will generally not itself constitute a qualified floating rate, a variable rate equal to the product of a qualified floating rate and a fixed multiple that is greater than .65 but not more than 1.35 will constitute a qualified floating rate. A variable rate equal to the product of a qualified floating rate and a fixed multiple that is greater than 0.65 but not more than 1.35, increased or decreased by a fixed rate, will also constitute a qualified floating rate. In addition, under the OID Regulations, two or more qualified floating rates that can reasonably be expected to have approximately the same values throughout the term of the Variable Note (e.g., two or more qualified floating rates with values within 25 basis points of each other as determined on the Variable Note’s issue date) will be treated as a single qualified floating rate. Notwithstanding the foregoing, a variable rate that would otherwise constitute a qualified floating rate but which is subject to one or more restrictions such as a maximum numerical limitation (i.e., a cap) or a minimum numerical limitation (i.e., a floor) may, under certain circumstances, fail to be treated as a qualified floating rate under the OID Regulations unless the cap or floor is fixed throughout the term of the Note or is not reasonably expected to affect significantly the yield on the Note. An objective rate is a rate that is not itself a qualified floating rate but which is determined using a single fixed formula and that is based on objective financial or economic information. A rate will not qualify as an objective rate if it is based on information that is within the control of the issuer (or a related party) or that is unique to the circumstances of the issuer (or a related

party), such as dividends, profits, or the value of the issuer’s stock (although a rate does not fail to be an objective rate merely because it is based on the credit quality of the issuer). A qualified inverse floating rate is any objective rate where the rate is equal to a fixed rate minus a qualified floating rate, as long as variations in the rate can reasonably be expected to inversely reflect contemporaneous variations in the qualified floating rate.

The OID Regulations also provide that if a Variable Note provides for stated interest at a fixed rate for an initial period of one year or less followed by a variable rate that is either a qualified floating rate or an objective rate and if the variable rate on the Variable Note’s issue date is intended to approximate the fixed rate (e.g., the value of the variable rate on the issue date does not differ from the value of the fixed rate by more than 25 basis points), then the fixed rate and the variable rate together will constitute either a single qualified floating rate or objective rate, as the case may be.

If a Variable Note that provides for stated interest at either a single qualified floating rate or a single objective rate throughout the term thereof qualifies as a variable rate debt instrument under the OID Regulations and if the interest on the Note is unconditionally payable in cash or property (other than debt instruments of the issuer) at least annually, then all stated interest on the Note will constitute qualified stated interest and will be taxed accordingly. Thus, a Variable Note that provides for stated interest at either a single qualified floating rate or a single objective rate throughout the term thereof and that qualifies as a variable rate debt instrument under the OID Regulations will generally not be treated as having been issued with original issue

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discount unless the Variable Note is issued at a “true” discount (i.e., at a price below the Note’s stated principal amount) in excess of a specified de minimis amount. The amount of qualified stated interest and the amount of original issue discount, if any, that accrues during an accrual period on a Variable Note is determined under the rules applicable to fixed rate debt instruments by assuming that the variable rate is a fixed rate equal to (i) in the case of a qualified floating rate or qualified inverse floating rate, the value, as of the issue date, of the qualified floating rate or qualified inverse floating rate, or (ii) in the case of an objective rate (other than a qualified inverse floating rate), a fixed rate that reflects the yield that is reasonably expected for the Variable Note. The qualified stated interest allocable to an accrual period is increased (or decreased) if the interest actually paid during an accrual period exceeds (or is less than) the interest assumed to be paid during the accrual period pursuant to the foregoing rules.

In general, any other Variable Note that qualifies as a variable rate debt instrument will be converted into an “equivalent” fixed rate debt instrument for purposes of determining the amount and accrual of original issue discount and qualified stated interest on this type of Variable Note. The OID Regulations generally require that a Variable Note be converted into an “equivalent” fixed rate debt instrument by substituting any qualified floating rate or qualified inverse floating rate provided for under the terms of that Variable Note with a fixed rate equal to the value of the qualified floating rate or qualified inverse floating rate, as the case may be, as of the Variable Note’s issue date. Any objective rate (other than a qualified inverse floating rate) provided for under the terms of the Variable Note is converted into a fixed rate that reflects the yield that is reasonably expected for the Variable Note. In the case of a Variable Note that qualifies as a variable rate debt instrument and provides for stated interest at a fixed rate in addition to either one or more qualified floating rates or a qualified inverse floating rate, the fixed rate generally is initially converted into a qualified floating rate (or a qualified inverse floating rate, if the Variable Note provides for a qualified inverse floating rate). Under these circumstances, the qualified floating rate or qualified inverse floating rate that replaces the fixed rate must be a figure so that the fair market value of the Variable Note as of the Variable Note’s issue date is approximately the same as the fair market  value of an otherwise identical debt instrument that provides for either the qualified floating rate or qualified inverse floating rate rather than the fixed rate. Subsequent to converting the fixed rate into either a qualified floating rate or a qualified inverse floating rate, the Variable Note is then converted into an “equivalent” fixed rate debt instrument in the manner described above. Once the Variable Note is converted into an “equivalent” fixed rate debt instrument pursuant to the foregoing rules, the amount of original issue discount and qualified stated interest, if any, are determined for the “equivalent” fixed rate debt instrument by applying the general original issue discount rules to the “equivalent” fixed rate debt instrument and a U.S. Holder of the Variable Note will account for the original issue discount and qualified stated interest as if the U.S. Holder held the “equivalent” fixed rate debt instrument. Appropriate adjustments will be made for each accrual period to the amount of qualified stated interest or original issue discount assumed to have been accrued or paid with respect to the “equivalent” fixed

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rate debt instrument in the event that those amounts differ from the actual amount of interest accrued or paid on the Variable Note during the accrual period.

If a Variable Note does not qualify as a variable rate debt instrument under the OID Regulations, then the Variable Note would be treated as a contingent payment debt obligation. The Treasury Department has issued final regulations (the CPDI Regulations) concerning the proper United States federal income tax treatment of contingent payment debt instruments. In general, the CPDI Regulations would cause the timing and character of income, gain or loss reported on a contingent payment debt instrument to substantially differ from the timing and character of income, gain or loss reported on a contingent payment debt instrument under general principles of current United States federal income tax law. The CPDI Regulations generally require a U.S. Holder of this type of instrument to include future contingent and noncontingent interest payments in income as the interest accrues based upon a projected payment schedule with adjustments for differences between actual

and projected contingent payments. Moreover, in general, under the CPDI Regulations, any gain recognized by a U.S. Holder on the sale, exchange, or retirement of a contingent payment debt instrument will be treated as ordinary income and all or a portion of any loss realized could be treated as ordinary loss as opposed to capital loss (depending upon the circumstances). The proper United States federal income tax treatment of any Variable Notes that are treated as contingent payment debt obligations will be more fully described in the applicable pricing supplement. Furthermore, any other special United States federal income tax considerations, not otherwise discussed herein, which are applicable to any particular issue of Notes will be discussed in the applicable pricing supplement.

Certain of the Notes (i) may be redeemable at the option of the Company prior to their Stated Maturity Date (a call option) and/or (ii) may be repayable at the option of the holder prior to their Stated Maturity Date (a put option). Notes containing these features may be subject to rules that differ from the general rules discussed above. Investors intending to purchase Notes with these features should consult their own tax advisors, since the original issue discount consequences will depend, in part, on the particular terms and features of the purchased Notes.

U.S. Holders may generally, upon election, include in income all interest (including stated interest, acquisition discount, original issue discount, de minimis original issue discount, market discount, de minimis market discount, and unstated interest, as adjusted by any amortizable bond premium or acquisition premium) that accrues on a debt instrument by using the constant yield method applicable to original issue discount, subject to certain limitations and exceptions.

Short-Term Notes

In general, an individual or other cash method U.S. Holder is not required to accrue original issue discount on Notes that have a fixed maturity of one year or less (Short-Term Notes) unless the U.S. Holder elects to do so. If the election is not made, any gain recognized by the U.S. Holder on the sale, exchange or maturity of the Short-Term Note will be ordinary income to the extent of the original issue discount accrued on a

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straight-line basis, or upon election under the constant yield method (based on daily compounding), through the date of sale, exchange or maturity, and a portion of the deductions otherwise allowable to the U.S. Holder for interest on borrowings allocable to the Short-Term Note will be deferred until a corresponding amount of income is realized. U.S. Holders who report income for United States federal income tax purposes under the accrual method, and certain other holders including banks and dealers in securities, are required to accrue original issue discount on a Short-Term Note on a straight-line basis unless an election is made to accrue the original issue discount under a constant yield method (based on daily compounding).

Market Discount

If a U.S. Holder purchases a Note, other than an Original Issue Discount Note, for an amount that is less than its stated redemption price at maturity) or, in the case of an Original Issue Discount Note, for an amount that is less than its revised issue price as of the purchase date, the U.S. Holder will be treated as having purchased the Note at a market discount, unless the market discount is less than a specified de minimis amount.

Under the market discount rules, a U.S. Holder will be required to treat any partial principal payment (or, in the case of an Original Issue Discount Note, any payment that does not constitute qualified stated interest) on, or any gain realized on the sale, exchange, retirement or other disposition of, a Note as ordinary income to the extent of the lesser of (i) the amount of the payment or realized gain or (ii) the market discount which has not previously been included in income and is treated as having accrued on the Note at the time of the payment or disposition. Market discount will be considered to accrue ratably during the period from the date of acquisition to the maturity date of the Note, unless the U.S. Holder elects to accrue market discount on the basis of semiannual compounding. A U.S. Holder may be required to defer the deduction of all or a portion of the interest paid or accrued on any indebtedness incurred or maintained to purchase or carry a Note with market discount until the maturity of the Note or certain earlier dispositions, because a current deduction is only allowed to the extent the interest expense exceeds an allocable portion of market discount. A U.S. Holder may elect to include market discount in income currently as it accrues (on either a ratable or semiannual compounding basis), in which case the rules described above regarding the treatment as ordinary income of gain upon the disposition of the Note and upon the receipt of certain cash payments and regarding the deferral of interest deductions will not apply. Generally, this currently included market discount is treated as ordinary interest for United States federal income tax purposes. This election will apply to all debt instruments acquired by the U.S. Holder on or after the first day of the first taxable year to which the election applies and may be revoked only with the consent of the IRS.

Premium

If a U.S. Holder purchases a Note for an amount that is greater than the sum of all amounts payable on the Note after the purchase date other than payments of qualified stated interest, the U.S. Holder will be considered to have purchased the Note with amortizable bond premium equal in amount to the excess. A U.S. Holder may

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elect to amortize the premium using a constant yield method over the remaining term of the Note and may offset interest otherwise required to be included in respect of the Note during any taxable year by the amortized amount of the excess for the taxable year. However, if the Note may be optionally redeemed after the U.S. Holder acquires it at a price in excess of its stated redemption price at maturity, special rules would apply which could result in a deferral of the amortization of some bond premium until later in the term of the Note. Any election to amortize bond premium applies to all taxable debt instruments acquired by the U.S. Holder on or after the first day of the first taxable year to which the election applies and may be revoked only with the consent of the IRS.

Disposition of a Note

Except as discussed above, upon the sale, exchange or retirement of a Note, a U.S. Holder generally will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange or retirement (other than amounts representing accrued and unpaid interest) and the U.S. Holder’s adjusted tax basis in the Note. A U.S. Holder’s adjusted tax basis in a Note generally will equal the U.S. Holder’s initial investment in the Note increased by any original issue discount included in income (and accrued market discount, if any, if the U.S. Holder has included that market discount in income) and decreased by the amount of any payments, other than qualified stated interest payments, received and amortizable bond premium taken with respect to the Note. This gain or loss generally will be long-term capital gain or loss if the Note is held for more than one year. Non-corporate taxpayers are subject to reduced maximum rates on long-term capital gains and are generally subject to tax at ordinary income rates on net short-term capital gains. The deductibility of capital losses is subject to certain limitations. Prospective investors should consult their own tax advisors concerning these tax law provisions.

Notes Payable in a Currency other than U.S. Dollars

Cash Method

A U.S. Holder who uses the cash method of accounting for United States federal income tax purposes and who receives a payment of interest on a Note (other than original issue discount or market discount) will be required to include in income the U.S. dollar value of the foreign currency payment (determined on the date the payment is received) regardless of whether the payment is in fact converted to U.S. dollars at that time, and the U.S. dollar value will be the U.S. Holder’s tax basis in the foreign currency.

Accrual Method

A U.S. Holder who uses the accrual method of accounting for United States federal income tax purposes, or who otherwise is required to accrue interest prior to receipt, will be required to include in income the U.S. dollar value of the amount of interest income (including original issue discount or market discount and reduced by amortizable bond premium to the extent applicable) that has accrued and is otherwise required to be taken into account with respect to a Note during an accrual period. The U.S. dollar value of the accrued income will be determined by translating the income at the average rate of exchange for the accrual period or, with respect to an accrual period that spans two taxable years, at the

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average rate for the partial period within the taxable year. A U.S. Holder may elect, however, to translate the accrued interest income using the rate of exchange on the last day of the accrual period or, with respect to an accrual period that spans two taxable years, using the rate of exchange on the last day of the taxable year. If the last day of an accrual period is within five business days of the date of receipt of the accrued interest, a U.S. Holder may translate the interest using the rate of exchange on the date of receipt. The above election will apply to all debt instruments held by the U.S. Holder at the beginning of the taxable year to which the election applies and to all debt instruments subsequently acquired by the U.S. Holder. The election may not be changed without the consent of the IRS. A U.S. Holder should consult a tax advisor before making the above election. A U.S. Holder will recognize exchange gain or loss (which will be treated as ordinary income or loss) with respect to accrued interest income on the date the income is received (regardless of whether the payment is actually converted to U.S. dollars). The amount of ordinary income or loss recognized will equal the difference, if any, between the U.S. dollar value of the foreign currency payment received (determined on the date the payment is received) in respect of the applicable accrual period and the U.S. dollar value of interest income that has accrued during the accrual period (as determined above).

Purchase, Sale and Retirement of Notes

A U.S. Holder who purchases a Note with previously owned foreign currency will recognize ordinary income or loss in an amount equal to the difference, if any, between the U.S. Holder’s tax basis in the foreign currency and the U.S. dollar fair market value of the foreign currency used to purchase the Note, determined on the date of purchase.

Except as discussed above with respect to Short-Term Notes, upon the sale, exchange or retirement of a Note, a U.S. Holder will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange or retirement and the U.S. Holder’s adjusted tax basis in the Note. This gain or loss generally will be capital gain or loss (except to the extent of any accrued market discount not previously included in the U.S. Holder’s income) and will be long-term capital gain or loss if at the time of sale, exchange or retirement the Note has been held by the U.S. Holder for more than one year. To the extent the amount realized represents accrued but unpaid interest, however, these amounts must be taken into account as interest income (to the extent not previously taken into income under the accrual method), with exchange gain or loss computed as described in “—Notes Payable In A Currency Other Than U.S. Dollars—Accrual Method” above. If a U.S. Holder receives foreign currency on this type of sale, exchange or retirement the amount realized will be based on the U.S. dollar value of the foreign currency on the date the payment is received or the Note is disposed of (or deemed disposed of as a result of a material change in the terms of the Note), depending on the U.S. Holder’s method of accounting. In the case of a Note that is denominated in foreign currency and is traded on an established securities market, a cash basis U.S. Holder (or, upon election, an accrual basis U.S. Holder) will determine the U.S. dollar value of the amount realized by translating the foreign currency payment at the spot rate of exchange on the settlement date of the sale. A U.S. Holder’s adjusted

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tax basis in a Note generally will equal the cost of the Note to that holder, increased by the amounts of any market discount or original issue discount previously included in income by the holder with respect to the Note and reduced by any amortized acquisition or other premium and any principal payments received by the holder. A U.S. Holder’s tax basis in a Note, and the amount of any subsequent adjustments to the holder’s tax basis, will be the U.S. dollar value of the foreign currency amount paid for the Note, or of the foreign currency amount of the adjustment, determined on the date of the purchase or adjustment.

Gain or loss realized upon the sale, exchange or retirement of a Note that is attributable to fluctuations in currency exchange rates will be ordinary income or loss which will not be treated as interest income or expense. Gain or loss attributable to fluctuations in exchange rates (exclusive of exchange gain or loss, if any, with respect to accrued interest) will equal the difference between the U.S. dollar value of the foreign currency principal amount of the Note, determined on the date the payment is received or the Note is disposed of, and the U.S. dollar value of the foreign currency principal amount of the Note, determined on the date the U.S. Holder acquired the Note. Such foreign currency gain or loss will be recognized only to the extent of the total gain or loss realized by the U.S. Holder on the sale, exchange or retirement of the Note.

Original Issue Discount

In the case of an Original Issue Discount Note or Short-Term Note, (i) original issue discount is determined in units of the foreign currency, (ii) accrued original issue discount is translated into U.S. dollars as described in “—Notes Payable In A Currency Other Than U.S. Dollars— Accrual Method” above and (iii) the amount of foreign currency gain or loss on the accrued original issue discount is determined by comparing the amount of income received attributable to the discount (either upon payment, maturity or an earlier disposition), as translated into U.S. dollars at the rate of exchange on the date of the receipt, with the amount of original issue discount accrued, as translated above.

Premium and Market Discount

In the case of a Note with market discount, (i) market discount is determined in units of the foreign currency, (ii) accrued market discount taken into account upon the receipt of any partial principal payment or upon the sale, exchange, retirement or other disposition of the Note (other than accrued market discount required to be taken into account currently) is translated into U.S. dollars at the exchange rate on the disposition date (and no part of the accrued market discount is treated as exchange gain or loss) and (iii) accrued market discount currently includible in income by a U.S. Holder for any accrual period is translated into U.S. dollars on the basis of the average exchange rate in effect during the applicable accrual period, and the exchange gain or loss is determined upon the receipt of any partial principal payment or upon the sale, exchange, retirement or other disposition of the Note in the manner described in “—Notes Payable In A Currency Other Than U.S. Dollars—Accrual Method” above with respect to computation of exchange gain or loss on accrued interest.

With respect to a Note acquired with amortizable bond premium, the premium is determined in the relevant foreign currency and reduces interest income in units of the

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foreign currency. Although not entirely clear, a U.S. Holder should recognize exchange gain or loss equal to the difference between the U.S. dollar value of the bond premium amortized with respect to a period, determined on the date the interest attributable to that period is received, and the U.S. dollar value of the bond premium determined on the date of the acquisition of the Note.

Exchange of Foreign Currencies

A U.S. Holder will have a tax basis in any foreign currency received as interest or on the sale, exchange or retirement of a Note equal to the U.S. dollar value of that foreign currency, determined at the time the interest is received or at the time of the sale, exchange or retirement. Any gain or loss realized by a U.S. Holder on a sale or other disposition of foreign currency (including its exchange for U.S. dollars or its use to purchase Notes) will be ordinary income or loss.

Backup Withholding

Backup withholding of United States Federal income tax may apply to payments made in respect of the Notes to registered owners who are not exempt recipients and who fail to provide their taxpayer identification number, provide an incorrect taxpayer identification number, fail to report interest, dividends or other reportable payments properly or, under certain circumstances, fail to provide a certified statement of exemption from backup withholding. Generally, individuals are not exempt recipients, but corporations and certain other entities are exempt recipients. Payments made in respect of the Notes to a U.S. Holder as well as the accrual of interest on Original Issue Discount Notes, must generally be reported to the IRS, unless the U.S. Holder is an exempt recipient.

In addition, upon the sale of a Note by a U.S. Holder to (or through) a broker, the purchase price would be subject to backup withholding, unless either (i) the broker determines that the seller is a corporation or other exempt recipient or (ii) the seller provides, in the required manner, certain identifying information. This type of sale must also generally be reported by the broker to the IRS, unless the broker determines that the seller is an exempt recipient.

Any amounts withheld under the backup withholding rules from a payment to a beneficial owner would be allowed as a refund or a credit against the beneficial owner’s United States federal income tax provided the required information is furnished to the IRS.

PLAN OF DISTRIBUTION

The Notes are being offered on a continuing basis for sale by the Company through [insert Agents] (the Agents), who have agreed to use their best efforts to solicit purchases of the Notes.

The Agents, individually or in a syndicate, may purchase Notes, as principal, from us from time to time for resale to investors and other purchasers at varying prices relating to prevailing market prices at the time of resale as determined by the applicable Agent or, if so specified in the applicable pricing supplement, for resale at a fixed offering price. However, we may agree with an Agent for that Agent to use its best efforts on an agency basis on our behalf to solicit offers to purchase Notes at 100% of the principal amount thereof, unless

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otherwise specified in the applicable pricing supplement. We will pay a commission to an Agent, ranging from 0.125% to 0.750% of the principal amount of each Note, depending upon its stated maturity, sold through that Agent as our agent. We will negotiate commissions with respect to Notes with stated maturities in excess of 30 years that are sold through an Agent as our agent at the time of the related sale.

In addition, we estimate our expenses incurred in connection with the offering and sale of the Notes, including reimbursement of certain of the Agents’ expenses, will total approximately $175,000.

Unless otherwise specified in the applicable pricing supplement, any Note sold to an Agent as principal will be purchased by that Agent at a price equal to 100% of the principal amount thereof less a percentage of the principal amount equal to the commission applicable to an agency sale of a Note of identical maturity. An Agent may sell Notes it has purchased from us as principal to certain dealers less a concession equal to all or any portion of the discount received in connection with that purchase. An Agent may allow, and dealers may reallow, a discount to certain other dealers. After the initial offering of Notes, the offering price (in the case of Notes to be resold on a fixed offering price basis), the concession and the reallowance may be changed.

The Company reserves the right to withdraw, cancel or modify the offering of Notes at any time without notice and may reject orders in whole or in part whether placed directly with the Company or through the Agents. Each Agent will have the right, exercisable in its reasonable discretion, to reject any proposed purchase of Notes in whole or in part.

The Notes are a new issue of securities with no established trading market. The Notes will not be listed on any national or regional securities exchange. The Agents have informed the Company that they intend to make a market in the Notes, but are under no obligation to do so and any Agent may cease making a market in the Notes at any time. Therefore, no assurance can be given that a trading market for the Notes will exist in the future.

In connection with an offering of Notes purchased by one or more Agents as principal on a fixed offering price basis, the applicable Agent(s) will be permitted to engage in certain transactions that stabilize the price of Notes. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of Notes. If the Agent creates or the Agents create, as the case may be, a short position in Notes, i.e., if it sells or they sell Notes in an aggregate principal amount exceeding that set forth in the applicable pricing supplement, the applicable Agent(s) may reduce that short position by purchasing Notes in the open market. In general, purchases of Notes for the purpose of stabilization or to reduce a short position could cause the price of Notes to be higher than it might be in the absence of those purchases.

Neither the Company nor any of the Agents makes any representation or prediction as to the direction or magnitude of any effect that the transactions described in the immediately preceding paragraph may have on the price of Notes. In addition, neither the Company nor any of the Agents makes any representation that the Agents will engage in any stabilizing transactions or that these transactions, once commenced, will not be discontinued without notice.

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The Agents may be deemed to be “underwriters” within the meaning of the Securities Act of 1933. The Company has agreed to indemnify the Agents against certain liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the Agents may be required to make in respect thereof. The Company has agreed to reimburse the Agents for certain other expenses.

Each of the Agents and their affiliates from time to time may have provided investment banking services or financial services to the Company or its affiliates, and may do so in the future.

Some of the Agents or their affiliates hold and may in the future hold our commercial paper and may receive a portion of the net proceeds of an offering of Notes where we use such proceeds to refund commercial paper. See USE OF PROCEEDS. If more than 10% of the net proceeds of an offering of the Notes is to be paid to such Agents or their affiliates, the NASD Conduct Rules require that the offering be conducted by the Agents in compliance with NASD Rule 2710(c)(8).

[JPMorgan Chase Bank, the Trustee under the Indenture, is an affiliate of J.P. Morgan Securities Inc.]

From time to time, we may sell other securities referred to in the accompanying prospectus, and the amount of Notes offered hereby may be reduced as a result of these sales.

LEGAL OPINIONS

Certain legal matters in connection with the Notes will be passed upon for the Company by McGuireWoods LLP, Richmond, Virginia, and for the Agents, by Troutman Sanders LLP, Richmond, Virginia, who also performs certain legal services for the Company and its affiliates on other matters.

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U.S. $2,000,000,000

VIRGINIA ELECTRIC AND POWER COMPANY

Medium-Term Notes, Series H

PROSPECTUS SUPPLEMENT

PART II

Item 14. Other Expenses of Issuance and Distribution.

Securities and Exchange Commission Fee	$	184,000
Fees and Expenses of Trustee		45,000
Printing Expenses		200,000
Counsel Fees		150,000
Rating Agency Fees		250,000
Accountant Fees		100,000
Recording Taxes, Fees and Expenses		80,000
Listing Fees		75,000
Miscellaneous		96,000
Total	$	1,180,000

Item 15. Indemnification of Directors and Officers.

Article VI of the Restated Articles of Incorporation, as amended, of the registrant provides that the registrant shall indemnify its directors and officers to the fullest extent permitted by law. Article 10, Chapter 9, Title 13.1 of the Code of Virginia of 1950, as amended, permits indemnification of directors and officers, but does not permit indemnification against willful misconduct or a knowing violation of the criminal law. The registrant maintains director and officer liability insurance protecting the registrant’s directors and officers against certain claims resulting from their service in such capacities, and the registrant from the liability assumed by it in accordance with Article VI of its Restated Articles of Incorporation, as amended. The current policy covers all occurrences during the period ended September 1, 2002, and is expected to be renewed in the ordinary course of business. In general, the policy provides coverage for any misstatement, misleading statement, act, omission, neglect or breach of duty committed or attempted by a director or officer, but excludes, among other things, acts of deliberate dishonesty, and acts for personal profit or advantage to which the director or officer was not entitled.

Item 16. Exhibits.

Exhibit No.	Description of Document
1.1	Form of Underwriting Agreement (filed herewith) (note: The form filed herewith is for Senior Debt Securities. A similar form will be used for Preferred Stock, Trust Preferred Securities or Mortgage Bonds with appropriate conforming changes).
1.2	Form of Distribution Agreement for offering of Medium-Term Notes, Series H.
4.1	Restated Articles of Incorporation as amended, as in effect on January 11, 2002 (incorporated by reference from Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).
4.2	Bylaws as amended, as in effect on April 28, 2000 (incorporated by reference from Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, File No. 1-2255).
4.3	Senior Indenture between the Company and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), dated as of June 1, 1998 as supplemented by six Supplemental Indentures (incorporated by reference from Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, File No. 1-2255).
4.4	Subordinated Note Indenture, dated as of August 1, 1995 between Virginia Electric and Power Company and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee (incorporated by reference from Exhibit 4(a) to the Company’s Registration Statement on Form S-3 No. 333-20561 as filed on January 28, 1997).

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Exhibit No.	Description of Document
4.5	Indenture of Mortgage of the Company, dated November 1, 1935, as supplemented and modified by fifty-eight Supplemental Indentures (incorporated by reference from Exhibit 4(ii) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1985, File No. 1-2255).
4.6	Form of Eighty-Sixth Supplemental Indenture to Indenture of Mortgage (incorporated by reference from Exhibit 4(ix) to the Company’s Registration Statement on Form S-3, No. 333-38510, as filed on June 2, 2000).
4.7	Form of Guarantee Agreement to be delivered by Virginia Electric and Power Company (incorporated by reference from Exhibit 4(x) to the Company’s Registration Statement on Form S-3 No. 333-38510, as filed on June 2, 2000).
4.8	Certificate of Trust of Virginia Power Capital Trust II (incorporated by reference from Exhibit 4(xi) to the Company’s Registration Statement on Form S-3 No. 333-38510 as filed on June 2, 2000).
4.9	Trust Agreement of Virginia Power Capital Trust II, dated May 26, 2000 (incorporated by reference from Exhibit 4(xii) to the Company’s Registration Statement on Form S-3 No. 333-38510 as filed on June 2, 2000).
4.10	Form of Amended and Restated Trust Agreement of Virginia Power Capital Trust II (incorporated by reference from Exhibit 4(xiii) to the Company’s Registration Statement on Form S-3 No. 333-38510 as filed on June 2, 2000).
4.11	Form of Agreement as to Expenses and Liabilities (incorporated by reference from Exhibit 4(xiv) to the Company’s Registration Statement on Form S-3 No. 333-38510 as filed on June 2, 2000).
4.12	Form of Fixed Rate Medium-Term Note, Series H (filed herewith).
4.13	Form of Floating Rate Medium-Term Note, Series H (filed herewith).
5.1	Opinion of McGuireWoods LLP, counsel to the Issuer, with respect to the Offered Securities.
5.2	Opinion of Richards, Layton & Finger, Delaware counsel to the Issuer, with respect to certain Offered Securities.
12.1	Computation of Ratio of Earnings to Fixed Charges.
12.2	Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.
23.1	Consent of McGuireWoods LLP (contained in Exhibit 5.1).
23.2	Consent of Richards, Layton & Finger (contained in Exhibit 5.2).
23.3	Consent of Jackson & Kelly PLLC.
23.4	Consent of Deloitte & Touche LLP.
24	Powers of Attorney (included herein).
25.1	Statement of Eligibility of JPMorgan Chase Bank for the Senior Debt Securities.
25.2	Statement of Eligibility of JPMorgan Chase Bank for the Junior Subordinated Notes.
25.3	Statement of Eligibility of JPMorgan Chase Bank for the Guarantee of Virginia Power Capital Trust II.
25.4	Statement of Eligibility of JPMorgan Chase Bank for the Virginia Power Capital Trust II Trust Preferred Securities.
25.5	Statement of Eligibility of JPMorgan Chase Bank for the Mortgage Bonds.

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Item 17. Undertakings.

(a) The undersigned registrant 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;

(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;

(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;

Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment 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.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each 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 against such liabilities (other than the payment by a 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.

II-3

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 Registration Statement to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Richmond, the Commonwealth of Virginia, on the 23rd day of July, 2002.

VIRGINIA ELECTRIC AND POWER COMPANY
By	/s/    THOS. E. CAPPS
	(Thos. E. Capps, Chairman of the Board of Directors)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities stated below and on the 23rd day of July, 2002. The officers and directors whose signatures appear below hereby constitute Patricia A. Wilkerson, Karen W. Doggett, James F. Stutts or Mark O. Webb, any one of whom may act, as their true and lawful attorneys-in-fact, with full power to sign on their behalf individually and in each capacity stated below and file all amendments and post-effective amendments to the registration statement making such changes in the registration statement as the registrant deems appropriate, and file any registration statement registering additional securities under Rule 462(b)(3) of the Securities Act of 1933, and generally to do all things in their name in their capacities as officers and directors to enable the registrant to comply with the provisions of the Securities Act of 1933 and all requirements of the Securities and Exchange Commission.

Signatures	Title
/s/    THOS. E. CAPPS         Thos. E. Capps	Chairman of the Board of Directors
/s/    THOMAS F. FARRELL, II         Thomas F. Farrell, II	Chief Executive Officer and Director
/s/    EDGAR M. ROACH, JR.         Edgar M. Roach, Jr.	President, Chief Executive Officer and Director
/s/    G. SCOTT HETZER         G. Scott Hetzer	Senior Vice President and Treasurer (Principal Financial Officer)
/s/    STEVEN A. ROGERS         Steven A. Rogers	Vice President and Controller (Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, Virginia Power Capital Trust II has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, the Commonwealth of Virginia, on the 23rd day of July 2002.

VIRGINIA POWER CAPITAL TRUST II By Virginia Electric and Power Company, as Sponsor
By:	/s/    G. SCOTT HETZER
Name:	G. Scott Hetzer, Senior Vice President and       Treasurer

II-4

INDEX TO EXHIBITS

Exhibit No.	Description of Document
1.1	Form of Underwriting Agreement (filed herewith) (note: The form filed herewith is for Senior Debt Securities. A similar form will be used for Preferred Stock, Trust Preferred Securities or Mortgage Bonds with appropriate conforming changes).
1.2	Form of Distribution Agreement for offering of Medium-Term Notes, Series H.
4.1	Restated Articles of Incorporation as amended, as in effect on January 11, 2002 (incorporated by reference from Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).
4.2	Bylaws as amended, as in effect on April 28, 2000 (incorporated by reference from Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, File No. 1-2255).
4.3	Senior Indenture between the Company and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), dated as of June 1, 1998 as supplemented by six Supplemental Indentures (incorporated by reference from Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, File No. 1-2255).
4.4	Subordinated Note Indenture, dated as of August 1, 1995 between Virginia Electric and Power Company and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee (incorporated by reference from Exhibit 4(a) to the Company’s Registration Statement on Form S-3 No. 333-20561 as filed on January 28, 1997).
4.5	Indenture of Mortgage of the Company, dated November 1, 1935, as supplemented and modified by fifty-eight Supplemental Indentures incorporated by reference from Exhibit 4(ii) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1985, File No. 1-2255.
4.6	Form of Eighty-Sixth Supplemental Indenture to Indenture of Mortgage (incorporated by reference from Exhibit 4(ix) to the Company’s Registration Statement on Form S-3, No. 333-38510, as filed on June 2, 2000).
4.7	Form of Guarantee Agreement to be delivered by Virginia Electric and Power Company (incorporated by reference from Exhibit 4(x) to the Company’s Registration Statement on Form S-3 No. 333-38510, as filed on June 2, 2000).
4.8	Certificate of Trust of Virginia Power Capital Trust II (incorporated by reference from Exhibit 4(xi) to the Company’s Registration Statement on Form S-3 No. 333-38510 as filed on June 2, 2000).
4.9	Trust Agreement of Virginia Power Capital Trust II, dated May 26, 2000 (incorporated by reference from Exhibit 4(xii) to the Company’s Registration Statement on Form S-3 No. 333-38510 as filed on June 2, 2000).
4.10	Form of Amended and Restated Trust Agreement of Virginia Power Capital Trust II (incorporated by reference from Exhibit 4(xiii) to the Company’s Registration Statement on Form S-3 No. 333-38510 as filed on June 2, 2000).
4.11	Form of Agreement as to Expenses and Liabilities (incorporated by reference from Exhibit 4(xiv) to the Company’s Registration Statement on Form S-3 No. 333-38510 as filed on June 2, 2000).
4.12	Form of Fixed Rate Medium-Term Note, Series H (filed herewith).
4.13	Form of Floating Rate Medium-Term Note, Series H (filed herewith).
5.1	Opinion of McGuireWoods LLP, counsel to the Issuer, with respect to the Offered Securities.
5.2	Opinion of Richards, Layton & Finger, Delaware counsel to the Issuer, with respect to certain Offered Securities.
12.1	Computation of Ratio of Earnings to Fixed Charges.

II-5

Exhibit No.	Description of Document
12.2	Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.
23.1	Consent of McGuireWoods LLP (contained in Exhibit 5.1).
23.2	Consent of Richards, Layton & Finger (contained in Exhibit 5.2).
23.3	Consent of Jackson & Kelly PLLC.
23.4	Consent of Deloitte & Touche LLP.
24	Powers of Attorney (included herein).
25.1	Statement of Eligibility of JPMorgan Chase Bank for the Senior Debt Securities.
25.2	Statement of Eligibility of JPMorgan Chase Bank for the Junior Subordinated Notes.
25.3	Statement of Eligibility of JPMorgan Chase Bank for the Guarantee of Virginia Power Capital Trust II.
25.4	Statement of Eligibility of JPMorgan Chase Bank for the Virginia Power Capital Trust II Trust Preferred Securities.
25.5	Statement of Eligibility of JPMorgan Chase Bank for the Mortgage Bonds.

II-6

EX-1.1

                                 $____0,000,000

                       VIRGINIA ELECTRIC AND POWER COMPANY

               200__ Series __ _____% Senior Notes, Due __________

                             UNDERWRITING AGREEMENT


                                                        __________


____________________
         as Representative for the Underwriters
         listed in Schedule I hereto

____________________
____________________
____________________

Ladies and Gentlemen:

         The undersigned, Virginia Electric and Power Company (the "Company"),
hereby confirms its agreement with the several Underwriters named in Schedule I
hereto (the "Agreement") with respect to the issuance and sale to the several
Underwriters of certain of the Company's Senior Notes (the "Senior Notes")
specified in Schedule II hereto, and the public offering thereof by the several
Underwriters, upon the terms specified in Schedule II hereto.

         1. Underwriters and Representatives. The term "Underwriters" as used
herein shall be deemed to mean the several persons, firms or corporations
(including the Representatives hereinafter mentioned) named in Schedule I
hereto, and the term "Representatives" as used herein shall be deemed to mean
the Representatives to whom this Agreement is addressed, who by signing this
Agreement represent that they have been authorized by the other Underwriters to
execute this Agreement on their behalf and to act for them in the manner herein
provided. If there shall be only one person, firm or corporation named as an
addressee above, the term "Representatives" as used herein shall mean that
person, firm or corporation. If there shall be only one person, firm or
corporation named in Schedule I hereto, the term "Underwriters" as used herein
shall mean that person, firm or corporation. All obligations of the Underwriters
hereunder are several and not joint. Unless otherwise stated, any action under
or in respect of this Agreement taken by the Representatives will be binding
upon all the Underwriters.

         2. Description of the Senior Notes. Schedule II specifies the aggregate
principal amount of the Senior Notes, the initial public offering price of the
Senior Notes, the purchase price to be paid by the Underwriters, and any
concession from the initial public offering price to be allowed to dealers or
brokers, and sets forth the date, time and manner of delivery of the Senior
Notes and payment therefor. Schedule II also specifies (to the extent not set
forth in Sections 4 and 5 herein, the Registration Statement and Prospectus
referred to below) the terms and provisions for the purchase of such Senior
Notes. The Senior Notes will be issued under the Company's Senior



Indenture dated as of June 1, 1998 between the Company and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Trustee (the "Trustee"), as
previously supplemented and as further supplemented by a _____ Supplemental
Indenture dated as of __________ (collectively, the "Indenture").

         3.       Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, the Underwriters that:

                  (a) A registration statement, No. __________ on Form S-3 for
         the registration of the Senior Notes under the Securities Act of 1933,
         as amended (the "Securities Act"), heretofore filed with the Securities
         and Exchange Commission (the "Commission") has become effective. The
         registration statement, including all exhibits thereto, as amended
         through the date hereof, is hereinafter referred to as the
         "Registration Statement"; the prospectus dated __________, relating to
         the Senior Debt Securities and other securities included in the
         Registration Statement, which prospectus is now proposed to be
         supplemented by a prospectus supplement relating to the Senior Notes to
         be filed with the Commission under the Securities Act, as completed and
         as so supplemented, is hereinafter referred to as the "Prospectus". As
         used herein, the terms "Registration Statement" and "Prospectus"
         include all documents (including any Current Report on Form 8-K)
         incorporated therein by reference, and shall include any documents
         (including any Current Report on Form 8-K) filed after the date of such
         Registration Statement or Prospectus and incorporated therein by
         reference from the date of filing of such incorporated documents
         (collectively, "the Incorporated Documents").

                  (b) No order suspending the effectiveness of the Registration
         Statement or otherwise preventing or suspending the use of the
         Prospectus has been issued by the Commission and is in effect and no
         proceedings for that purpose are pending before or, to the knowledge of
         the Company, threatened by the Commission. The Registration Statement
         and the Prospectus comply in all material respects with the provisions
         of the Securities Act, the Securities Exchange Act of 1934, as amended
         (the "Securities Exchange Act"), the Trust Indenture Act of 1939, as
         amended (the "Trust Indenture Act"), and the rules, regulations and
         releases of the Commission (the "Rules and Regulations") and, neither
         the Registration Statement on the date it was declared effective (the
         "Effective Date") nor the Prospectus on the date hereof contained or
         contains an untrue statement of a material fact or omitted or omits to
         state a material fact required to be stated therein or necessary to
         make the statements therein not misleading, and, on the Closing Date
         (as defined below), the Registration Statement and the Prospectus
         (including any amendments and supplements thereto) will conform in all
         respects to the requirements of the Securities Act, the Trust Indenture
         Act and the Rules and Regulations, and neither of such documents will
         include 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; provided, that the foregoing
         representations and warranties in this Section 3(b) shall not apply to
         statements in or omissions from the Registration Statement or the
         Prospectus made in reliance upon information furnished herein or in
         writing to the Company by the Underwriters or on the Underwriters'
         behalf through the Representatives for use in the Registration
         Statement or Prospectus or the part of the Registration Statement which
         constitutes the Trustee's

                                      -2-



         Statement of Eligibility under the Trust Indenture Act; and provided,
         further, that the foregoing representations and warranties are given on
         the basis that any statement contained in an Incorporated Document
         shall be deemed not to be contained in the Registration Statement or
         Prospectus if the statement has been modified or superseded by any
         statement in a subsequently filed Incorporated Document or in the
         Registration Statement or Prospectus or in any amendment or supplement
         thereto.

                  (c) Except as reflected in, or contemplated by, the
         Registration Statement and Prospectus (exclusive of any amendments or
         supplements after the date hereof), since the respective most recent
         dates as of which information is given in the Registration Statement
         and Prospectus (exclusive of any amendments or supplements after the
         date hereof), there has not been any material adverse change or event
         which would result in a material adverse effect on the condition of the
         Company and its subsidiaries taken as a whole, financial or otherwise
         (a Material Adverse Effect). The Company and its subsidiaries taken as
         a whole have no material contingent financial obligation which is not
         disclosed in the Registration Statement and the Prospectus.

                  (d) Deloitte & Touche LLP who have certified certain of the
         Company's financial statements filed with the Commission and
         incorporated by reference in the Registration Statement are independent
         public accountants as required by the Securities Act and the rules and
         regulations relating to the Securities Act.

                  (e) There are no Significant Subsidiaries of the Company as
         such term is defined in Rule 1-02 of Regulation S-X.

                  (f) The execution, delivery and performance of this Agreement,
         the Indenture and the Senior Notes and the consummation of the
         transactions contemplated in this Agreement and in the Registration
         Statement (including the issuance and sale of the Senior Notes and the
         use of the proceeds from the sale of the Senior Notes as described in
         the Prospectus under the caption "Use of Proceeds") and compliance by
         the Company with its obligations under this Agreement, the Indenture
         and the Senior Notes do not and will not, whether with or without the
         giving of notice or lapse of time or both, conflict with or constitute
         a breach of, or default under or result in the creation or imposition
         of any lien, charge or encumbrance upon any property or assets of the
         Company or any subsidiary pursuant to any contract, indenture,
         mortgage, deed of trust, loan or credit agreement, note, lease or any
         other agreement or instrument, to which the Company or any subsidiary
         is a party or by which it or any of them may be bound, or to which any
         of the property or assets of the Company or any subsidiary is subject
         (except for such conflicts, breaches or defaults or liens, charges or
         encumbrances that would not have a Material Adverse Effect and except
         that any assets acquired as described in the Prospectus under "Use of
         Proceeds" will become subject to the lien of the Company's first and
         refinancing mortgage bonds indenture), nor will such action result in
         any violation of the provisions of the charter or bylaws of the Company
         or any subsidiary, or any applicable law, statute, rule, regulation,
         judgment, order, writ or decree of any government, government
         instrumentality or court, domestic or foreign, having jurisdiction over
         the Company or any subsidiary or any of their respective properties,

                                      -3-



         assets or operations, and the Company has full power and authority to
         authorize, issue and sell the Senior Notes as contemplated by this
         Agreement.

                  (g) The Company is not, and, after giving effect to the
         offering and sale of the Senior Notes and the application of the
         proceeds thereof as described in the Prospectus, will not be, an
         "investment company" or a company "controlled" by an "investment
         company" which is required to be registered under the Investment
         Company Act of 1940, as amended.

         4.       Purchase and Public Offering. On the basis of the
representations and warranties herein contained, but subject to the terms and
conditions in this Agreement set forth, the Company agrees to sell to each of
the Underwriters, and each Underwriter agrees, severally and not jointly, to
purchase from the Company, at the price, place and time hereinafter specified,
the principal amount of the Senior Notes set forth opposite the name of such
Underwriter in Schedule I hereto. The Underwriters agree to make a public
offering of their respective Senior Notes specified in Schedule I hereto at the
initial public offering price specified in Schedule II hereto. It is understood
that after such initial offering the several Underwriters reserve the right to
vary the offering price and further reserve the right to withdraw, cancel or
modify any subsequent offering without notice.

         5.       Time and Place of Closing. Delivery of the certificate(s) for
the Senior Notes and payment therefor by the Representatives for the accounts of
the several Underwriters shall be made at the time, place and date specified in
Schedule II or such other time, place and date as the Representatives and the
Company may agree upon in writing, and subject to the provisions of Section 10
hereof. The hour and date of such delivery and payment are herein called the
"Closing Date". Unless otherwise specified in Section 4 and/or Schedule II
hereto, payment for the Senior Notes shall be made by wire transfer of
immediately available funds to the Company's account on the Closing Date against
delivery of the Senior Notes, in fully registered form, registered in the name
of Cede & Co., as nominee for The Depository Trust Company. The certificate(s)
for the Senior Notes will be made available at the location specified on
Schedule II for examination by the Representatives not later than 12:00 noon,
New York time, on the last business day prior to the Closing Date.

         6.       Covenants of the Company.  The Company agrees that:

                  (a) If the Representatives so request, the Company, on or
         prior to the Closing Date, will deliver to the Representatives
         conformed copies of the Registration Statement as originally filed,
         including all exhibits, any related preliminary prospectus supplement,
         the Prospectus and all amendments and supplements to each such
         document, in each case as soon as available and in such quantities as
         are reasonably requested by the Representatives. The Representatives
         will be deemed to have made such a request for copies for each of the
         several Underwriters and Troutman Sanders LLP, counsel to the
         Underwriters, with respect to any such documents that are not
         electronically available through the Commission's EDGAR filing system.

                  (b) The Company will pay all expenses in connection with (i)
         the preparation and filing by it of the Registration Statement and the
         Prospectus, (ii) the preparation, issuance and delivery of the Senior
         Notes, (iii) any fees and expenses of the Trustee and (iv)

                                      -4-



         the printing and delivery to the Underwriters, in reasonable
         quantities, of copies of the Registration Statement and the Prospectus
         (each as originally filed and as subsequently amended). In addition,
         the Company will pay the reasonable out of pocket fees and
         disbursements of Underwriters' outside counsel, Troutman Sanders LLP,
         in connection with the qualification of the Senior Notes under state
         securities or blue sky laws or investment laws (if and to the extent
         such qualification is required by the Underwriters or the Company).

                  (c) If, during the time when a prospectus relating to the
         Senior Notes is required to be delivered under the Securities Act, any
         event occurs 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 to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading, or if it is necessary at any time to amend the
         Prospectus to comply with the Securities Act, the Company promptly will
         (i) notify the Underwriters through the Representatives to suspend
         solicitation of purchases of the Senior Notes and (ii) at its expense,
         prepare and file with the Commission an amendment or supplement which
         will correct such statement or omission or an amendment which will
         effect such compliance. During the period specified above, the Company
         will continue to prepare and file with the Commission on a timely basis
         all documents or amendments required under the Securities Exchange Act
         and the applicable rules and regulations of the Commission thereunder;
         provided, that the Company shall not file such documents or amendments
         without also furnishing copies thereof to the Representatives and
         Troutman Sanders LLP. Any such documents or amendments which are
         electronically available through the Commission's EDGAR filing system
         shall be deemed to have been furnished by the Company to the
         Representatives and Troutman Sanders LLP.

                  (d) The Company will advise the Representatives promptly of
         any proposal to amend or supplement the Registration Statement or the
         Prospectus and will afford the Representatives a reasonable opportunity
         to comment on any such proposed amendment or supplement prior to
         filing; and the Company will also advise the Representatives promptly
         of the filing of any such amendment or supplement and of the
         institution by the Commission of any stop order proceedings in respect
         of the Registration Statement or of any part thereof and will use its
         best efforts to prevent the issuance of any such stop order and to
         obtain as soon as possible its lifting, if issued.

                  (e) The Company will make generally available to its security
         holders, as soon as it is practicable to do so, an earnings statement
         of the Company (which need not be audited) in reasonable detail,
         covering a period of at least 12 months beginning within three months
         after the effective date of the Registration Statement, which earnings
         statement shall satisfy the requirements of Section 11(a) of the
         Securities Act.

                  (f) The Company will furnish such proper information as may be
         lawfully required and otherwise cooperate in qualifying the Senior
         Notes for offer and sale under the securities or blue sky laws of such
         jurisdictions as the Representatives may designate; provided, however,
         that the Company shall not be required in any state to qualify as a

                                      -5-



foreign corporation, or to file a general consent to service of process, or to
submit to any requirements which it deems unduly burdensome.

     (g)   Fees and disbursements of Troutman Sanders LLP, who is acting as
counsel for the Underwriters (exclusive of fees and disbursements of such
counsel which are to be paid as set forth in Section 6(b)), shall be paid by the
Underwriters; provided, however, that if this Agreement is terminated in
accordance with the provisions of Sections 7 or 8 hereof, the Company shall
reimburse the Representatives for the account of the Underwriters for the amount
of such fees and disbursements.

     (h)   During the period beginning on the date of this Agreement and
continuing to and including the Closing Date, the Company will not, without the
prior written consent of the Representatives, directly or indirectly, sell or
offer to sell or otherwise dispose of any Senior Notes or any security
convertible into or exchangeable for Senior Notes or any debt securities
substantially similar to Senior Notes (except for the Senior Notes issued
pursuant to this Agreement).

7.   Conditions of Underwriters' Obligations; Termination by the Underwriters.

     (a)   The obligations of the Underwriters to purchase and pay for the
Senior Notes on the Closing Date shall be subject to the following conditions:

           (i)   No stop order suspending the effectiveness of the Registration
     Statement shall be in effect on the Closing Date and no proceedings for
     that purpose shall be pending before, or to the knowledge of the Company
     threatened by, the Commission on such date. The Representatives shall have
     received, prior to payment for the Senior Notes, a certificate dated the
     Closing Date and signed by the President or any Vice President of the
     Company to the effect that no such stop order is in effect and that no
     proceedings for such purpose are pending before or, to the knowledge of the
     Company, threatened by the Commission.

           (ii)  The relevant order or orders of the State Corporation
     Commission of Virginia authorizing the issuance of the Senior Notes, a copy
     of which has been provided to the Representatives, shall remain in full
     force and effect.

           (iii) On the Closing Date the Representatives shall receive, on
     behalf of the several Underwriters, the opinions of Troutman Sanders LLP,
     counsel to the Underwriters, McGuireWoods LLP, counsel to the Company, and
     the Company's General Counsel, substantially in the forms attached hereto
     as Schedules III, IV and V, respectively, and all in form and substance
     satisfactory to the Representatives.

           (iv)  The Representatives shall have received from Deloitte & Touche
     LLP on the date of this Agreement and on the Closing Date letters addressed
     to the Representatives containing statements and information of the type
     ordinarily included in accountants' SAS 72 "comfort letters" to
     underwriters with respect to the

                                       -6-



           financial statements and certain financial information contained in
           or incorporated by reference into the Prospectus, including the pro
           forma financial information.

               (v)  Subsequent to the execution of this Agreement and prior to
           the Closing Date, (A) except as reflected in, or contemplated by, the
           Registration Statement and the Prospectus (exclusive of amendments or
           supplements after the date hereof), there shall not have occurred (1)
           any change in the senior debt securities of the Company of the same
           class as the Senior Notes (other than a decrease in the aggregate
           principal amount thereof outstanding), (2) any material adverse
           change in the general affairs, financial condition or earnings of the
           Company and its subsidiaries taken as a whole or (3) any material
           transaction entered into by the Company other than a transaction in
           the ordinary course of business, the effect of which in each such
           case in the reasonable judgment of the Representatives is so material
           and so adverse that it makes it impracticable to proceed with the
           public offering or delivery of the Senior Notes on the terms and in
           the manner contemplated in the Prospectus and this Agreement, and (B)
           there shall not have occurred (1) a downgrading in the rating
           accorded the Company's senior unsecured notes, or securities that are
           pari passu to the Company's senior unsecured notes, by any
           "nationally recognized statistical rating organization" (as that term
           is defined by the Commission for purposes of Rule 436(g)(2) under the
           Securities Act) and no such organization shall have given any notice
           of any intended or potential downgrading or of any review for a
           possible change with possible negative implications in its ratings of
           such securities, (2) any general suspension of trading in securities
           on the New York Stock Exchange or any limitation on prices for such
           trading or any restrictions on the distribution of securities
           established by the New York Stock Exchange or by the Commission or by
           any federal or state agency or by the decision of any court, (3) a
           suspension of trading of any securities of the Company or of Dominion
           Resources, Inc. on the New York Stock Exchange, (4) a banking
           moratorium declared either by federal or New York State authorities
           or (5) any outbreak or escalation of major hostilities in which the
           United States is involved, any declaration of war by the United
           States Congress or any other substantial national or international
           calamity or crisis resulting in the declaration of a national
           emergency, or if there has occurred any material adverse change in
           the financial markets; provided, the effect of such outbreak,
           escalation, declaration, calamity, crisis or material adverse change
           shall, in the reasonable judgment of the Representatives, make it
           impracticable to proceed with the public offering or delivery of the
           Senior Notes on the terms and in the manner contemplated in the
           Prospectus and in this Agreement.

               (vi) On the Closing Date, the representations and warranties of
           the Company in this Agreement shall be true and correct as if made on
           and as of such date, and the Company shall have performed all
           obligations and satisfied all conditions required of it under this
           Agreement; and, on the Closing Date, the Representatives shall have
           received a certificate to such effect signed by the President or any
           Vice President of the Company.

                                       -7-



               (vii)   All legal proceedings to be taken in connection with the
           issuance and sale of the Senior Notes shall have been satisfactory in
           form and substance to Troutman Sanders LLP.

           (b) In case any of the conditions specified above in Section 7(a)
     shall not have been fulfilled, this Agreement may be terminated by the
     Representatives upon mailing or delivering written notice thereof to the
     Company; provided, however, that in case the conditions specified in
     subsections 7(a)(v) and (vi) shall not have been fulfilled, this Agreement
     may not be so terminated by the Representatives unless Underwriters who
     have agreed to purchase in the aggregate 50% or more of the aggregate
     principal amount of the Senior Notes shall have consented to such
     termination and the aforesaid notice shall so state. Any such termination
     shall be without liability of any party to any other party except as
     otherwise provided in Section 9 and Sections 6(b), 6(g) and 7(c) hereof.

           (c) If this Agreement shall be terminated by the Representatives
     pursuant to Section 7(b) above or 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, then in any such
     case, the Company will reimburse the Underwriters, severally, for all
     out-of-pocket expenses (in addition to the fees and disbursements of their
     outside counsel as provided in Section 6(g)) reasonably incurred by such
     Underwriters in connection with this Agreement or the offering contemplated
     hereunder and, upon such reimbursement, the Company shall be absolved from
     any further liability hereunder, except as provided in Section 6(b) and
     Section 9.

     8.    Conditions of the Obligation of the Company. The obligation of the
Company to deliver the Senior Notes shall be subject to the conditions set forth
in the first sentence of Section 7(a)(i) and in Section 7(a)(ii). In case such
conditions shall not have been fulfilled, this Agreement may be terminated by
the Company by mailing or delivering written notice thereof to the
Representatives. Any such termination shall be without liability of any party to
any other party except as otherwise provided in Sections 6(b), 6(g), 9 and 10
hereof.

     9.    Indemnification and Contribution. (a) The Company agrees to indemnify
and hold harmless each Underwriter and each person who controls any Underwriter
within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Securities Exchange Act, against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become subject
under the Securities Act, the Securities Exchange Act, or any other statute or
common law and to reimburse each such Underwriter and controlling person for any
legal or other expenses (including, to the extent hereinafter provided,
reasonable outside counsel fees) incurred by them in connection with
investigating or defending any such losses, claims, damages, or liabilities, or
in connection with defending any actions, insofar as such losses, claims,
damages, liabilities, expenses or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement or the Prospectus, or in either such document as amended
or supplemented (if any amendments or supplements thereto shall have been
furnished), or any preliminary Prospectus (if and when used prior to the date
hereof), or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the

                                       -8-



statements therein not misleading; provided that the foregoing indemnity
agreement, insofar as it relates to any preliminary Prospectus, shall not inure
to the benefit of any Underwriter (or to the benefit of any person who controls
such Underwriter) on account of any losses, claims, damages or liabilities
arising out of the sale of any of the Senior Notes by such Underwriter to any
person if it shall be established that a copy of the Prospectus, excluding any
documents incorporated by reference (as supplemented or amended, if the Company
shall have made any supplements or amendments which have been furnished to the
Representatives), shall not have been sent or given by or on behalf of such
Underwriter to such person at or prior to the written confirmation of the sale
to such person in any case where such delivery is required by the Securities Act
and the Company satisfied its obligations pursuant to Section 6(a) hereof, if
the misstatement or omission leading to such loss, claim, damage or liability
was corrected in the Prospectus (excluding any documents incorporated by
reference) as amended or supplemented, and such correction would have cured the
defect giving rise to such loss, claim, damage, or liability; and provided
further, however, that the indemnity agreement contained in this Section 9(a)
shall not apply to any such losses, claims, damages, liabilities, expenses or
actions arising out of or based upon any such untrue statement or alleged untrue
statement, or any such omission or alleged omission, if such statement or
omission was made in reliance upon information furnished herein or otherwise in
writing to The Company by or on behalf of any Underwriter for use in the
Registration Statement or any amendment thereto, in the Prospectus or any
supplement thereto, or in any preliminary Prospectus. The indemnity agreement of
The Company contained in this Section 9(a) and the representations and
warranties of The Company contained in Section 3 hereof shall remain operative
and in full force and effect, regardless of any investigation made by or on
behalf of any Underwriter or any such controlling person, and shall survive the
delivery of the Senior Notes.

     (b)   Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless The Company, its officers and directors, and each person who
controls any of the foregoing within the meaning of Section 15 of the Securities
Act or Section 20(a) of the Securities Exchange Act, against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Securities Act, the Securities Exchange Act, or any
other statute or common law and to reimburse each of them for any legal or other
expenses (including, to the extent hereinafter provided, reasonable outside
counsel fees) incurred by them in connection with investigating or defending any
such losses, claims, damages or liabilities or in connection with defending any
actions, insofar as such losses, claims, damages, liabilities, expenses or
actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or the
Prospectus, or in either such document as amended or supplemented (if any
amendments or supplements thereto shall have been furnished), or any preliminary
Prospectus (if and when used prior to the date hereof), or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading if such statement or
omission was made in reliance upon information furnished herein or in writing to
the Company by or on behalf of such Underwriter for use in the Registration
Statement or the Prospectus or any amendment or supplement to either thereof, or
any preliminary Prospectus. The indemnity agreement of the respective
Underwriters contained in this Section 9(b) shall remain operative and in full
force and effect, regardless of any investigation made by or on behalf of the
Company or any such controlling person, and shall survive the delivery of the
Senior Notes.

                                       -9-



     (c)   The Company and each of the Underwriters agree that, upon the receipt
of notice of the commencement of any action against the Company or any of its
officers or directors, or any person controlling the Company, or against such
Underwriter or controlling person as aforesaid, in respect of which indemnity
may be sought on account of any indemnity agreement contained herein, it will
promptly give written notice of the commencement thereof to the party or parties
against whom indemnity shall be sought hereunder, but the omission so to notify
such indemnifying party or parties of any such action shall not relieve such
indemnifying party or parties from any liability which it or they may have to
the indemnified party otherwise than on account of such indemnity agreement. In
case such notice of any such action shall be so given, such indemnifying party
shall be entitled to participate at its own expense in the defense or, if it so
elects, to assume (in conjunction with any other indemnifying parties) the
defense of such action, in which event such defense shall be conducted by
counsel chosen by such indemnifying party (or parties) and satisfactory to the
indemnified party or parties who shall be defendant or defendants in such
action, and such defendant or defendants shall bear the fees and expenses of any
additional outside counsel retained by them; provided that, if the defendants
(including impleaded parties) in any such action include both the indemnified
party and the indemnifying party (or parties) and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party (or parties), the indemnified party shall
have the right to select separate counsel to assert such legal defenses and to
participate otherwise in the defense of such action on behalf of such
indemnified party. The indemnifying party shall bear the reasonable fees and
expenses of outside counsel retained by the indemnified party if (i) the
indemnified party shall have retained such counsel in connection with the
assertion of legal defenses in accordance with the proviso to the preceding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel (in addition to one
local counsel), representing the indemnified parties under Section 9(a) or 9(b),
as the case may be, who are parties to such action), (ii) the indemnifying party
shall have elected not to assume the defense of such action, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the commencement of the action, or (iv) the indemnifying party
has authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party. Notwithstanding the foregoing sentence, an
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent (such consent not to be unreasonably
withheld), but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment.
No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened proceeding
in respect of which indemnification may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such a proceeding), unless
such settlement (x) includes an unconditional release of such indemnified party
from all liability on claims that are the subject matter of such proceeding and
(y) does not include a statement as to or an admission of fault, culpability or
failure to act by or on behalf of any indemnified party.

     (d)   If the indemnification provided for in Section 9(a) or 9(b) is
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each indemnifying party shall

                                      -10-



contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative fault of the
Company, on the one hand, and of the Underwriters, on the other, in connection
with the statements or omissions that resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations, including relative benefit. The relative fault 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 required to be stated therein or necessary in order to make the
statements therein not misleading relates to information supplied by the Company
on the one hand or by the Underwriters on the other 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 9(d) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this
Section 9(d). The amount paid or payable by an indemnified party as a result of
the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this Section 9(d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations under
this Section 9(d) to contribute are several in proportion to their respective
underwriting obligations and not joint. The remedies provided for in this
Section 9 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.

         10. Termination. If any one or more of the Underwriters shall fail or
refuse to purchase the Senior Notes which it or they have agreed to purchase
hereunder, and the aggregate principal amount of the Senior Notes 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 Senior
Notes, then the other Underwriters shall be obligated severally in the
proportions which the principal amount of the Senior Notes set forth opposite
their respective names in Schedule I bears to the aggregate underwriting
obligations of all non-defaulting Underwriters, or in such other proportions as
the Underwriters may specify, to purchase the Senior Notes which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase. If any
Underwriter or Underwriters shall so fail or refuse to purchase Senior Notes and
the aggregate principal amount of the Senior Notes with respect to which such
default occurs is more than one-tenth of the aggregate principal amount of the
Senior Notes and arrangements satisfactory to the Underwriters and the Company
for the purchase of such Senior Notes are not made within 36 hours after such
default, this Agreement will terminate without liability on the part of any
non-defaulting Underwriter (except as provided in Section 6(g) and Section 9) or
of the Company (except as provided in Section 6(b) and Section 9). In any such
case not involving a termination, either the Representatives 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 Section 10 shall not relieve any
defaulting Underwriter from liability in respect of any default of such
Underwriter under this Agreement.

                                      -11-



         11. Representations, Warranties and Agreements to Survive Delivery. All
representations, warranties and agreements contained in this Agreement or
contained in certificates of officers of the Company submitted pursuant hereto
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of any Underwriter or any controlling person
of any Underwriter, or by or on behalf of the Company, and shall survive
delivery of the Senior Notes.

         12. Miscellaneous. The validity and interpretation of this Agreement
shall be governed by the laws of the State of New York. This Agreement shall
inure to the benefit of the Company, the Underwriters and, with respect to the
provisions of Section 9 hereof, each controlling person and each officer and
director of the Company referred to in Section 9, and their respective
successors, assigns, executors and administrators. Nothing in this Agreement is
intended or shall be construed to give to 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. The term "successors" as used in
this Agreement shall not include any purchaser, as such, of any of the Senior
Notes from any of the several Underwriters.

         13. Notices. All communications hereunder shall be in writing and if to
the Underwriters shall be mailed, faxed or delivered to the Representatives at
the address set forth on Schedule II hereto, or if to the Company shall be
mailed, faxed or delivered to it, attention of Treasurer, Virginia Electric and
Power Company, 120 Tredegar Street, Richmond, Virginia 23219 (facsimile number:
(804) 819-2211).

                                      -12-



         Please sign and return to us a counterpart of this letter, whereupon
this letter will become a binding agreement between the Company and the several
Underwriters in accordance with its terms.

                                           VIRGINIA ELECTRIC AND POWER COMPANY



                                           By:__________________________________
                                             Name:
                                             Title:

                                      -13-



The foregoing agreement is
hereby confirmed and accepted,
as of the date first above
written.


____________________
         acting individually and as Representative
         of the Underwriters named in Schedule I hereto




By:________________________________
Authorized Signatory
Name:
Title:

                                      -14-



                                   SCHEDULE I

                                                      Principal Amount
                                                      of Senior Notes
Underwriter                                           to be Purchased
- -----------                                           -----------------

______________________________                        $____________
______________________________                        $____________
______________________________                        $____________
______________________________                        $____________
______________________________                        $____________

                                               Total: $____________

                                       I-1



                                   SCHEDULE II

Title of Senior Notes: 200__ Series __ _____% Senior Notes Due __________

Aggregate Principal Amount of the Senior Notes: $__________

Initial Price to Public:

                  ______% of the principal amount of the Senior Notes plus
                  accrued interest, if any, from the date of issuance

Initial Purchase Price to be paid by Underwriters:

                  ______% of the principal amount of the Senior Notes, such
                  Initial Purchase Price to be paid by the Underwriters as set
                  forth in Sections 4 and 5 of the Agreement to which this
                  Schedule is attached

Time of Delivery: __________

Closing Location: One James Center
                  901 East Cary Street
                  Richmond, VA  23219

The Senior Notes will be available for inspection by the Representatives at:

                  One James Center
                  901 East Cary Street
                  Richmond, VA  23219

Address for Notices to the Underwriters:

                  ____________________
                  ____________________
                  ____________________
                  ____________________
                  ____________________

     with a copy of any notice pursuant to Section 9(c) also sent to:

                  Troutman Sanders LLP
                  1111 East Main Street
                  Richmond, Virginia  23219
                  Attn: F. Claiborne Johnston, Jr., Esquire
                  facsimile number: (804) 697-1339

                                      II-1



                                  SCHEDULE III

                            PROPOSED FORM OF OPINION

                                       OF

                              TROUTMAN SANDERS LLP
                             Bank of America Center
                              1111 East Main Street
                            Richmond, Virginia 23219


                     Re: VIRGINIA ELECTRIC AND POWER COMPANY

                      200__ Series __ _____% Senior Notes,
                                 Due __________

                                January 30, 2002

____________________
         as Representative for the Underwriters
         listed in Schedule I to the Underwriting Agreement

____________________
____________________
____________________

Ladies and Gentlemen:

          We have acted as your counsel in connection with arrangements for the
issuance by Virginia Electric and Power Company ("the Company") of up to U.S.
$___0,000,000 aggregate principal amount of its 200__ Series __ _____% Senior
Notes Due __________ (the Senior Notes) and the offering of the Senior Notes by
you pursuant to an Underwriting Agreement dated __________ by and between you
and the Company (the Underwriting Agreement). This letter is being delivered to
you pursuant to the Underwriting Agreement. All terms not otherwise defined
herein shall have the meanings set forth in the Underwriting Agreement.

          We have examined originals, or copies certified to our satisfaction of
such corporate records of the Company, indentures, agreements and other
instruments, certificates of public officials, certificates of officers and
representatives of the Company and of the Trustee, and other documents, as we
have deemed necessary as a basis for the opinions hereinafter expressed. As to
various questions of fact material to such opinions, we have, when relevant

                                     III-1



facts were not independently established, relied upon certifications by officers
of the Company, the Trustee and other appropriate persons and statements
contained in the Registration Statement hereinafter mentioned. All legal
proceedings taken as of the date hereof in connection with the transactions
contemplated by the Underwriting Agreement have been satisfactory to us.

          In addition, we attended the closing held today at the offices of
McGuireWoods LLP, One James Center, Richmond, Virginia, at which the Company
satisfied the conditions contained in Section 7 of the Underwriting Agreement
that are required to be satisfied as of the Closing Date.

          Based upon the foregoing, and having regard to legal considerations
that we deem relevant, we are of the opinion that:

          1. The Company is a corporation duly incorporated and existing as a
corporation in good standing under the laws of Virginia, and has the corporate
power to transact its business as described in the Prospectus.

          2. The Underwriting Agreement has been duly authorized by all
necessary corporate action and has been duly executed and delivered by the
Company.

          3. The Indenture has been duly authorized, executed and delivered by
the Company and has been duly qualified under the Trust Indenture Act and
constitutes a valid and binding obligation of the Company, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally or
by general equitable principles (regardless of whether enforcement is considered
in a proceeding in equity or at law).

          4. The Senior Notes have been duly authorized and executed by the
Company and, when authenticated by the Trustee in accordance with, and in the
form contemplated by, the Indenture and issued, delivered and paid for as
provided in the Underwriting Agreement, will have been duly issued under the
Indenture and will constitute valid and binding obligations of the Company
entitled to the benefits provided by the Indenture, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally or
by general equitable principles (regardless of whether enforcement is considered
in a proceeding in equity or at law).

          5. The Registration Statement (Reg. No. __________) with respect to
the Senior Notes filed pursuant to the Securities Act, has become effective and
remains in effect at this date, and the Prospectus may lawfully be used for the
purposes specified in the Securities Act in connection with the offer for sale
and the sale of Senior Notes in the manner therein specified.

          6. The Registration Statement and the Prospectus (except that we
express no comment or belief with respect to any historical or pro forma
financial statements and schedules and other financial or statistical
information contained or incorporated by reference in the Registration Statement
or Prospectus) appear on their face to be appropriately responsive in all

                                     III-2



material respects to the requirements of the Securities Act, and to the
applicable rules and regulations of the Commission thereunder.

          7. No approval or consent by any public regulatory body, other than
the previously obtained order of the State Corporation Commission of Virginia,
is legally required in connection with the sale of the Senior Notes as
contemplated by the Underwriting Agreement (except to the extent that compliance
with the provisions of securities or blue sky laws of certain states may be
required in connection with the sale of the Senior Notes in such states) and the
carrying out of the provisions of the Underwriting Agreement.

          8. As to the statements relating to the Senior Notes under DESCRIPTION
OF DEBT SECURITIES and ADDITIONAL TERMS OF SENIOR DEBT SECURITIES in the
prospectus initially filed as part of the Registration Statement, as
supplemented by the statements under DESCRIPTION OF THE SENIOR NOTES in the
Prospectus Supplement dated __________, we are of the opinion that the
statements are accurate and do not omit any material fact required to be stated
therein or necessary to make such statements not misleading.

          As to the statistical statements in the Registration Statement (which
includes statistical statements in the Incorporated Documents), we have relied
solely on the officers of the Company. We have not undertaken to determine
independently the accuracy or completeness of the statements contained or
incorporated by reference in the Registration Statement or in the Prospectus. We
accordingly assume no responsibility for the accuracy or completeness of the
statements made in the Registration Statement, except as stated above in the
preceding paragraph in regard to the captions set forth in such preceding
paragraph. We note that the Incorporated Documents were prepared and filed by
the Company without our participation. We have, however, participated in
conferences with counsel for and representatives of the Company in connection
with the preparation of the Registration Statement, the Prospectus as it was
initially issued and as has been supplemented or amended, and we have reviewed
the Incorporated Documents and such of the corporate records of the Company as
we deemed advisable. None of the foregoing disclosed to us any information that
gives us reason to believe that the Registration Statement contained on the date
the Registration Statement became effective, or the Prospectus contained on the
date it was issued or the date it was supplemented or amended, or that the
Registration Statement or the Prospectus (in all cases, excepting the financial
statements and schedules and other financial information contained or
incorporated therein by reference and any pro forma financial information (and
notes thereto) included or incorporated by reference therein, as to which we
express no belief) contains on the date hereof, any untrue statement of a
material fact or omitted or omits on the date hereof to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading. The foregoing assurance is provided on the basis that any statement
contained in an Incorporated Document shall be deemed not to be contained in the
Registration Statement or Prospectus if the statement has been modified or
superseded by any statement in a subsequently filed Incorporated Document or in
the Registration Statement or Prospectus prior to the date of the Underwriting
Agreement.

                                     III-3



          We do not purport to express an opinion on any laws other than those
of the Commonwealth of Virginia, the State of New York and the United States of
America. This opinion may not be relied upon by, nor may copies be delivered to,
any person without our prior written consent.

                                            Very truly yours,


                                            TROUTMAN SANDERS LLP

                                     III-4



                                   SCHEDULE IV

                            PROPOSED FORM OF OPINION

                                       OF

                                MCGUIREWOODS LLP
                                One James Center
                              901 East Cary Street
                            Richmond, Virginia 23219


                     Re: VIRGINIA ELECTRIC AND POWER COMPANY

                       200__ Series __ _____% Senior Notes
                                 Due __________

                                   ----------

____________________
         as Representative for the Underwriters
         listed in Schedule I to the Underwriting Agreement

____________________

____________________

____________________


Ladies and Gentlemen:

            The arrangements for issuance of up to U.S. $___0,000,000 aggregate
principal amount of 200__ Series __ _____% Senior Notes Due __________ (the
"Senior Notes"), of Virginia Electric and Power Company (the "Company") pursuant
to an Underwriting Agreement dated __________ by and between the Company and the
Underwriters listed on Schedule I as attached thereto (the "Underwriting
Agreement"), have been taken under our supervision as counsel for the Company.
Terms not otherwise defined herein have the meanings set forth in the
Underwriting Agreement.

            We have examined originals, or copies certified to our satisfaction,
of such corporate records of the Company, indentures, agreements, and other
instruments, certificates of public officials, certificates of officers and
representatives of the Company and of the Trustee, and other documents, as we
have deemed necessary as a basis for the opinions hereinafter expressed. As to
various questions of fact material to such opinions, we have, when relevant
facts were not independently established, relied upon certifications by officers
of the Company, the Trustee and other appropriate persons and statements
contained in the Registration Statement

                                      IV-1



hereinafter mentioned. All legal proceedings taken as of the date hereof in
connection with the transactions contemplated by the Underwriting Agreement have
been satisfactory to us.

            On this basis we are of the opinion that:

            1.   No filing with, or authorization, approval, consent, license,
order, registration, qualification or decree of, any court or governmental
authority or agency, domestic or foreign (other than those required under the
Securities Act and the Rules and Regulations and an authorization by the State
Corporation Commission of Virginia, all of which have been obtained, reports to
be filed with the State Corporation Commission of Virginia after issuance of the
Senior Notes, or as may be required under the securities or blue sky laws of the
various states) is necessary or required in connection with the due
authorization, execution and delivery of the Underwriting Agreement or the due
execution, delivery or performance of the Indenture by the Company or for the
offering, issuance, sale or delivery of the Senior Notes.

            2.   The Indenture has been authorized, executed and delivered by
the Company and has been duly qualified under the Trust Indenture Act and
constitutes a valid and binding obligation of the Company except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally or
by general equitable principles (regardless whether enforcement is in a
proceeding in equity or at law).

            3.   The Senior Notes have been duly authorized and executed by the
Company and, when completed and authenticated by the Trustee in accordance with,
and in the form contemplated by, the Indenture and issued, delivered and paid
for in accordance with the Underwriting Agreement, will have been duly issued
under the Indenture and will constitute valid and binding obligations of the
Company entitled to the benefits provided by the Indenture except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally or
by general equitable principles (regardless of whether enforcement is in a
proceeding in equity or at law).

            4.   The Registration Statement (Reg. No. __________) with respect
to the Senior Notes filed pursuant to the Securities Act, has become effective
and remains in effect at this date, and the Prospectus may lawfully be used for
the purposes specified in the Securities Act in connection with the offer for
sale and the sale of the Senior Notes in the manner therein specified.

            5.   The Registration Statement and the Prospectus (except the
financial statements and schedules contained or incorporated by reference
therein, as to which we express no opinion) appear on their face to be
appropriately responsive in all material respects to the requirements of the
Securities Act, and to the applicable rules and regulations of the Commission
thereunder.

            6.   We are of the opinion that the statements relating to the
Senior Notes contained in the prospectus initially filed as part of the
Registration Statement under

                                      IV-2



DESCRIPTION OF DEBT SECURITIES and ADDITIONAL TERMS OF SENIOR DEBT SECURITIES,
as supplemented by the statements under DESCRIPTION OF THE SENIOR NOTES in the
Prospectus Supplement dated __________, are substantially accurate and fair.

            We have participated in conferences with officers and other
representatives of the Company and representatives of the Underwriters at which
the contents of the Registration Statement and the Prospectus were discussed,
and we have consulted with officers and other employees of the Company to inform
them of the disclosure requirements of the Securities Act. We have examined
various reports, records, contracts and other documents of the Company and
orders and instruments of public officials, which our investigation led us to
deem pertinent. In addition, we attended the due diligence meetings with
representatives of the Company and the closing at which the Company satisfied
the conditions contained in Section 7 of the Underwriting Agreement. We have
not, however, undertaken to make any independent review of other records of the
Company which our investigation did not lead us to deem pertinent. As to the
statistical statements in the Registration Statement (which includes the
Incorporated Documents), we have relied solely on the officers of the Company.
We accordingly assume no responsibility for the accuracy or completeness of the
statements made in the Registration Statement, except as stated above in the
preceding paragraph in regard to the captions set forth in such preceding
paragraph. But such conferences, consultation, examination and attendance
disclosed to us no information with respect to such other matters that gives us
reason to believe that the Registration Statement contained on the date the
Registration Statement became effective, or the Prospectus contained on the date
it was issued, or that the Registration Statement or the Prospectus (in each
case, except with respect to the financial statements and schedules and other
financial information contained or incorporated by reference in the Registration
Statement or Prospectus) contains on the date hereof, any untrue statement of a
material fact or omitted on such date or omits on the date hereof to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading. The foregoing assurance is provided on the basis that
any statement contained in an Incorporated Document shall be deemed not to be
contained in the Registration Statement or Prospectus if the statement has been
modified or superseded by any statement in a subsequently filed Incorporated
Document or in the Registration Statement or Prospectus prior to the date of the
Underwriting Agreement.

                                      IV-3



            We do not purport to express an opinion on any laws other than those
of the Commonwealth of Virginia, the State of New York and the United States of
America. This opinion may not be relied upon by, nor may copies be delivered to,
any person without our prior written consent.

                                   Yours very truly,


                                   MCGUIREWOODS LLP

                                      IV-4



                                   SCHEDULE V

                            PROPOSED FORM OF OPINION

                                       OF

                               GENERAL COUNSEL OF
                       VIRGINIA ELECTRIC AND POWER COMPANY

                               120 Tredegar Street
                               Richmond, VA 23219

                     Re: VIRGINIA ELECTRIC AND POWER COMPANY

                       200__ Series __ _____% Senior Notes
                                 Due __________

                                   ----------


____________________
         as Representative for the Underwriters
         listed in Schedule I to the Underwriting Agreement

____________________

____________________

____________________


Ladies and Gentlemen:

             The arrangements for issuance of up to U.S. $___0,000,000 aggregate
principal amount of 200__ Series __ _____% Senior Notes Due __________ (the
Senior Notes), of Virginia Electric and Power Company ("the Company"), pursuant
to an Underwriting Agreement dated __________ by and between the Company and the
Underwriters listed on Schedule I as attached thereto (the Underwriting
Agreement), have been taken under my supervision as Vice President and General
Counsel of the Company. Terms not otherwise defined herein have the meanings set
forth in the Underwriting Agreement.

             As Vice President and General Counsel of Virginia Electric and
Power Company, I have general responsibility over the attorneys within the
Company's Legal Department responsible for rendering legal counsel to the
Company regarding corporate, financial, securities and other matters. I am
generally familiar with the organization, business and affairs of the Company. I
am also familiar with the proceedings taken and proposed to be taken by the
Company in connection with the offering and sale of the Senior Notes, and I have
examined such

                                       V-1

EX-1.2

                               U.S. $2,000,000,000
                       VIRGINIA ELECTRIC AND POWER COMPANY

                                Medium-Term Notes
                                    Series __


                             DISTRIBUTION AGREEMENT

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

                                  _____________


_______________                        _______________
_______________                        _______________
_______________                        _______________

_______________                        _______________
_______________                        _______________
_______________                        _______________

_______________                        _______________
_______________                        _______________
_______________                        _______________



        The undersigned, Virginia Electric and Power Company (the Company),
hereby confirms its agreement with each of you with respect to the issuance and
sale by the Company of the below-described Notes.

        Subject to the terms and conditions stated herein, the Company (i)
hereby appoints each of _______________, _______________, _______________,
_______________, _______________, and _______________, as an agent of the
Company, for the purpose of soliciting and receiving offers to purchase such
Notes from the Company by others, and (ii) hereby agrees that whenever the
Company determines to sell such Notes directly to one or more of you as
principal for resale to others it will, if requested by any of you to whom such
Notes are to be sold, enter into a Terms Agreement relating to such sale in
accordance with the provisions of Section 3(b) hereof. The Company reserves the
right to sell such Notes directly on its own behalf to investors, and to or
through any of you or any other person whom the Company may appoint as agent in
the future. As used herein, the terms "Agent", "you", "your" and the like shall
refer to each of _______________, _______________, _______________,
_______________, _______________, and _______________, and any other agent named
by the Company who becomes a party to



this Agreement, individually, and, as the context requires, to all of such firms
collectively.

     1.   Description of Notes. The Company proposes to issue and sell up to
U.S. $2,000,000,000 aggregate principal amount of its Medium-Term Notes, Series
H due 9 months or more from the date of issue (the Notes). The Notes will have
the maturity ranges, interest rates per annum, redemption and repayment
provisions and other terms specified from time to time in the Prospectus
referred to below. The Notes are to be issued pursuant to the Company's
Indenture, dated as of June 1, 1998, between the Company and JPMorgan Chase
Bank, formerly The Chase Manhattan Bank, as Trustee (the Trustee), as previously
supplemented, and as further supplemented by a ______ Supplemental Indenture,
dated as of ____________ (such Indenture, as supplemented, is referred to herein
as the Indenture). All capitalized terms not defined herein have the meanings
ascribed to them in the Indenture.

     2.   Representations and Warranties of the Company. The Company represents
and warrants to you that:

          (a) The registration statement on Form S-3 (Reg. No. ____________) for
     the registration of First and Refunding Mortgage Bonds, debt securities,
     including the Notes, junior subordinated debentures, trust preferred
     securities and related guarantee and preferred stock under the Securities
     Act of 1933, as amended (the Securities Act), heretofore filed with the
     Securities and Exchange Commission (the Commission), has been declared
     effective. The registration statement, including all exhibits thereto, (and
     any further registration statements which may be filed by the Company for
     the purpose of registering additional Notes and in connection with which
     this Agreement is included as an exhibit) and the prospectus constituting a
     part of such registration statement, and any prospectus supplement relating
     to the Notes, as from time to time amended or supplemented by the filing of
     documents pursuant to the Securities Act, the Securities Exchange Act of
     1934, as amended (the Exchange Act) or otherwise, are referred to herein as
     the "Registration Statement" and the "Prospectus", respectively. As used
     herein, the terms "Registration Statement" and "Prospectus" include all
     documents or portions thereof (including any Current Report on Form 8-K)
     incorporated therein by reference, and shall include any documents or
     portions thereof (including any Current Report on Form 8-K) filed after the
     date of such Registration Statement or Prospectus and incorporated therein
     by reference from the date of filing of such incorporated documents
     (collectively, the Incorporated Documents).

          (b) No order suspending the effectiveness of the Registration
     Statement or otherwise preventing or suspending the use of the Prospectus
     has been issued by the Commission and is in effect and no proceedings for
     that

_________________________
* Or the equivalent in foreign currencies or composite currencies as specified
in a pricing supplement (with U.S. dollars or such specified foreign currencies
or composite currencies being referred to herein as the "Specified Currency").

                                        2



     purpose are pending before or, to the knowledge of the Company, threatened
     by the Commission. The Registration Statement and the Prospectus comply in
     all material respects with the provisions of the Securities Act, the
     Exchange Act, the Trust Indenture Act of 1939, as amended (the Trust
     Indenture Act), and the related rules, regulations and releases of the
     Commission (the Rules and Regulations), and neither the Registration
     Statement on the date it was declared effective (the Effective Date) nor
     the Prospectus on the date hereof contained or contains an untrue statement
     of a material fact or omitted or omits to state a material fact required to
     be stated therein or necessary to make the statements therein not
     misleading; provided, however, that the foregoing representations and
     warranties in this Section 2 (b) shall not apply to statements in or
     omissions from the Registration Statement or the Prospectus made in
     reliance upon and in conformity with information furnished in writing to
     the Company by you or on behalf of any of you for use in the Registration
     Statement or Prospectus or to that part of the Registration Statement
     constituting the Trustee's Statement of Eligibility and Qualification under
     the Trust Indenture Act; and provided, further, that the foregoing
     representations and warranties are given on the basis that any statement
     contained in an Incorporated Document shall be deemed not to be contained
     in the Registration Statement or Prospectus if such statement has been
     modified or superseded by any statement in a subsequently filed
     Incorporated Document or in the Registration Statement or Prospectus.

          (c) The Indenture qualifies under, and conforms in all material
     respects to the requirements of, the Trust Indenture Act.

          (d) Deloitte & Touche LLP, who have audited certain of the Company's
     financial statements filed with the Commission and incorporated by
     reference in the Registration Statement, are independent public accountants
     as required by the Securities Act and the Rules and Regulations relating to
     the Securities Act.

          (e) Except as reflected in, or contemplated by, the Registration
     Statement and Prospectus (exclusive of any amendments or supplements after
     the date hereof), since the respective most recent dates as of which
     information is given in the Registration Statement and Prospectus
     (exclusive of any amendments or supplements after the date hereof), there
     has not been any material adverse change or event which would result in a
     material adverse effect on the condition of the Company and its
     subsidiaries taken as a whole, financial or otherwise (a Material Adverse
     Effect). The Company has no material contingent liability which is not
     disclosed in the Registration Statement and the Prospectus.

          (f) The Company has taken all corporate action necessary to be taken
     by it to authorize the execution by it of this Agreement and the
     performance by it of all obligations on its part to be performed hereunder;
     and the consummation of the transactions contemplated in this Agreement and
     in the Registration Statement (including the issuance and sale of the Notes
     and the use of the proceeds from the

                                       3



     sale of the Notes as described in the Prospectus under the caption "Use of
     Proceeds") and compliance by the Company with its obligations under this
     Agreement, the Indenture and the Notes do not and will not, whether with or
     without the giving of notice or lapse of time or both, conflict with or
     constitute a breach of, or default under or result in the creation or
     imposition of any lien, charge or encumbrance upon any property or assets
     of the Company pursuant to any contract, indenture, mortgage, deed of
     trust, loan or credit agreement, note, lease or any other agreement or
     instrument, to which the Company is a party or by which it may be bound, or
     to which any of the property or assets of the Company is subject (except
     for such conflicts, breaches or defaults or liens, charges or encumbrances
     that would not have a Material Adverse Effect), nor will such action result
     in any violation of the provisions of the charter or bylaws of the Company,
     or any applicable law, statute, rule, regulation, judgment, order, writ or
     decree of any government, government instrumentality or court, domestic or
     foreign, having jurisdiction over the Company or any of its properties,
     assets or operations, and the Company has full power and authority to
     authorize, issue and sell the Notes as contemplated by this Agreement.

          (g) The Notes, upon issuance thereof, will conform in all respects to
     the terms of the relevant order or orders of the State Corporation
     Commission of Virginia (the "Virginia Commission") now or hereafter in
     effect, with respect to these Notes and no other filings or regulatory
     approvals are necessary.

          (h) This Agreement has been duly authorized, executed and delivered by
     the Company.

          (i) The Indenture has been duly authorized, executed and delivered by
     the Company and is a valid and legally binding agreement of the Company,
     enforceable against the Company in accordance with its terms, except as
     enforcement thereof may be limited by bankruptcy, insolvency,
     reorganization, moratorium or other similar laws affecting the enforcement
     of creditors' rights generally or by general equitable principles
     (regardless of whether enforcement is considered in a proceeding in equity
     or at law), and except further as enforcement thereof may be limited by
     requirements that a claim with respect to any debt securities issued under
     the Indenture that are payable in a foreign or composite currency (or a
     foreign or composite currency judgment in respect of such claim) be
     converted into U.S. dollars at a rate of exchange prevailing on a date
     determined pursuant to applicable law or by governmental authority to
     limit, delay or prohibit the making of payments outside the United States.

          (j) The Notes have been duly authorized by the Company for offer,
     sale, issuance and delivery pursuant to this Agreement and, when issued,
     authenticated and delivered in the manner provided for in the Indenture and
     delivered against payment of the consideration therefor, will constitute
     valid and legally binding obligations of the Company, enforceable against
     the Company in accordance with their terms, except as enforcement thereof
     may be limited by bankruptcy,

                                       4



     insolvency, reorganization, moratorium or other similar laws affecting the
     enforcement of creditors' rights generally or by general equitable
     principles (regardless of whether enforcement is considered in a proceeding
     in equity or at law), and except further as enforcement thereof may be
     limited by requirements that a claim with respect to any Notes payable in a
     foreign or composite currency (or a foreign or composite currency judgment
     in respect of such claim) be converted into U.S. dollars at a rate of
     exchange prevailing on a date determined pursuant to applicable law or by
     governmental authority to limit, delay or prohibit the making of payments
     outside the United States; the Notes will be substantially in the form
     attached as Exhibits 4.2 and 4.3 to the Company's Current Report on Form
     8-K, filed with the Commission on or about ____________, and each holder of
     Notes will be entitled to the benefits of the Indenture.

          (k) There are no Significant Subsidiaries of the Company as such term
     is defined in Rule 1-02 of Regulation S-X

          (l) The Company is not, and, after giving effect to the offering and
     sale of the Notes and the application of the proceeds thereof as described
     in the Prospectus, will not be, an "investment company" or a company
     "controlled" by an "investment company" which is required to be registered
     under the Investment Company Act of 1940, as amended.

     3.   Solicitations as Agent; Purchases as Principal.

          (a) Solicitations as Agent. On the basis of the representations and
     warranties herein contained, but subject to the terms and conditions herein
     set forth, each of you agree, as agent of the Company, to use your best
     efforts to solicit offers to purchase the Notes upon the terms and
     conditions set forth in the Prospectus.

          The Company reserves the right, in its sole discretion, to suspend
     solicitation of offers to purchase the Notes in any Specified Currency, for
     any period of time or permanently. Upon receipt of instructions from the
     Company, you will, as soon as practicable, but in no event later than one
     business day after receipt of instruction from the Company, suspend
     solicitation of offers to purchase the Notes from the Company until such
     time as the Company has advised you that such solicitation may be resumed.

          The Company agrees to pay you a commission, at the time of settlement
     of each sale of Notes by the Company as a result of a solicitation made by
     you, in an amount in U.S. dollars (which, in the case of Notes denominated
     in currency units or in currencies other than U.S. dollars, shall be based
     on the Exchange Rate (as defined below)) equal to the applicable percentage
     of the aggregate principal amount of each Note sold as set forth in
     Schedule A attached hereto.

                                       5



          Unless otherwise agreed to, as agent, you are authorized to solicit
     orders for the Notes at the principal amount thereof only in the
     denominations specified in the applicable pricing supplement (which will be
     either U.S. $25* or U.S. $1,000* and integral multiples of such
     denominations in excess thereof) at a purchase price equal to 100% of the
     principal amount thereof, unless otherwise specified in a supplement to the
     Prospectus. You shall communicate to the Company, orally or in writing,
     each offer to purchase Notes received by you as agent, other than those
     rejected by you. The Company shall have the sole right to accept offers to
     purchase Notes and may reject any such offer in whole or in part. You shall
     have the right, in your discretion reasonably exercised, to reject any
     offer received by you to purchase the Notes, in whole or in part, and any
     such rejection shall not be deemed a breach of your agreement contained
     herein.

          No Note which the Company has agreed to sell pursuant to this
     Agreement shall be deemed to have been purchased and paid for, or sold, by
     the Company until such Note shall have been delivered to the purchaser
     thereof against payment by such purchaser.

          The "Exchange Rate" on a given date for a Specified Currency other
     than U.S. dollars means the noon dollar buying rate in New York City on
     such date for cable transfers for the Specified Currency as certified for
     customs purposes (or if not so certified, as otherwise determined) by the
     Federal Reserve Bank of New York.

          (b) Purchases as Principal. Each sale of Notes to you as principal
     shall be made in accordance with the terms of this Agreement and a separate
     agreement which will provide for the sale of such Notes to, and the
     purchase and reoffering thereof by, you. Each such separate agreement
     (which may be oral or written, and which may be substantially in the form
     of Exhibit A hereto or which may take the form of an exchange of any
     standard form of written telecommunication between you and the Company) is
     herein referred to as a "Terms Agreement". Your commitment to purchase
     Notes as principal, whether pursuant to a Terms Agreement or otherwise,
     shall be deemed to have been made on the basis of the representations and
     warranties of the Company herein contained and shall be subject to the
     terms and conditions herein set forth. Each agreement by you to purchase
     Notes as principal shall specify the principal amount of Notes to be
     purchased by you pursuant thereto, the price to be paid to the Company for
     such Notes, and such other terms, conditions and requirements as may be
     agreed upon between us. Each such agreement shall also specify any
     requirements for officers' certificates, opinions of counsel and letters
     from the independent public accountants of the Company pursuant to Section
     7 hereof. A Terms Agreement may also specify certain provisions relating to
     the reoffering of such Notes by you. Each purchase of Notes, unless
     otherwise agreed, shall be at a discount from the principal amount of each
     such Note equivalent to the applicable commission

___________________
* Or the equivalent of U.S. $25 or U.S. $1,000, as the case may be, in the
Specified Currency.

                                       6



     set forth in Schedule A hereto. You may utilize a selling or dealer group
     in connection with the resale of the Notes purchased by you as principal.

          If the Company and two or more Agents enter into an agreement pursuant
     to which such Agents agree to purchase Notes from the Company as principal
     and one or more of such Agents shall fail at the Settlement Date to
     purchase the Notes which it or they are obligated to purchase (the
     "Defaulted Notes"), then the nondefaulting Agents shall have the right,
     within 24 hours thereafter, to make arrangements for one of them or one or
     more other Agents or underwriters to purchase all, but not less than all,
     of the Defaulted Notes in such amounts as may be agreed upon and upon the
     terms herein set forth; provided, however, that if such arrangements shall
     not have been completed within such 24-hour period, then:

          (1) if the aggregate principal amount of Defaulted Notes does not
     exceed 10% of the aggregate principal amount of Notes to be so purchased by
     all of such Agents on the Settlement Date, the nondefaulting Agents shall
     be obligated, severally and not jointly, to purchase the full amount
     thereof in the proportions that their respective initial underwriting
     obligations bear to the underwriting obligations of all nondefaulting
     Agents; or

          (2) if the aggregate principal amount of Defaulted Notes exceeds 10%
     of the aggregate principal amount of Notes to be so purchased by all of
     such Agents on the Settlement Date, such agreement shall terminate without
     liability on the part of any nondefaulting Agent.

          No action taken pursuant to this paragraph shall relieve any
     defaulting Agent from liability in respect of its default. In the event of
     any such default which does not result in a termination of such agreement,
     either the nondefaulting Agents or the Company shall have the right to
     postpone the Settlement Date for a period not exceeding seven days in order
     to effect any required changes in the Registration Statement or the
     Prospectus or in any other documents or arrangements.

     4.   Administrative Procedures. Procedural details relating to the issuance
and delivery of Notes, the solicitation of offers to purchase by others, and
purchase by you as principal, of Notes, and the payment in each case therefor,
shall be agreed upon between the Company and each of you, as applicable (the
Administrative Procedures), and shall be furnished to the Trustee. Each of you
and the Company agree to perform, and the Company agrees to cause the Trustee to
perform, the respective duties and obligations substantially as provided to be
performed by each in the Administrative Procedures, attached hereto as Exhibit
D, as amended from time to time.

     5.   Time and Place of Closing. The documents required to be delivered on
the "Closing Date" pursuant to Section 7 hereof shall be delivered at
____________, ____________, at _______, ____________ time, on ____________, or
at such other time and/or place as you and the Company may agree upon in
writing, the time and date of such delivery being herein called the "Closing
Date".

                                       7



         6.       Covenants of the Company.  The Company agrees that:

                  (a) On or prior to the Closing Date, the Company will deliver
         to you conformed copies of the Registration Statement as originally
         filed and of all amendments or supplements thereto, including any
         post-effective amendment (in each case including all exhibits filed
         therewith and including copies of each consent and certificate included
         therein or filed as an exhibit thereto, except exhibits incorporated by
         reference unless specifically requested). After the Closing Date, the
         Company will deliver to you as many copies of the Registration
         Statement and Prospectus and of all amendments thereto (in each case
         without exhibits) as you may reasonably request for the purposes
         contemplated by the Securities Act or the Exchange Act.

                  (b) As soon as the Company is advised thereof, it will advise
         you orally of: (i) the issuance of any stop order under the Securities
         Act with respect to the Registration Statement, or the institution of
         any proceedings therefor of which the Company shall have received
         notice, and (ii) any change in the rating assigned by any "nationally
         recognized statistical rating organization" (as that term is defined by
         the Commission for purposes of Rule 436(g)(2) under the Securities Act)
         to any debt securities (including the Notes) of the Company, or any
         notification from such an organization of any intended or potential
         downgrading or of any review for a possible change with possible
         negative implications in its ratings of such securities. The Company
         will use its best efforts to prevent the issuance of any stop order and
         to secure the prompt removal thereof, if issued.

                  (c) The Company will pay all expenses in connection with (i)
         the preparation and filing by it of the Registration Statement and
         Prospectus, (ii) the preparation, issuance and delivery of the Notes,
         (iii) any fees and expenses of the Trustee and (iv) the printing and
         delivery to you in accordance with this Agreement of copies of the
         Registration Statement and Prospectus (each as originally filed and as
         subsequently amended or supplemented). The Company also will pay all
         taxes, if any, on the issuance of the Notes. In addition, the Company
         will pay the reasonable fees and disbursements of your counsel,
         Troutman Sanders LLP, including fees and disbursements incurred in
         connection with qualifying the Notes under state securities or blue-sky
         laws or investment laws (if and to the extent such qualification is
         required by you or the Company), your reasonable out-of-pocket expenses
         in connection with the transactions contemplated hereby and your
         advertising expenses, which have been approved, in writing in advance,
         by the Company.

                  (d) The Company will furnish you with copies of each further
         amendment and supplement to the Prospectus in such quantities as you
         may from time to time reasonably request. If at any time when the
         delivery of the Prospectus shall be required by law in connection with
         the sale of any Note, any

                                       8



          event relating to or affecting the Company, or of which the Company
          shall be advised in writing by you, shall occur, which in the opinion
          of the Company or of your counsel should be set forth in a supplement
          to or an amendment of the Prospectus in order to make the Prospectus
          not misleading in the light of the circumstances when it is delivered,
          or if for any other reason it shall be necessary during such period to
          amend or supplement the Prospectus or any document incorporated by
          reference in the Prospectus in order to comply with the Securities
          Act, the Exchange Act or the Trust Indenture Act, the Company
          forthwith will (i) notify you to suspend solicitation of purchases of
          Notes and (ii) at its expense, prepare and furnish to you a reasonable
          number of copies of the supplement or supplements or the amendment or
          amendments to the Prospectus so that the Prospectus, as supplemented
          or amended, will not contain any untrue statement of a material fact
          or omit to state any material fact necessary in order to make the
          statements therein, in the light of the circumstances when the
          Prospectus is delivered, not misleading or which will effect any other
          necessary compliance. During the period specified in the preceding
          sentence, the Company will continue to prepare and file with the
          Commission on a timely basis all documents or amendments required to
          be filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
          of the Exchange Act; provided, however, that the Company shall not
          file its reports on Forms 10-Q or 10-K, including any amendments
          thereto (other than amendments to Form 10-K filed solely pursuant to
          General Instruction A to Form 11-K), without also furnishing copies
          thereof to you and Troutman Sanders LLP. Notwithstanding any other
          provision of this Section 6(d), if before the earlier of: (i) the
          expiration of thirty (30) days after the Prospectus has been amended
          or (ii) the distribution of any Notes you may own as principal has
          been completed, an event described above in this Section 6(d) occurs,
          the Company will, at its own expense, forthwith prepare and cause to
          be filed promptly with the Commission an amendment or supplement to
          the Registration Statement or Prospectus, as then amended or
          supplemented, satisfactory in all respects to you; will supply such
          amended or supplemented Prospectus to you in such quantities as you
          may reasonably request; and will furnish to you pursuant to Sections
          7(c), 7(d) and 7(h) such documents, certificates, opinions and letters
          as you may request in connection with the preparation and filing of
          such amendment or supplement.

               (e) The Company will advise you promptly of any proposal to amend
          or supplement the Registration Statement or the Prospectus relating to
          the Notes (other than by filing a document under the Exchange Act
          which will be incorporated by reference into the Registration
          Statement or Prospectus, or an amendment or supplement providing
          solely for a specification of the interest rates or other terms of the
          Notes commonly included in a pricing supplement, or an amendment or
          supplement relating solely to an offering of securities other than the
          Notes) and will afford you a reasonable opportunity to comment on any
          such proposed amendment or supplement.

                                       9



               (f) The Company will use its best efforts promptly to do and
          perform all things to be done and performed by it hereunder prior to
          the Closing Date and to satisfy all conditions precedent to the
          delivery by it of the Notes.

               (g) The Company will furnish such proper information as may be
          lawfully required and otherwise cooperate in qualifying the Notes for
          offer and sale under the securities or blue-sky laws of such states as
          you may designate; provided, however, that the Company shall not be
          required in any state to qualify as a foreign corporation, or to file
          a general consent to service of process, or to submit to any
          requirements that it deems unduly burdensome.

               (h) If required pursuant to the terms of a Terms Agreement,
          between the dates of any Terms Agreement and the settlement date with
          respect to such Terms Agreement, the Company will not, without your
          prior written consent, offer, sell, contract to sell or otherwise
          dispose of any debt securities of the Company in a public offering
          which are substantially similar to the Notes.

               (i) If the Company enters into any amendment to this Agreement,
          then such amendment shall be entered into by each of you; provided,
          however, that this Agreement may be terminated in accordance with
          Sections 7 or 12 herein as to any one of you without being terminated
          as to the others of you.

               (j) If the Company adds a new agent with respect to the Notes,
          then such agent shall enter into an agreement substantially similar to
          this Agreement, as such may be amended from time to time.

          7.   Conditions of Your Obligations. Your obligations as agent of the
     Company to initiate solicitations of offers to purchase Notes and to
     continue such solicitations, as the case may be, and your obligations to
     purchase Notes as principal pursuant to any Terms Agreement or otherwise,
     shall be subject to the continuing accuracy of the representations and
     warranties on the part of the Company contained herein, to the accuracy of
     the statements of the Company's officers made in any certificate furnished
     pursuant to the provisions hereof, to the performance and observance by the
     Company of all covenants and agreements contained herein on its part to be
     performed and observed and to the following additional conditions:

               (a) An order or orders of the Virginia Commission permitting the
          issuance and sale of the Notes shall be in full force and effect and
          shall contain no provision unacceptable to you or the Company (but all
          provisions of such order or orders heretofore entered, copies of which
          have heretofore been delivered to you, are deemed acceptable to you
          and the Company, and all provisions of such order or orders hereafter
          entered shall be deemed acceptable to you and the Company unless
          within 24 hours after receiving a copy of any such order any party to
          this Agreement shall give notice to the other parties to the effect
          that such order contains an unacceptable provision).

                                       10



               (b) You shall receive on the Closing Date the opinion of Troutman
          Sanders LLP, dated the Closing Date, substantially in the form
          attached hereto as Exhibit B.

               (c) You shall receive (i) on the Closing Date, (ii) on any date
          that the Registration Statement or the Prospectus shall be amended or
          supplemented (other than by an amendment or supplement providing
          solely for the specification of the variable terms of the Notes
          commonly included in a pricing supplement or an amendment or
          supplement relating solely to an offering of securities other than the
          Notes), including an amendment effected by the filing of a document
          that is incorporated by reference into the Registration Statement or
          Prospectus (other than (A) a Current Report on Form 8-K containing
          only information responsive to Item 5 or Item 9 thereof, or Item 10 as
          proposed or substantially as proposed in Securities Act Release No.
          33-8090 (Item 10), and any exhibits relating to such information or
          (B) an amendment to the Company's annual report on Form 10-K filed
          solely pursuant to General Instruction A to Form 11-K) and (iii) each
          time, if so indicated in the applicable Terms Agreement or otherwise,
          the Company sells Notes to you as principal, the legal opinion of
          McGuireWoods LLP or other counsel satisfactory to you in your
          reasonable judgment, dated the Closing Date, the date of such
          amendment, supplement, incorporation by reference or settlement date,
          relating to a sale of Notes pursuant to a Terms Agreement or
          otherwise, as the case may be, substantially in the form attached
          hereto as Exhibit C. In lieu of such opinion to be delivered upon such
          amendment, supplement, incorporation by reference or settlement date
          relating to a sale of Notes under a Terms Agreement or otherwise, each
          counsel last furnishing such an opinion to you shall furnish you with
          a letter to the effect that you may rely upon such last opinion to the
          same extent as though it were dated the date of such letter
          authorizing reliance (except that statements in such last opinion
          shall be deemed to relate to the Registration Statement and the
          Prospectus as amended and supplemented to the time of delivery of such
          letter authorizing reliance).

               (d) You shall receive (i) on the Closing Date, (ii) on any date
          that the Registration Statement or the Prospectus shall be amended or
          supplemented to include additional financial information (other than
          by an amendment or supplement relating solely to the issuance and/or
          offering of securities other than the Notes), including an amendment
          effected by the filing of a document that is incorporated by reference
          into the Registration Statement or Prospectus (other than a Current
          Report on Form 8-K containing only information responsive to Item 5,
          Item 9 or Item 10 thereof and any exhibits relating to such
          information) and (iii) each time, if so indicated in the applicable
          Terms Agreement or otherwise, the Company sells Notes to you as
          principal, from Deloitte & Touche LLP, or another independent public
          accounting firm satisfactory to you, a letter addressed to you, dated
          the Closing Date, the date of such amendment, supplement,
          incorporation or settlement date relating to a sale pursuant to a
          Terms Agreement or otherwise, as the case may be, containing
          statements and information of the type ordinarily included in
          accountants' SAS 72 "comfort

                                       11



          letters" to underwriters with respect to financial statements and
          certain financial information contained or incorporated by reference
          into the Prospectus, including any pro forma financial information.

               (e) Since the date of the most recent audited or unaudited
          financial statements included in or incorporated by reference in the
          Registration Statement and Prospectus, and, in the case of your
          obligation to solicit offers to purchase Notes, up to the time of such
          solicitations or since the date of any agreement by you to purchase
          Notes as principal and, in the case of your obligation to purchase
          Notes as principal, up to the settlement date relating to such
          purchase pursuant to a Terms Agreement or otherwise, there shall not
          have been any material adverse change or event which would result in a
          Material Adverse Effect.

               (f) Since the respective most recent dates as of which
          information is given (i) in the Registration Statement and Prospectus,
          as amended or supplemented through the date of this Agreement,
          including by incorporation by reference therein, and up to the Closing
          Date, the Company shall not have any material contingent liability,
          except as reflected in or contemplated by the Registration Statement
          or Prospectus as so amended or supplemented, (ii) in the Registration
          Statement and Prospectus as amended or supplemented through the date
          of any agreement by you to purchase Notes as principal, including by
          incorporation by reference, and prior to each corresponding settlement
          date, the Company shall not have any material contingent liability,
          except as reflected in or contemplated by the Registration Statement
          or Prospectus as so amended or supplemented.

               (g) The representations and warranties of the Company in this
          Agreement shall be true and correct and the Company shall have
          performed all obligations and satisfied all conditions required of it
          under this Agreement (i) on the Closing Date and (ii) on any date that
          the Registration Statement or the Prospectus shall be amended or
          supplemented (other than by an amendment or supplement providing
          solely for the specification of the variable terms of the Notes
          commonly included in a pricing supplement or an amendment or
          supplement relating solely to an offering of securities other than the
          Notes), including an amendment effected by the filing of a document
          that is incorporated by reference into the Registration Statement or
          Prospectus (other than (A) a Current Report on Form 8-K containing
          only information responsive to Item 5, Item 9, or Item 10 thereof and
          any exhibits relating to such information or (B) an amendment to the
          Company's annual report on Form 10-K filed solely pursuant to General
          Instruction A to Form 11-K) and (iii) each time, if so indicated in
          the applicable Terms Agreement or otherwise, the Company sells Notes
          to you as principal.

               (h) On the Closing Date and on any applicable date referred to in
          Section 7(g)(ii) or (iii) hereof, as the case may be, you shall have
          received a certificate, signed by the Chairman of the Board, the
          President or any Vice

                                       12



          Presidentof the Company, it being understood that such certificate
          shall relate to the Registration Statement and Prospectus as amended
          or supplemented to the date of such certificate.

               (i) All legal proceedings to be taken in connection with the
          transactions contemplated by this Agreement shall have been
          satisfactory to Troutman Sanders LLP.

               In case any of the conditions specified above in this Section 7
shall not have been fulfilled, this Agreement may be terminated by any of you,
as to yourself only, upon mailing or delivering written notice thereof to the
Company; provided, however, that it shall not be considered a failure to fulfill
the conditions specified in Sections 7(c), 7(d) or 7(h) above if the Company
temporarily suspends its obligations under such sections in accordance with
Section 7A below. Any termination pursuant to the preceding sentence shall be
without liability of the terminating party and the Company to each other, except
as otherwise provided in Sections 6(c), 9(e) and 10 hereof.

          7A.  Temporary Suspension of Certain Obligations. After the Closing
Date, if the Company shall determine that it does not intend to be in the market
with respect to the Notes during the three months after the date of filing of a
quarterly report on Form 10-Q, an annual report on Form 10-K, or an amendment
thereto, the Company may deliver to each of you a notice, which shall be dated
the date of delivery thereof to each of you, to such effect (a Notice of
Temporary Suspension), in which event the obligations of the Company pursuant to
Sections 7(c), 7(d) and 7(h) with respect to such filings shall be deemed
suspended until such time as the Company notifies each of you that it wishes to
re-enter the market with respect to the Notes (which could be earlier than three
months after the date of the Notice of Temporary Suspension) and delivers to
each of you the documents required by Sections 7(c), 7(d) and 7(h), but dated as
of the date the Company re-enters the market with respect to the Notes.

          8.   Additional Covenant of the Company. The Company agrees that each
acceptance by it of an offer for the purchase of Notes hereunder shall be deemed
to be an affirmation to you that the representations and warranties of the
Company contained in this Agreement are true and correct as of the date of such
acceptance as though made at and as of such time, and a covenant that such
representations and warranties will be true and correct as of the date of
delivery to the purchaser or the purchaser's agent of the Note or Notes relating
to such acceptance and, in the case of your obligation to purchase Notes as
principal, as of the settlement date relating to such purchase pursuant to a
Terms Agreement or otherwise, as though made at and as of each such date (except
that such representations and warranties shall be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented to each
such date).

          9.   Indemnification and Contribution.

               (a) The Company agrees to indemnify and hold harmless you, your
          officers and directors and each person who controls you within the
          meaning of

                                       13



          Section 15 of the Securities Act or Section 20(a) of the Exchange Act,
          against any and all losses, claims, damages or liabilities, joint or
          several, to which you or any of them may become subject under the
          Securities Act, the Exchange Act or any other statute or common law
          and to reimburse you and each of your officers, directors and
          controlling persons for any legal or other expenses (including, to the
          extent hereinafter provided, reasonable outside counsel fees) incurred
          by you or them in connection with investigating or defending any such
          losses, claims, damages, liabilities, or in connection with defending
          any actions, insofar as such losses, claims, damages, liabilities,
          expenses or actions arise out of or are based upon any untrue
          statement or alleged untrue statement of a material fact contained in
          the Registration Statement or the Prospectus, in either such document
          as originally filed or as amended or supplemented (if such amendments
          or supplements thereto shall have been furnished pursuant to Section
          2(a) hereof), or the omission or alleged omission to state therein a
          material fact required to be stated therein or necessary to make the
          statements therein not misleading; provided that the indemnity
          agreement contained in this Section 9 shall not apply to any such
          losses, claims, damages, liabilities, expenses or actions arising out
          of or based upon any such untrue statement or alleged untrue
          statement, or any such omission or alleged omission, if such statement
          or omission was made in reliance upon information furnished in writing
          to the Company by any of you or on behalf of any of you for use in the
          Registration Statement or any amendment thereto, in the Prospectus or
          in any supplement thereto. The indemnity agreement of the Company
          contained in this Section 9(a) and the representations and warranties
          of the Company contained in Section 2 hereof shall remain operative
          and in full force and effect, regardless of any investigation made by
          you or on behalf of you or any such controlling person, and shall
          survive the delivery of the Notes.

               (b) Each of you agree, severally and not jointly, to indemnify
          and hold harmless the Company, its officers and directors and each
          person who controls the Company within the meaning of Section 15 of
          the Securities Act or Section 20(a) of the Exchange Act, against any
          and all losses, claims, damages or liabilities, joint or several, to
          which they or any of them may become subject under the Securities Act,
          the Exchange Act or any other statute or common law and to reimburse
          each of them for any legal or other expenses (including, to the extent
          hereinafter provided, reasonable outside counsel fees) incurred by
          them in connection with investigating or defending any such losses,
          claims, damages or liabilities or in connection with defending any
          actions, insofar as such losses, claims, damages, liabilities,
          expenses or actions arise out of or are based upon any untrue
          statement or alleged untrue statement of a material fact contained in
          the Registration Statement or the Prospectus, as originally filed or
          as amended or supplemented (if such amendments or supplements thereto
          shall have been furnished pursuant to Section 6(a) hereof) or the
          omission or alleged omission to state therein a material fact required
          to be stated therein or necessary to make the statements therein not
          misleading, if such statement or omission was made in reliance upon
          information furnished in writing to the Company by you or on your
          behalf for use in the Registration Statement or the Prospectus or any
          amendment

                                       14



         or supplement to either thereof. The indemnity agreement of each of you
         contained in this Section 9(b) shall remain operative and in full force
         and effect, regardless of any investigation made by or on behalf of the
         Company or any such controlling person, and shall survive the delivery
         of the Notes.

                  (c) Each of you and the Company agree that, upon the receipt
         of notice of the commencement of any action against the Company or any
         of its officers or directors, or any person controlling the Company, or
         against you, your officers, directors or any controlling person as
         aforesaid, in respect of which indemnity may be sought on account of
         any indemnity agreement contained herein, you or the Company, as the
         case may be, will promptly give written notice of the commencement
         thereof to the party or parties against whom indemnity shall be sought
         hereunder, but the omission so to notify such indemnifying party or
         parties of any such action shall not relieve such indemnifying party or
         parties from any liability which it or they may have to the indemnified
         party or parties otherwise than on account of such indemnity agreement.
         In case such notice of any such action shall be so given, such
         indemnifying party shall be entitled to participate at its own expense
         in the defense or, if it so elects, to assume (in conjunction with any
         other indemnifying parties) the defense of such action, in which event
         such defense shall be conducted by counsel chosen by such indemnifying
         party (or parties) and reasonably satisfactory to the indemnified party
         or parties who shall be defendant or defendants in such action, and
         such defendant or defendants shall bear the fees and expenses of any
         additional outside counsel retained by them; provided that, if the
         defendants (including impleaded parties) in any such action include
         both the indemnified party and the indemnifying party (or parties) and
         the indemnified party shall have reasonably concluded that there may be
         legal defenses available to it and/or other indemnified parties which
         are different from or additional to those available to the indemnifying
         party (or parties), the indemnified party shall have the right to
         select separate counsel to assert and direct such different or
         additional legal defenses and to participate otherwise in the defense
         of such action on behalf of such indemnified party. The indemnifying
         party shall bear the reasonable fees and expenses of outside counsel
         retained by the indemnified party if (i) the indemnified party shall
         have retained such counsel in connection with the assertion of legal
         defenses in accordance with the proviso to the preceding sentence (it
         being understood, however, that the indemnifying party shall not be
         liable for the expenses of more than one separate counsel (in addition
         to one local counsel), representing the indemnified parties under
         Section 9(a) or 9(b), as the case may be, who are parties to such
         action), (ii) the indemnifying party shall have elected not to assume
         the defense of such action, (iii) the indemnifying party shall not have
         employed counsel reasonably satisfactory to the indemnified party to
         represent the indemnified party within a reasonable time after notice
         of the commencement of the action, or (iv) the indemnifying party has
         authorized the employment of outside counsel for the indemnified party
         at the expense of the indemnifying party. Notwithstanding the foregoing
         sentence, an indemnifying party shall not be liable for any settlement
         of any proceeding effected without its

                                       15



          written consent (such consent not to be unreasonably withheld), but if
          settled with such consent or if there be a final judgment for the
          plaintiff, the indemnifying party agrees to indemnify the indemnified
          party from and against any loss or liability by reason of such
          settlement or judgment. No indemnifying party shall, without the prior
          written consent of the indemnified party, effect any settlement of any
          pending or threatened proceeding in respect of which indemnification
          may be sought hereunder (whether or not the indemnified party is an
          actual or potential party to such a proceeding), by such indemnified
          party, unless such settlement (x) includes an unconditional release of
          such indemnified party from all liability on claims that are the
          subject matter of such proceeding and (y) does not include a statement
          as to or an admission of fault, culpability or failure to act by or on
          behalf of any indemnified party.

               (d) If the indemnification provided for in this Section 9 is
          unavailable to or insufficient to hold harmless an indemnified party
          under Section 9(a) or 9(b) above in respect of any losses, claims,
          damages or liabilities (or actions in respect thereof) referred to
          therein, then each indemnifying party shall contribute to the amount
          paid or payable to such indemnified party as a result of such losses,
          claims, damages or liabilities (or actions in respect thereof) in such
          proportion as is appropriate to reflect the relative fault of the
          Company, on the one hand, and of any of you participating in the
          transaction at issue, on the other, in connection with the statements
          or omissions which resulted in such losses, claims, damages or
          liabilities (or actions in respect thereof), as well as any other
          relevant equitable considerations, including relative benefit. The
          relative fault 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
          required to be stated therein or necessary in order to make the
          statements therein not misleading relates to information supplied by
          the Company on the one hand or by you on the other hand and the
          parties' relative intent, knowledge, access to information and
          opportunity to correct or prevent such statement or omission. The
          Company and each of you agree that it would not be just and equitable
          if contribution pursuant to this Section 9(d) were determined by pro
          rata allocation (even if all of you were treated as one entity for
          such purpose) or by any other method of allocation which does not take
          account of the equitable considerations referred to above in this
          Section 9(d). The amount paid or payable by an indemnified party as a
          result of the losses, claims, damages or liabilities (or actions in
          respect thereof) referred to above in this Section 9(d) shall be
          deemed to include any legal or other expenses reasonably incurred by
          such indemnified party in connection with investigating or defending
          any such action or claim. No person guilty of fraudulent
          misrepresentation (within the meaning of Section 11(f) of the
          Securities Act) shall be entitled to contribution from any person who
          was not guilty of such fraudulent misrepresentation. The obligations
          of each of you under this Section 9(d) to contribute are several in
          proportion to the respective purchases made by or through you to which
          such loss, claim, damage or liability (or action in respect thereof)
          relates and are not joint.

                                       16



             (e) The remedies provided for in this Section 9 are not exclusive
         and shall not limit any rights or remedies which may otherwise be
         available to any indemnified party at law or in equity.

         10. Representations, Warranties and Agreements to Survive Delivery. All
representations, warranties and agreements contained in this Agreement or
contained in certificates of officers of the Company submitted pursuant to this
Agreement shall remain operative and in full force and effect regardless of any
investigation made by you or on your behalf or on behalf of any controlling
person of you, or by or on behalf of the Company, and shall survive each
delivery of and payment for any of the Notes.

         11. Status as Agent. In soliciting offers by others to purchase Notes
from the Company, you are acting solely as agent for the Company, and not as
principal. You will make reasonable efforts to assist the Company in obtaining
performance by each purchaser whose offer to purchase Notes has been accepted by
the Company, but you shall not have any liability to the Company in the event
such purchase is not consummated for any reason. If the Company shall default on
its obligation to deliver Notes to a purchaser whose offer it has accepted, the
Company shall hold you harmless against any loss, claim or damage arising from
or as a result of such default by the Company.

         12. Termination. This Agreement may be terminated for any reason, at
any time by any of you as to the Company or by the Company as to any of you upon
the giving by the terminating party of five (5) business days' written notice of
such termination to the other parties hereto. Each of you may also terminate any
agreement by you to purchase Notes as principal, immediately upon notice to the
Company, at any time at or prior to the settlement date relating thereto if
during such period (a) there shall have occurred any material adverse change in
the financial markets in the United States or in the financial markets of the
country or countries of origin of any foreign currency or currencies in which
the Notes are denominated or payable or any outbreak or escalation of
hostilities or other national or international calamity or crisis the effect of
which is such as to make it, in the judgment of the relevant Agent (which shall
be the lead manager(s) in the case of a syndicated transaction) impracticable or
inadvisable to market the Notes or enforce contracts for the sale of Notes on
the terms and in the manner contemplated in the Prospectus, or (b) if trading in
any securities of the Company has been suspended by the Commission or a national
securities exchange, or if trading generally on either the American Stock
Exchange or the New York Stock Exchange shall have been suspended, or any
limitation on prices in such trading or any restrictions on the distribution of
securities are established by either of such exchanges or by order of the
Commission or any other governmental authority, or if a banking moratorium shall
have been declared either by federal or New York authorities or by the relevant
authorities in the country or countries of origin of any foreign currency or
currencies in which the Notes are denominated or payable, or (c) after the
acceptance by you of such agreement to purchase Notes as principal and at or
prior to the settlement date relating thereto, the Company shall have sustained
a substantial loss by fire, flood, accident or other calamity which in the
judgment of the relevant Agent (which shall be the lead manager(s) in the

                                       17



case of a syndicated transaction) renders it inadvisable to consummate the sale
of the Notes and the delivery of the Notes upon the terms set forth in such
agreement, regardless of whether or not such loss shall have been insured, or
(d) there shall have occurred a downgrading in the rating accorded the Company's
unsecured debt securities by any "nationally recognized statistical rating
organization" (as that term is defined by the Commission for purposes of Rule
436(g)(2) under the Securities Act) or such an organization shall have given
notice of any intended or potential downgrading or of any review for a possible
change with possible negative implications in its ratings of such securities.

         In the event of any such termination, neither the terminating party nor
the terminated party shall have any liability to the other except as provided in
the third full paragraph of Section 3(a), Section 6(c), Section 9 and Section 10
and except that, if at the time of termination you shall own any of the Notes
with the intention of reselling them or an offer for the purchase of Notes shall
have been accepted by the Company but the time of delivery to the purchaser or
such purchaser's agent of the Note or Notes relating thereto shall not yet have
occurred, you shall comply with the Administrative Procedures, and the Company
shall also have the obligations provided in Sections 7(c) through (h) and
Section 8 hereof until such Notes have been resold or delivered, as the case may
be; provided, however, that the Company's obligation to comply with the
provisions of Sections 7(c) through (h) and Section 8 hereof as set forth in the
immediately preceding clause of this sentence shall be subject to the following
conditions: (i) no stop order suspending the effectiveness of the Registration
Statement shall be in effect on the Closing Date and no proceedings for that
purpose shall be pending before, or to the knowledge of the Company threatened
by, the Commission on such date, and (ii) at the Closing Date, except as
provided in Section 3(f) herein, an order or orders of the Virginia Commission
Act permitting the issuance and sale of the Notes substantially in accordance
with the terms and conditions hereof shall be in full force and effect and shall
contain no provision unacceptable to you or the Company (but all provisions of
such order or orders heretofore entered, copies of which have heretofore been
delivered to you, are deemed acceptable to you and the Company, and all
provisions of such order or orders hereafter entered shall be deemed acceptable
to you and the Company unless within 24 hours after receiving a copy of any such
order any party to this Agreement shall give notice to the other parties to the
effect that such order contains an unacceptable provision).

         13. Miscellaneous. The validity and interpretation of this Agreement
shall be governed by the laws of the State of New York. This Agreement shall
inure to your benefit, the benefit of the Company and, with respect to the
provisions of Section 9 hereof, each person who controls you and each of your
officers and directors and each controlling person and each officer and director
of the Company referred to in Section 9, and their respective successors,
assigns, executors and administrators. Nothing in this Agreement is intended or
shall be construed to give to any person, firm or corporation any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision herein contained. The term "successors" as used in this Agreement
shall not include any of the purchasers, as such, of any of the Notes.

                                       18



     14. Notices. Except as otherwise specifically provided herein or in the
Administrative Procedures, all communications hereunder shall be in writing and,
if to you, shall be sent by facsimile transmission, registered mail or delivered
to the address set forth under your signature below and, if to the Company,
shall be sent by facsimile transmission, registered mail or delivered to it,
attention of Treasurer, Virginia Electric and Power Company, 120 Tredegar
Street, Richmond, Virginia 23219 (facsimile: (804) 819-2211).

               [the rest of this page is left blank intentionally]

                                       19



         Please sign and return to us a counterpart of this letter, whereupon
this letter will become a binding agreement between the Company and you in
accordance with its terms.

                                            Very truly yours,

                                            VIRGINIA ELECTRIC AND POWER COMPANY



                                            By:_________________________________
                                            Name: ______________________________
                                            Title: _____________________________

               [the rest of this page is left blank intentionally]

                                       20



The foregoing agreement is
hereby confirmed and accepted,
as of the date first above written.

___________________________


By: ______________________________
        Authorized Signatory
Name: ____________________________
Title: ___________________________

Addresses for Notices:

___________________________
___________________________
___________________________
___________________________
___________________________
___________________________

with a copy to:
___________________________
___________________________
___________________________
___________________________
___________________________

               [the rest of this page is left blank intentionally]

                                       21



The foregoing agreement is
hereby confirmed and accepted,
as of the date first above written.

___________________________________


By: _____________________________________
            Authorized Signatory
Name: ___________________________________
Title: __________________________________


Addresses for Notices:

___________________________________
___________________________________
___________________________________
___________________________________
___________________________________
___________________________________

with a copy to:

___________________________________
___________________________________
___________________________________
___________________________________
___________________________________

               [the rest of this page is left blank intentionally]

                                       22



The foregoing agreement is
hereby confirmed and accepted,
as of the date first above written.

___________________________________


By: _____________________________________
            Authorized Signatory
Name: ___________________________________
Title: __________________________________

Address for Notices:

___________________________________
___________________________________
___________________________________
___________________________________
___________________________________
___________________________________

               [the rest of this page is left blank intentionally]

                                       23



The foregoing agreement is
hereby confirmed and accepted,
as of the date first above written.

___________________________________


By: ______________________________________
            Authorized Signatory
Name: ____________________________________
Title: ___________________________________


Address for Notices:

___________________________________
___________________________________
___________________________________
___________________________________
___________________________________
___________________________________

               [the rest of this page is left blank intentionally]

                                       24



The foregoing agreement is
hereby confirmed and accepted,
as of the date first above written.

___________________________________


By:_______________________________________
            Authorized Signatory
Name: ____________________________________
Title: ___________________________________

Addresses for Notices:

___________________________________
___________________________________
___________________________________
___________________________________
___________________________________
___________________________________

               [the rest of this page is left blank intentionally]

                                       25





The foregoing agreement is
hereby confirmed and accepted,
as of the date first above written.

____________________________


By: ____________________________________
           Authorized Signatory
Name: __________________________________
Title: _________________________________

Address for Notices:

___________________________________
___________________________________
___________________________________
___________________________________
___________________________________
___________________________________

               [the rest of this page is left blank intentionally]

                                       26







                                   SCHEDULE A

     The Company will pay each Agent a commission, at the time of settlement of
each sale of Notes by the Company as a result of a solicitation made by such
Agent, in an amount equal to the following percentage of the aggregate principal
amount of such Notes sold:

                                                         Percentage of Aggregate
                                                            Principal Amount
     Maturity Ranges                                          of Notes Sold
     ---------------                                     -----------------------

     More than 9 months to less than 1 year                      .125%
     From 1 year to less than 18 months                          .150%
     From 18 months to less than 2 years                         .200%
     From 2 years to less than 3 years                           .250%
     From 3 years to less than 4 years                           .350%
     From 4 years to less than 5 years                           .450%
     From 5 years to less than 6 years                           .500%
     From 6 years to less than 7 years                           .550%
     From 7 years to less than 10 years                          .600%
     From 10 years to less than 15 years                         .625%
     From 15 years to less than 20 years                         .700%
     From 20 years to 30 years                                   .750%
     More than 30 years                                        As agreed

                                      A-1



                                    EXHIBIT A

                       VIRGINIA ELECTRIC AND POWER COMPANY

                          MEDIUM-TERM NOTES, SERIES __

                             FORM OF TERMS AGREEMENT

                                     (Date)

Virginia Electric and Power Company
120 Tredegar Street
Richmond, Virginia 23219
Attention: Treasurer

Re:  Distribution Agreement dated __________

     The undersigned agrees to purchase the following principal amount of Notes,
subject to the following terms, where applicable:

     $_______________
     (or principal amount of foreign or composite currency)

     Minimum Denomination:

     Interest Rate or Formula:
          If Fixed Rate Note,
              Fixed Rate:
              Interest Payment Dates:

          If Floating Rate Note,
            ___ Regular Floating Rate Note
            ___ Inverse Floating Rate Note
            ___ Floating/Fixed Rate Note

              Base Rate or formula:
              Spread and/or Spread Multiplier, if any:
              Initial Interest Rate, if any:
              Initial Interest Reset Date:
              Interest Reset Dates:
              Interest Payment Dates:
              Index Currency, if any:
              Index Maturity:
              Maximum Interest Rate, if any:
              Minimum Interest Rate, if any:
              Fixed Rate Commencement Date, if any:
              Fixed Interest Rate, if any:
              Day Count Convention:
              Calculation Agent:

                                      A-1



         If Redeemable at the Option of the Company,
                Initial Redemption Date:
                Initial Redemption Percentage: ____% of par
                Annual Redemption Percentage Reduction:
                Limitation Date:
                Refunding Rate:

         If Repayment at the Option of the Holder,
                Repayment Date(s):
                Repayment Rate(s):

         Original Issue Date:
         Stated Maturity:
         Purchase Price:   _____% of par
         Specified Currency:
         Settlement Date and Time:

         Requirements pursuant to Section 6(i) of the Distribution Agreement, if
         any:

         Additional/Other Terms:

         Requirements pursuant to Sections 7(h), (c) and (d) of the Distribution
         Agreement (check any that apply):

                  ___ Officer's Certificate
                  ___ Legal Opinion
                  ___ Comfort Letter

                                         _______________________________________
                                         [Name of Agent Purchasing as Principal]

                                         By: ___________________________________
                                         Name:__________________________________
                                         Title:_________________________________

Accepted:

VIRGINIA ELECTRIC AND POWER COMPANY

By: _____________________________________
Name:____________________________________
Title:___________________________________

                                      A-2



                                    EXHIBIT B

                            PROPOSED FORM OF OPINION
                                       OF
                              TROUTMAN SANDERS LLP

                       VIRGINIA ELECTRIC AND POWER COMPANY

                 U.S. $2,000,000,000 Medium-Term Notes, Series H

                                  _____________


_______________                          ________________

_______________                          ________________

_______________                          ________________


_______________                          ________________

_______________                          ________________

_______________                          ________________


_______________                          ________________

_______________                          ________________

_______________                          ________________



Dear Ladies and Gentlemen:

         We have acted as counsel for you in connection with arrangements for
the issuance by Virginia Electric and Power Company (the Company) of up to U.S.
$2,000,000,000 aggregate principal amount of its Medium-Term Notes, Series H due
9 months or more from the date of issue (the Notes) under and pursuant to the
Company's Indenture, dated as of June 1, 1998, between the Company and JPMorgan
Chase Bank, formerly The Chase Manhattan Bank, as Trustee (the Trustee), as
previously supplemented, and as further supplemented by a ______ Supplemental
Indenture, dated as of __________ (such Indenture, as supplemented, is referred
to herein as the Indenture), and the offering of the Notes by you pursuant to a
Distribution Agreement, dated __________, by and between you and the Company
(the Distribution Agreement). All terms not otherwise defined herein shall have
the meanings set forth in the Distribution Agreement.

         We have examined originals, or copies certified to our satisfaction, of
such corporate records of the Company, indentures, agreements and other
instruments,

                                      B-1



certificates of public officials, certificates of officers and representatives
of the Company and of the Trustee, and other documents, as we have deemed
necessary as a basis for the opinions hereinafter expressed. As to various
questions of fact material to such opinions, we have, when relevant facts were
not independently established, relied upon certifications by officers of the
Company, the Trustee and other appropriate persons and statements contained in
the Registration Statement hereinafter mentioned. All legal proceedings taken as
of the date hereof in connection with the transactions contemplated by the
Distribution Agreement have been satisfactory to us.

     In addition, we attended the closing held today at the offices of
McGuireWoods LLP, 901 E. Cary Street, Richmond, Virginia, at which the Company
satisfied the conditions contained in Section 7 of the Distribution Agreement
which are required to be satisfied as of the Closing Date.

     Based upon the foregoing, and having regard to legal considerations which
we deem relevant, as of the date hereof, we are of the opinion that:

     A. The Company is a corporation duly incorporated and existing as a
corporation in good standing under the laws of Virginia and has the corporate
power to transact its business as described in the Prospectus.

     B. An appropriate order of the Virginia Commission with respect to the sale
of the Notes has been issued, and such order remains in effect at this date and
constitutes valid and sufficient authorization for the sale of the Notes as
contemplated by the Distribution Agreement. No approval or consent by any public
regulatory body, other than such order and notification of effectiveness by the
Virginia Commission is legally required in connection with the sale of the Notes
as contemplated by the Distribution Agreement (except to the extent that
compliance with the provisions of securities or blue sky laws of certain states
may be required in connection with the sale of the Notes in such states) and the
carrying out of the provisions of the Distribution Agreement.

     C. The Distribution Agreement has been duly authorized by all necessary
corporate action and has been duly executed and delivered by the Company.

     D. The Indenture has been duly authorized, executed and delivered by the
Company and has been duly qualified under the Trust Indenture Act and
constitutes a valid and binding obligation of the Company, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally or
by general equitable principles (regardless of whether enforcement is considered
in a proceeding in equity or at law), and except further as enforcement thereof
may be limited by requirements that a claim with respect to any debt securities
issued under the Indenture that are payable in a foreign or composite currency
(or a foreign or composite currency judgment in respect of such claim) be
converted into U.S. dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law or by governmental authority to limit,
delay or prohibit the making of payments outside the United States.

                                      B-2



     E. The Notes have been duly authorized by the Company and, when executed by
the Company and completed and authenticated by the Trustee in accordance with
the Indenture and delivered and paid for as provided in the Distribution
Agreement, will have been duly issued under the Indenture and will constitute
valid and binding obligations of the Company entitled to the benefits provided
by the Indenture, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally or by general equitable principles
(regardless of whether enforcement is considered in a proceeding in equity or at
law), and except further as enforcement thereof may be limited by requirements
that a claim with respect to any Notes payable in a foreign or composite
currency (or a foreign or composite currency judgment in respect of such claim)
be converted into U.S. dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law or by governmental authority to limit,
delay or prohibit the making of payments outside the United States.

     F. The Registration Statement with respect to the Notes filed pursuant to
the Securities Act has become effective and remains in effect at this date, and
the Prospectus may lawfully be used for the purposes specified in the Securities
Act in connection with the offer for sale and the sale of Notes in the manner
therein specified.

     G. The Registration Statement and the Prospectus (except that we express no
comment or belief with respect to any historical or pro forma financial
statements and schedules and other financial or statistical information
contained or incorporated by reference in the Registration Statement or
Prospectus) comply as to form in all material respects to the requirements of
the Securities Act, and to the applicable rules and regulations of the
Commission thereunder.

     H. As to the statements relating to the Notes under DESCRIPTION OF DEBT
SECURITIES and ADDITIONAL TERMS OF SENIOR DEBT SECURITIES in the prospectus
initially filed as part of the Registration Statement, as supplemented by the
statements under DESCRIPTION OF THE NOTES in the prospectus supplement dated
__________ (the Prospectus Supplement), we are of the opinion that the
statements are accurate and do not omit any material fact required to be stated
therein or necessary to make such statements not misleading.

     As to the statistical statements in the Registration Statement (which
includes statistical statements in the Incorporated Documents), we have relied
solely on the officers of the Company. We have not undertaken to determine
independently the accuracy or completeness of the statements contained or
incorporated by reference in the Registration Statement or in the Prospectus. We
accordingly assume no responsibility for the accuracy or completeness of the
statements made in the Registration Statement, except as stated above in the
preceding paragraph in regard to the captions set forth in such proceeding
paragraph. We note that the Incorporated Documents were prepared and filed by
the Company without our participation. We have, however, participated in
conferences with counsel for and representatives of the Company in connection
with the

                                      B-3



preparation of the Registration Statement, the Prospectus as it was initially
issued and as has been supplemented or amended, and we have reviewed the
Incorporated Documents and such of the corporate records of the Company as we
deemed advisable. None of the foregoing disclosed to us any information that
gives us reason to believe that the Registration Statement contained on the date
the Registration Statement became effective, or the Prospectus contained on the
date it was issued or the date it was supplemented or amended, or that the
Registration Statement or the Prospectus (in all cases, excepting the financial
statements and schedules and other financial information contained or
incorporated therein by reference and any pro forma financial information (and
notes thereto) included or incorporated by reference therein, as to which we
express no belief) contains on the date hereof, any untrue statement of any
material fact or omitted or omits on the date hereof to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading. The foregoing assurance is provided on the basis that any statement
contained in an Incorporated Document shall be deemed not to be contained in the
Registration Statement or Prospectus if the statement has been modified or
superseded by any statement in a subsequently filed Incorporated Document or in
the Registration Statement or Prospectus prior to the date of the Distribution
Agreement.

     We do not purport to express an opinion on any laws other than those of the
Commonwealth of Virginia, the State of Delaware, the State of New York and the
United States of America. This opinion may not be relied upon by, nor may copies
be delivered to, any person without our prior written consent.

                                            Very truly yours,


                                            TROUTMAN SANDERS LLP

                                      B-4



                                    EXHIBIT C

                            PROPOSED FORM OF OPINION
                                       OF
                                MCGUIREWOODS LLP

                       VIRGINIA ELECTRIC AND POWER COMPANY

                 U.S. $2,000,000,000 Medium-Term Notes, Series h

                                  _____________



_______________                          _______________

_______________                          _______________

_______________                          _______________


_______________                          _______________

_______________                          _______________

_______________                          _______________


_______________                          _______________

_______________                          _______________

_______________                          _______________

Dear Ladies and Gentlemen:

     The arrangements for issuance of up to U.S. $2,000,000,000 aggregate
principal amount of Medium-Term Notes, Series H due 9 months or more from the
date of issue (the Notes) of Virginia Electric and Power Company (the Company)
under the Company's Indenture, dated as of June 1, 1998, between the Company and
JPMorgan Chase Bank, formerly The Chase Manhattan Bank, as Trustee (the
Trustee), as previously supplemented, and as further supplemented by a ______
Supplemental Indenture, dated as of __________ (such Indenture, as supplemented,
is referred to herein as the Indenture), pursuant to a Distribution Agreement,
dated __________, by and between you and the Company (the Distribution
Agreement), have been taken under our supervision as counsel for the Company.
Terms not otherwise defined herein have the meanings set forth in the
Distribution Agreement.

     We have examined originals, or copies certified to our satisfaction, of
such corporate records of the Company, indentures, agreements and other
instruments, certificates of public officials, certificates of officers and
representatives of the Company

                                      C-1



and of the Trustee, and other documents, as we have deemed it necessary to
require as a basis for the opinions hereinafter expressed. As to various
questions of fact material to such opinions, we have, when relevant facts were
not independently established, relied upon certifications by officers of the
Company, the Trustee and other appropriate persons and statements contained in
the Registration Statement hereinafter mentioned. All legal proceedings taken as
of the date hereof in connection with the transactions contemplated by the
Distribution Agreement have been satisfactory to us.

     On this basis, as of the date hereof, we are of the opinion that:

     1. The Company has been duly incorporated and is validly existing as a
corporation under the laws of Virginia, and has the corporate power and
authority to own, lease and operate its properties and to conduct its business
as described in the Prospectus and to enter into and perform its obligations
under the Distribution Agreement; and the Company is duly qualified as a foreign
corporation to transact business and is in good standing in each other
jurisdiction in which such qualification is required, whether by reason of the
ownership or leasing of property or the conduct of business, except where the
failure to so qualify or to be in good standing would not result in a Material
Adverse Effect.

     2. No filing with, or authorization, approval, consent, license, order,
registration, qualification or decree of, any court or governmental authority or
agency, domestic or foreign (other than an authorization by the Virginia
Commission and those required under the Securities Act and the Rules and
Regulations, which have been obtained, or as may be required under the
securities or blue sky laws of the various states) is necessary or required in
connection with the due authorization, execution and delivery of the
Distribution Agreement or the due execution, delivery or performance of the
Indenture by the Company or for the offering, issuance, sale or delivery of the
Notes.

     3. The Distribution Agreement has been duly authorized by all necessary
corporate action and has been duly executed and delivered by the Company.

     4. The Indenture has been duly authorized, executed and delivered by the
Company and has been duly qualified under the Trust Indenture Act and
constitutes a valid and binding obligation of the Company, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally or
by general equitable principles (regardless of whether enforcement is considered
in a proceeding in equity or at law), and except further as enforcement thereof
may be limited by requirements that a claim with respect to any debt securities
issued under the Indenture that are payable in a foreign or composite currency
(or a foreign or composite currency judgment in respect of such claim) be
converted into U.S. dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law or by governmental authority to limit,
delay or prohibit the making of payments outside the United States.

                                      C-2



     5. The Notes have been duly authorized by the Company and, when duly
executed by the Company and completed and authenticated by the Trustee in
accordance with the Indenture and issued, delivered and paid for in accordance
with the Distribution Agreement, will have been duly issued under the Indenture
and will constitute valid and binding obligations of the Company entitled to the
benefits provided by the Indenture, except as enforcement thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally or by general equitable
principles (regardless of whether enforcement is considered in a proceeding in
equity or at law), and except further as enforcement thereof may be limited by
requirements that a claim with respect to any Notes payable in a foreign or
composite currency (or a foreign or composite currency judgment in respect of
such claim) be converted into U.S. dollars at a rate of exchange prevailing on a
date determined pursuant to applicable law or by governmental authority to
limit, delay or prohibit the making of payments outside the United States.

     6. The Registration Statement with respect to the Notes filed pursuant to
the Securities Act has become effective and remains in effect at this date, and
the Prospectus may lawfully be used for the purposes specified in the Securities
Act in connection with the offer for sale and the sale of the Notes in the
manner therein specified.

     7. The Registration Statement and the Prospectus (except the financial
statements, any pro forma information and schedules contained or incorporated by
reference therein, as to which we express no opinion) appear on their face to be
appropriately responsive in all material respects to the requirements of the
Securities Act, and to the applicable rules and regulations of the Commission
thereunder.

     8. We are of the opinion that the statements relating to the Notes under
DESCRIPTION OF DEBT SECURITIES and ADDITIONAL TERMS OF SENIOR DEBT SECURITIES in
the prospectus initially filed as part of the Registration Statement, as all or
any of them have been supplemented by the statements under DESCRIPTION OF THE
NOTES in the prospectus supplement dated __________, are substantially accurate
and fair.

     9. With regard to the discussion in the Prospectus Supplement under the
caption CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS, we are of the
opinion that under current United States federal income tax law, although the
discussion does not purport to discuss all possible United States federal income
tax consequences of the purchase, ownership and disposition of the Notes, such
discussion constitutes a fair and accurate summary of the matters discussed
therein in all material respects. In rendering the aforementioned tax opinion,
we have considered the current provisions of the Internal Revenue Code of 1986,
as amended, proposed and final Treasury regulations promulgated thereunder,
judicial decisions and Internal Revenue Service rulings, all of which are
subject to change, which changes may be retroactively applied. A change in the
authorities upon which our opinion is based could affect our conclusions. There
can be no assurance, moreover, that any of the opinions expressed herein will be
accepted by the Internal Revenue Service, or, if challenged, by a court.

                                       C-3



     10. There are no actions, suits or proceedings pending or, to the best of
our knowledge, threatened, to which the Company or one of its subsidiaries is a
party or to which any of the Company's or any of its subsidiaries' properties is
subject, other than any proceedings described in the Prospectus and proceedings
which we believe are not likely to have a material adverse effect on the power
or ability of the Company to perform its obligations under the Distribution
Agreement or to consummate the transactions contemplated thereby or by the
Prospectus.

     We have participated in conferences with officers and other representatives
of the Company and your representatives at which the contents of the
Registration Statement and the Prospectus were discussed, and we have consulted
with officers and other employees of the Company to inform them of the
disclosure requirements of the Securities Act. We have examined various reports,
records, contracts and other documents of the Company and orders and instruments
of public officials, which our investigation led us to deem pertinent. In
addition, we attended the due diligence meetings with representatives of the
Company and the closing at which the Company satisfied the conditions contained
in Section 7 of the Distribution Agreement. We have not, however, undertaken to
make any independent review of other records of the Company which our
investigation did not lead us to deem pertinent. As to the statistical
statements in the Registration Statement (which includes the Incorporated
Documents), we have relied solely on the officers of the Company. We accordingly
assume no responsibility for the accuracy or completeness of the statements made
in the Registration Statement, except as stated above. Such conferences,
consultation, examination and attendance disclosed to us no information with
respect to such other matters that gives us reason to believe that the
Registration Statement contained on the date the Registration Statement became
effective, or the Prospectus contained on the date it was issued, or that the
Registration Statement or the Prospectus (in each case, except with respect to
the financial statements and schedules and other financial information contained
or incorporated by reference in the Registration Statement or the Prospectus)
contains on the date hereof, any untrue statement of a material fact or omitted
on such date or omits on the date hereof to state a material fact required to be
stated therein or necessary to make the statements therein not misleading. The
foregoing assurance is provided on the basis that any statement contained in an
Incorporated Document shall be deemed not to be contained in the Registration
Statement or Prospectus if the statement has been modified or superseded by any
statement in a subsequently filed Incorporated Document or in the Registration
Statement or Prospectus prior to the date of the Purchase Agreement.

     We do not purport to express an opinion on any laws other than those of the
Commonwealth of Virginia, the State of New York and the United States of
America. This opinion may not be relied upon by, nor may copies be delivered to,
any person without our prior written consent.

                                                  Yours very truly,

                                      C-4



                                                     MCGUIREWOODS LLP

                                      C-5



                                    EXHIBIT D

                       VIRGINIA ELECTRIC AND POWER COMPANY

                            ADMINISTRATIVE PROCEDURES

          for Fixed Rate and Floating Rate Medium-Term Notes, Series H
                            (Dated as of __________)


     Medium-Term Notes Due Nine Months or More From Date of Issue (the "Notes")
are to be offered on a continuous basis by VIRGINIA ELECTRIC AND POWER COMPANY,
a Virginia corporation (the "Company"), to or through ______________,
_____________, _____________, _____________, _____________, and _____________
(each, an "Agent" and, collectively, the "Agents") pursuant to a Distribution
Agreement, dated __________ (the "Distribution Agreement"), by and among the
Company and the Agents. The Distribution Agreement provides for the sale of
Notes by the Company to one or more of the Agents as principal for resale to
investors and other purchasers, for the sale of Notes by the Company through one
or more of the Agents who solicit offers to purchase the Notes and receive a
commission (as may from time to time be agreed to by the Company and the related
Agent or Agents) and for the sale of Notes by the Company directly to investors.

     Unless otherwise agreed by the related Agent or Agents and the Company,
Notes will be purchased by the related Agent or Agents as principal. Such
purchases will be made in accordance with terms agreed upon by the related Agent
or Agents and the Company (which terms shall be agreed upon orally, with written
confirmation prepared by the related Agent or Agents and mailed to the Company).
If agreed upon by any Agent or Agents and the Company, the Agent or Agents,
acting solely as agent or agents for the Company and not as principal, will use
best efforts to solicit offers to purchase the Notes. Only those provisions in
these Administrative Procedures that are applicable to the particular role to be
performed by the related Agent or Agents shall apply to the offer and sale of
the relevant Notes.

     The Notes will be issued as a series of debt securities under an Indenture,
dated as of June 1, 1998, between the Company and JPMorgan Chase Bank, formerly
The Chase Manhattan Bank, as trustee (together with any successor in such
capacity, the "Trustee") as previously supplemented and as further supplemented
by a ______ Supplemental Indenture, dated as of __________ (such Indenture as
supplemented is referred to herein as the "Indenture"). The Company has filed a
Registration Statement with the Securities and Exchange Commission (the
"Commission") registering, among other securities, debt securities (which
includes the Notes) (the "Registration Statement", which term shall include any
additional registration statements filed in connection with the Notes). The most
recent base prospectus deemed part of the Registration Statement, as
supplemented with respect to the Notes, is herein referred to as "Prospectus".
The most recent supplement to the Prospectus setting forth the purchase price,
interest rate or formula, maturity date and other terms of the Notes (as
applicable) is herein referred to as the "Pricing Supplement".

                                      D-1



         The Notes will either be issued (a) in book-entry form and represented
by one or more fully registered Notes without coupons (each, a "Global Note")
delivered to the Trustee, as agent for The Depository Trust Company ("DTC"), and
recorded in the book-entry system maintained by DTC, or (b) in certificated form
(each, a "Certificated Note") delivered to the investor or other purchaser
thereof or a person designated by such investor or other purchaser.

         General procedures relating to the issuance of all Notes are set forth
in Part I hereof. Additionally, Notes issued in book-entry form will be issued
in accordance with the procedures set forth in Part II hereof and Certificated
Notes will be issued in accordance with the procedures set forth in Part III
hereof. Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed thereto in the Indenture or the Notes, as the case may be.

                   PART I: PROCEDURES OF GENERAL APPLICABILITY

Date of Issuance/
  Authentication:               Each Note will be dated as of the date
                                of its authentication by the Trustee.
                                Each Note shall also bear an original
                                issue date (each, an "Original Issue
                                Date"). The Original Issue Date shall
                                remain the same for all Notes
                                subsequently issued upon transfer,
                                exchange or substitution of an original
                                Note regardless of their dates of
                                authentication.

Maturities:                     Each Note will mature on a date nine
                                months or more from its Original Issue
                                Date (the "Stated Maturity Date")
                                selected by the investor or other
                                purchaser and agreed to by the Company.

Registration:                   Unless otherwise provided in the
                                applicable Pricing Supplement, Notes
                                will be issued only in fully registered
                                form.

Denominations:                  Unless otherwise provided in the
                                applicable Pricing Supplement, the
                                Notes, except for Notes denominated in
                                a Specified Currency other than U.S.
                                dollars, shall be issued only in
                                denominations of $25 or $1,000, as
                                specified in the applicable Pricing
                                Supplement, and any integral multiple of
                                such denominations in excess thereof.
                                Notes denominated in a Specified
                                Currency other than U.S. dollars will be
                                issued in equivalent denominations, as
                                determined by reference to the Market
                                Exchange Rate on the Business Day
                                immediately preceding the date of
                                issuance unless otherwise specified in
                                the applicable Pricing Supplement.

                                      D-2



Base Rates applicable
  to Floating Rate
  Notes:                        Unless otherwise provided in the
                                applicable Pricing Supplement, Floating
                                Rate Notes will bear interest at a rate
                                or rates determined by reference to the
                                CD Rate, the CMT Rate, the Commercial
                                Paper Rate, the Federal Funds Rate,
                                LIBOR, the Prime Rate, the Treasury
                                Rate, or such other Base Rate or formula
                                as may be set forth in applicable
                                Pricing Supplement, or by reference to
                                two or more such rates, as adjusted by
                                the Spread and/or Spread Multiplier, if
                                any, applicable to such Floating Rate
                                Notes.

Redemption/Repayment:           The Notes will be subject to redemption
                                by the Company in accordance with the
                                terms of the Notes, which will be fixed
                                at the time of sale and set forth in the
                                applicable Pricing Supplement. If no
                                Initial Redemption Date is indicated
                                with respect to a Note, such Note will
                                not be redeemable prior to its Stated
                                Maturity Date.

                                The Notes will be subject to repayment
                                at the option of the Holders thereof in
                                accordance with the terms of the Notes,
                                which will be fixed at the time of sale
                                and set forth in the applicable Pricing
                                Supplement. If no Optional Repayment
                                Date is indicated with respect to a
                                Note, such Note will not be repayable at
                                the option of the Holder prior to its
                                Stated Maturity Date.

Calculation of
  Interest:                     In case of Fixed Rate Notes, interest
                                (including payments for partial periods)
                                will be calculated and paid on the basis
                                of a 360-day year of twelve 30-day
                                months.

                                The interest rate on each Floating Rate
                                Note will be calculated by reference to
                                the specified Base Rate(s) plus or minus
                                the applicable Spread, if any, and/or
                                multiplied by the applicable Spread
                                Multiplier, if any.

                                Unless otherwise provided in the
                                applicable Pricing Supplement, interest
                                on each Floating Rate Note will be
                                calculated by multiplying its principal
                                amount by an accrued interest factor.
                                Such accrued interest factor is computed
                                by adding the interest factor calculated
                                for each day in the period for which
                                accrued interest is being accrued.
                                Unless otherwise provided in the
                                applicable Pricing Supplement, the
                                interest factor for each such day is
                                computed by dividing the interest rate
                                applicable to such day by 360 if the CD
                                Rate, Commercial

                                      D-3



                                Paper Rate, Federal Funds Rate, LIBOR
                                (except for LIBOR Notes denominated in
                                pounds sterling) or Prime Rate is an
                                applicable Base Rate, by 365 in the case
                                of LIBOR Notes denominated in pounds
                                sterling if LIBOR is the applicable Base
                                Rate, or by the actual number of days in
                                the year if the CMT Rate or Treasury
                                Rate is an applicable Base Rate. As
                                provided in the applicable Pricing
                                Supplement, the interest factor for
                                Notes for which the interest rate is
                                calculated with reference to two or more
                                Base Rates will be calculated in each
                                period in the same manner as if only the
                                lowest, highest or average of the
                                applicable Base Rates applied.

Interest:                       General.  Each Note will bear interest
                                in accordance with its terms.  Unless
                                otherwise provided in the applicable
                                Pricing Supplement, interest on each
                                Note will accrue from and including the
                                Original Issue Date of such Note for the
                                first interest period or from the most
                                recent Interest Payment Date (as defined
                                below) to which interest has been paid
                                or duly provided for all subsequent
                                interest periods to but excluding
                                applicable Interest Payment Date or the
                                Stated Maturity Date or date of earlier
                                redemption or repayment, as the case may
                                be (the Stated Maturity Date or date of
                                earlier redemption or repayment is
                                referred to herein as the "Maturity
                                Date" with respect to the principal
                                repayable on such date).

                                If an Interest Payment Date or the
                                Maturity Date with respect to any Fixed
                                Rate Note falls on a day that is not a
                                Business Day (as defined below), the
                                required payment to be made on such day
                                need not be made on such day, but may be
                                made on the next succeeding Business Day
                                with the same force and effect as if
                                made on such day, and no interest shall
                                accrue on such payment for the period
                                from and after such day to the next
                                succeeding Business Day. If an Interest
                                Payment Date other than the Maturity
                                Date with respect to any Floating Rate
                                Note would otherwise fall on a day that
                                is not a Business Day, such Interest
                                Payment Date will be postponed to the
                                next succeeding Business Day, except
                                that in the case of a Note for which
                                LIBOR is an applicable Base Rate, if
                                such Business Day falls in the next
                                succeeding calendar month, such Interest
                                Payment Date will be the immediately
                                preceding Business Day. If the Maturity
                                Date with respect to any Floating Rate
                                Note falls on a day that is not a
                                Business Day, the required payment to be
                                made on such day need not be made on
                                such day, but may be made on the next
                                succeeding Business Day with the same
                                force and effect as if made on such day,
                                and no interest shall accrue

                                      D-4



                                        on such payment for the period from and
                                        after the Maturity Date to the next
                                        succeeding Business Day.

                                        Unless otherwise provided in the
                                        applicable Pricing Supplement, "Business
                                        Day" means with respect to any Note, any
                                        day, other than a Saturday or Sunday,
                                        that is neither (a) a legal holiday nor
                                        (b) a day on which banking institutions
                                        are authorized or required by law,
                                        regulation or executive order to close
                                        in New York City; provided, however,
                                        that for Notes denominated in a
                                        Specified Currency other than United
                                        States dollars that day is also not a
                                        day on which commercial banking
                                        institutions are authorized or required
                                        by law, regulation or executive order to
                                        close in the Principal Financial Center
                                        of the country issuing the Specified
                                        Currency (or for Notes denominated in
                                        euros, that day is also a day on which
                                        the Trans-European Automated Real-time
                                        Gross Settlement Express Transfer
                                        System, commonly referred to as
                                        "TARGET," is operating); provided,
                                        further, that with respect to a LIBOR
                                        Note, the day must also be a London
                                        Business Day.

                                        "London Business Day" means any day on
                                        which commercial banks are open for
                                        business (including for dealings in
                                        deposits in the relevant Index Currency)
                                        in London.

                                        "Principal Financial Center" means as
                                        applicable, the capital city of the
                                        country issuing the Specified Currency;
                                        or the capital city of the country to
                                        which the Index Currency relates;
                                        provided, however, that the Principal
                                        Financial Center will be New York City
                                        for United States dollars, Sydney for
                                        Australian dollars, Toronto for Canadian
                                        dollars, Johannesburg for South African
                                        rand and Zurich for Swiss francs.

                                        Regular Record Dates. Unless otherwise
                                        provided in the applicable Pricing
                                        Supplement, the "Regular Record Date"
                                        for a Note shall be the close of
                                        business on the fifteenth calendar day
                                        (whether or not a Business Day)
                                        preceding the applicable Interest
                                        Payment Date.

                                        Interest Payment Dates. Interest
                                        payments will be made on each Interest
                                        Payment Date commencing with the first
                                        Interest Payment Date following the
                                        Original Issue Date; provided, however,
                                        the first payment of interest on any
                                        Note originally issued between a Regular
                                        Record Date and an Interest Payment Date
                                        will occur on the Interest Payment Date
                                        following the next succeeding Regular
                                        Record Date.

                                      D-5



                                        Unless otherwise provided in the
                                        applicable Pricing Supplement, interest
                                        payments on Fixed Rate Notes will be
                                        made semiannually in arrears on May 1
                                        and November 1 of each year and on the
                                        Maturity Date, while interest payments
                                        on Floating Rate Notes will be made as
                                        specified in the applicable Pricing
                                        Supplement.

Acceptance and
  Rejection of Offers
  from Solicitation
  as Agents:                            If agreed upon by any Agent and the
                                        Company, then such Agent acting solely
                                        as agent for the Company and not as
                                        principal will solicit purchases of the
                                        Notes. Each Agent will communicate to
                                        the Company, orally or in writing, each
                                        reasonable offer to purchase Notes
                                        solicited by such Agent on an agency
                                        basis, other than those offers rejected
                                        by such Agent. Each Agent has the right,
                                        in its discretion reasonably exercised,
                                        to reject any proposed purchase of
                                        Notes, as a whole or in part, and any
                                        such rejection shall not be a breach of
                                        such Agent's agreement contained in the
                                        Distribution Agreement. The Company has
                                        the sole right to accept or reject any
                                        proposed purchase of Notes, in whole or
                                        in part, and any such rejection shall
                                        not a breach of the Company's agreement
                                        contained in the Distribution Agreement.
                                        Each Agent has agreed to make best
                                        efforts to assist the Company in
                                        obtaining performance by each purchaser
                                        whose offer to purchase Notes has been
                                        solicited by such Agent and accepted by
                                        the Company.

Preparation of
  Pricing Supplement:                   If any offer to purchase a Note is
                                        accepted by the Company, the Company
                                        will promptly prepare a Pricing
                                        Supplement reflecting the terms of such
                                        Note. Information to be included in the
                                        Pricing Supplement shall include:

                                        1.  the name of the Company;

                                        2.  the title of the Notes;

                                        3.  the date of the Pricing Supplement
                                            and the date of the Prospectus to
                                            which the Pricing Supplement
                                            relates;

                                        4.  the name of the Offering Agent
                                            (as defined below);

                                      D-6




                                        5.  whether such Notes are being sold
                                            to the Offering Agent as principal
                                            or to an investor or other purchaser
                                            through the Offering Agent acting as
                                            agent for the Company;

                                        6.  with respect to Notes sold to the
                                            Offering Agent as principal, whether
                                            such Notes will be resold by the
                                            Offering Agent to investors and
                                            other purchasers at (i) a fixed
                                            public offering price of a specified
                                            percentage of their principal amount
                                            or (ii) at varying prices related to
                                            prevailing market prices at the time
                                            of resale to be determined by the
                                            Offering Agent;

                                        7.  with respect to Notes sold to an
                                            investor or other purchaser through
                                            the Offering Agent acting as agent
                                            for the Company, whether such Notes
                                            will be sold at (i) 100% of their
                                            principal amount or (ii) a specified
                                            percentage of their principal
                                            amount;

                                        8.  the Offering Agent's discount or
                                            commission;

                                        9.  the net proceeds to the Company;

                                        10. the Principal Amount, Specified
                                            Currency, Original Issue Date,
                                            Stated Maturity Date, Interest
                                            Payment Date(s), Authorized
                                            Denomination, Initial Redemption
                                            Date, if any, Initial Redemption
                                            Percentage, if any, Annual
                                            Redemption Percentage Reduction, if
                                            any, Optional Repayment Date(s), if
                                            any, Exchange Rate Agent, if any,
                                            Default Rate, if any, and, in the
                                            case of Fixed Rate Notes, the
                                            Interest Rate, and whether such
                                            Fixed Rate Note is an Original Issue
                                            Discount Note (and, if so, the Issue
                                            Price), and, in the case of Floating
                                            Rate Notes, the Interest Category,
                                            the Base Rate or Bases, the Day
                                            Count Convention, Index Maturity (if
                                            applicable), Initial Interest Rate,
                                            if any, Maximum Interest Rate, if
                                            any, Minimum Interest Rate, if any,
                                            Initial Interest Reset Date,
                                            Interest Reset Dates, Spread and/or
                                            Spread Multiplier, if any, and
                                            Calculation Agent; and

                                        11. any other additional provisions of
                                            the Notes material to investors or
                                            other purchasers of the Notes not
                                            otherwise specified in the
                                            Prospectus.

                                        The Company shall use its best efforts
                                        to send such Pricing Supplement by
                                        email, facsimile or overnight express
                                        (for delivery by the close of business
                                        on the applicable trade date, but in no
                                        event later than 11:00 a.m. New York
                                        City time, on

                                      D-7



                                        the Business Day following the
                                        applicable trade date) to the Agent
                                        which made or presented the offer to
                                        purchase the applicable Note (in such
                                        capacity, the "Offering Agent") and the
                                        Trustee at the following applicable
                                        address: if to:

                                        _______________
                                        _______________
                                        _______________
                                        _______________
                                        _______________

                                        _______________
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                                      D-8



                                        _______________
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                                        _______________
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                                        _______________
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                                        and to:
                                        Troutman Sanders LLP
                                        1111 East Main Street
                                        Richmond, Virginia  23219
                                        Attention: F. Claiborne Johnston, Jr.,
                                                   Esquire
                                        Telephone: (804) 697-1214
                                        Facsimile: (804) 697-1339

                                        In each instance that a Pricing
                                        Supplement is prepared, the Offering
                                        Agent will provide a copy of such
                                        Pricing Supplement to each investor or
                                        purchaser of the relevant Notes or its
                                        agent. Pursuant to Rule 434 ("Rule 434")
                                        of the Securities Act of 1933, as
                                        amended, the Pricing Supplement may be
                                        delivered separately from the
                                        Prospectus. Outdated Pricing Supplements
                                        (other than those retained for files)
                                        will be destroyed.

Settlement:                             The receipt of immediately available
                                        funds by the Company in payment for a
                                        Note and the authentication and delivery
                                        of such Note shall, with respect to such
                                        Note, constitute "settlement". Offers
                                        accepted by the Company will be settled
                                        in three Business Days, or at such time
                                        as the purchaser, the applicable Agent
                                        and the Company shall agree, pursuant to
                                        the timetable for settlement set forth
                                        in Parts II and III hereof under
                                        "Settlement Procedure Timetable" with
                                        respect to Global Notes and Certificated
                                        Notes, respectively (each such date
                                        fixed for settlement is hereinafter
                                        referred to as a "Settlement Date"). If
                                        procedures A and B of the applicable
                                        Settlement Procedures

                                      D-9



                                        with respect to a particular offer are
                                        not completed on or before the time set
                                        forth under the applicable "Settlement
                                        Procedures Timetable", such offer shall
                                        not be settled until the Business Day
                                        following the completion of settlement
                                        procedures A and B or such later date as
                                        the purchaser and the Company shall
                                        agree.

                                        The foregoing settlement procedures may
                                        be modified with respect to any purchase
                                        of Notes by an Agent as principal if so
                                        agreed by the Company and such Agent.

Procedure for Changing
  Rates or Other
  Variable Terms:                       When a decision has been reached to
                                        change the interest rate or any other
                                        variable term on any Notes being sold by
                                        the Company, the Company will promptly
                                        advise the Agents and the Trustee by
                                        facsimile transmission and the Agents
                                        will forthwith suspend solicitation of
                                        offers to purchase such Notes. The
                                        Agents will telephone: the Company with
                                        recommendations as to the changed
                                        interest rates or other variable terms.
                                        At such time as the Company notifies the
                                        Agents and the Trustee of the new
                                        interest rates or other variable terms,
                                        the Agents may resume solicitation of
                                        offers to purchase such Notes. Until
                                        such time, only "indications of
                                        interest" may be recorded. Immediately
                                        after acceptance by the Company of an
                                        offer to purchase Notes at a new
                                        interest rate or new variable term, the
                                        Company, the Offering Agent and the
                                        Trustee shall follow the procedures set
                                        forth under the applicable "Settlement
                                        Procedures".

Suspension of Solicitation;
  Amendment or
  Supplement:                           The Company may instruct the Agents to
                                        suspend solicitation of offers to
                                        purchase Notes at any time. Upon receipt
                                        of such instructions, the Agents will
                                        forthwith suspend solicitation of offers
                                        to purchase from the Company until such
                                        time as the Company has advised the
                                        Agents that solicitation of offers to
                                        purchase may be resumed. If the Company
                                        decides to amend or supplement the
                                        Registration Statement or the Prospectus
                                        (other than to establish or change
                                        interest rates or formulas, maturities,
                                        prices or other similar variable terms
                                        with respect to the Notes), it will
                                        promptly advise the Agents and will
                                        furnish the Agents and their counsel
                                        with copies of the proposed amendment or
                                        supplement. Copies of such amendment or
                                        supplement will be delivered or mailed
                                        to the Agents, their

                                      D-10



                                        counsel and the Trustee in quantities
                                        which such parties may reasonably
                                        request at the following respective
                                        addresses: if to

                                        _______________
                                        _______________
                                        _______________
                                        _______________
                                        _______________

                                        _______________
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                                        _______________
                                        _______________
                                        _______________

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                                        _______________
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                                        _______________
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                                        _______________
                                        _______________
                                        _______________

                                        _______________

                                      D-11



                                        _______________
                                        _______________
                                        _______________
                                        _______________

                                        and to:
                                        Troutman Sanders LLP
                                        1111 East Main Street
                                        Richmond, Virginia 23219
                                        Attention: F. Claiborne Johnston, Jr.,
                                                   Esquire
                                        Telephone: (804) 697-1214
                                        Facsimile: (804) 697-1339

                                        In the event that at the time the
                                        solicitation of offers to purchase from
                                        the Company is suspended (other than to
                                        establish or change interest rates or
                                        formulas, maturities, prices or other
                                        similar variable terms with respect to
                                        the Notes) there shall be any offers to
                                        purchase Notes that have been accepted
                                        by the Company which have not been
                                        settled, the Company will promptly
                                        advise the Offering Agent and the
                                        Trustee whether such offers may be
                                        settled and whether copies of the
                                        Prospectus as theretofore amended and/or
                                        supplemented as in effect at the time of
                                        the suspension may be delivered in
                                        connection with the settlement of such
                                        offers. The Company will have the sole
                                        responsibility for such decision and for
                                        any arrangements which may be made in
                                        the event that the Company determines
                                        that such offers may not be settled or
                                        that copies of such Prospectus may not
                                        be so delivered.

Delivery of Prospectus
  and applicable
  Pricing Supplement:                   A copy of the most recent Prospectus and
                                        the applicable Pricing Supplement, which
                                        pursuant to Rule 434 may be delivered
                                        separately from the Prospectus, must
                                        accompany or precede the earlier of (a)
                                        the written confirmation of a sale sent
                                        to an investor or other purchaser or its
                                        agent and (b) the delivery of Notes to
                                        an investor or other purchaser or its
                                        agent.

Authenticity of
  Signatures:                           The Agents will have no obligation or
                                        liability to the Company or the Trustee
                                        in respect of the authenticity of the
                                        signature of any officer, employee or
                                        agent of the Company or the Trustee on
                                        any Note.

Documents Incorporated

                                      D-12



  by Reference:                         The Company shall supply the Agents with
                                        an adequate supply of all documents
                                        incorporated by reference in the
                                        Registration Statement and the
                                        Prospectus.

                                      D-13





             PART II: PROCEDURES FOR NOTES ISSUED IN BOOK-ENTRY FORM

         In connection with the qualification of Notes issued in book-entry form
for eligibility in the book-entry system maintained by DTC, JPMorgan Chase Bank,
formerly The Chase Manhattan Bank ("JPMorgan Chase") will perform the custodial,
document control and administrative functions described below, in accordance
with its respective obligations under a Letter of Representations from the
Company and JPMorgan Chase to DTC, dated _______, 2002, and a Certificate
Agreement, dated May 26, 1989, between JPMorgan Chase and DTC, as amended (the
"Certificate Agreement"), and its obligations as a participant in DTC, including
DTC's Same-Day Funds Settlement System ("SDFS").

Issuance:                               All Fixed Rate Notes issued in book-
                                        entry form having the same Original
                                        Issue Date, Specified Currency, Interest
                                        Rate, Default Rate, Interest Payment
                                        Dates, redemption and/or repayment
                                        terms, if any, and Stated Maturity Date
                                        (collectively, the "Fixed Rate Terms")
                                        will be represented initially by a
                                        single Global Note; and all Floating
                                        Rate Notes issued in book-entry form
                                        having the same Original Issue Date,
                                        Specified Currency, Interest Category,
                                        formula for the calculation of interest
                                        (including the Base Rate or Bases, which
                                        may be the CD Rate, the CMT Rate, the
                                        Commercial Paper Rate, the Federal Funds
                                        Rate, LIBOR, the Prime Rate or the
                                        Treasury Rate or any other Base Rate or
                                        formula, and Spread and/or Spread
                                        Multiplier, if any), Day Count
                                        Convention, Initial Interest Rate,
                                        Default Rate, Index Maturity (if
                                        applicable), Minimum Interest Rate, if
                                        any, Maximum Interest Rate, if any,
                                        redemption and/or repayment terms, if
                                        any, Interest Payment Dates, Initial
                                        Interest Reset Date, Interest Reset
                                        Dates and Stated Maturity Date
                                        (collectively, the "Floating Rate
                                        Terms") will be represented initially by
                                        a single Global Note.

                                        For other variable terms with respect to
                                        the Fixed Rate Notes and Floating Rate
                                        Notes, see the Prospectus and the
                                        applicable Pricing Supplement.

                                        Owners of beneficial interests in Global
                                        Notes will be entitled to physical
                                        delivery of Certificated Notes equal in
                                        principal amount to their respective
                                        beneficial interests only upon certain
                                        limited circumstances described in the
                                        Prospectus.

Identification:                         The Company has arranged with the CUSIP
                                        Service Bureau of Standard & Poor's
                                        Corporation (the "CUSIP Service Bureau")
                                        for the reservation of one series of
                                        CUSIP numbers, which series consists of
                                        approximately 900 CUSIP numbers which

                                      D-14



                                        have been reserved for and relating to
                                        Global Notes and the Company has
                                        delivered to each of JPMorgan Chase and
                                        DTC such list of such CUSIP numbers. The
                                        Company will assign CUSIP numbers to
                                        Global Notes as described below under
                                        Settlement Procedure B. DTC will notify
                                        the CUSIP Service Bureau periodically of
                                        the CUSIP numbers that the Company has
                                        assigned to Global Notes. JPMorgan Chase
                                        will notify the Company at any time when
                                        fewer than 100 of the reserved CUSIP
                                        numbers remain unassigned to Global
                                        Notes, and, if it deems necessary, the
                                        Company will reserve and obtain
                                        additional CUSIP numbers for assignment
                                        to Global Notes. Upon obtaining such
                                        additional CUSIP numbers, the Company
                                        will deliver a list of such additional
                                        numbers to JPMorgan Chase and DTC. Notes
                                        issued in book-entry form in excess of
                                        $400,000,000 (or the equivalent thereof
                                        in one or more foreign or composite
                                        currencies) aggregate principal amount
                                        and otherwise required to be represented
                                        by the same Global Note will instead be
                                        represented by two or more Global Notes
                                        which shall all be assigned the same
                                        CUSIP number.

Registration:                           Unless otherwise specified by DTC, each
                                        Global Note will be registered in the
                                        name of Cede & Co., as nominee for DTC,
                                        on the register maintained by JPMorgan
                                        Chase under the Indenture. The
                                        beneficial owner of a Note issued in
                                        book-entry form (i.e., an owner of a
                                        beneficial interest in a Global Note)
                                        (or one or more indirect participants in
                                        DTC designated by such owner) will
                                        designate one or more participants in
                                        DTC (with respect to such Note issued in
                                        book-entry form, the "Participants") to
                                        act as agent for such beneficial owner
                                        in connection with the book-entry system
                                        maintained by DTC, and DTC will record
                                        in book-entry form, in accordance with
                                        instructions provided by such
                                        Participants, a credit balance with
                                        respect to such Note issued in
                                        book-entry form in the account of such
                                        Participants. The ownership interest of
                                        such beneficial owner in such Note
                                        issued in book-entry form will be
                                        recorded through the records of such
                                        Participants or through the separate
                                        records of such Participants and one or
                                        more indirect participants in DTC.

Transfers:                              Transfers of beneficial ownership
                                        interests in a Global Note will be
                                        accomplished by book entries made by DTC
                                        and, in turn, by Participants (and in
                                        certain cases, one or more indirect
                                        participants in DTC) acting on behalf of
                                        beneficial transferors and transferees
                                        of such Global Note.

                                      D-15



Exchanges:                              JPMorgan Chase may deliver to DTC and
                                        the CUSIP Service Bureau at any time a
                                        written notice specifying (a) the CUSIP
                                        numbers of two or more Global Notes
                                        outstanding on such date that represent
                                        Global Notes having the same Fixed Rate
                                        Terms or Floating Rate Terms, as the
                                        case may be (other than Original Issue
                                        Dates), and for which interest has been
                                        paid to the same date; (b) a date,
                                        occurring at least 30 days after such
                                        written notice is delivered and at least
                                        30 days before the next Interest Payment
                                        Date for the related Notes issued in
                                        book-entry form, on which such Global
                                        Notes shall be exchanged for a single
                                        replacement Global Note; and (c) a new
                                        CUSIP number, obtained from the Company,
                                        to be assigned to such replacement
                                        Global Note. Upon receipt of such a
                                        notice, DTC will send to its
                                        Participants (including JPMorgan Chase)
                                        a written reorganization notice to the
                                        effect that such exchange will occur on
                                        such date. Prior to the specified
                                        exchange date, JPMorgan Chase will
                                        deliver to the CUSIP Service Bureau
                                        written notice setting forth such
                                        exchange date and the new CUSIP number
                                        and stating that, as of such exchange
                                        date, the CUSIP numbers of the Global
                                        Notes to be exchanged will no longer be
                                        valid. On the specified exchange date,
                                        JPMorgan Chase will exchange such Global
                                        Notes for a single Global Note bearing
                                        the new CUSIP number and the CUSIP
                                        numbers of the exchanged Notes will, in
                                        accordance with CUSIP Service Bureau
                                        procedures, be canceled and not
                                        immediately reassigned. Notwithstanding
                                        the foregoing, if the Global Notes to be
                                        exchanged exceed $400,000,000 (or the
                                        equivalent thereof in one or more
                                        foreign or composite currencies) in
                                        aggregate principal amount, one
                                        replacement Note will be authenticated
                                        and issued to represent each
                                        $400,000,000 (or the equivalent thereof
                                        in one or more foreign or composite
                                        currencies) in aggregate principal
                                        amount of the exchanged Global Notes and
                                        an additional Global Note or Notes will
                                        be authenticated and issued to represent
                                        any remaining principal amount of such
                                        Global Notes (See "Denominations"
                                        below).

Denominations:                          Unless otherwise provided in the
                                        applicable Pricing Supplement, Notes
                                        issued in book-entry form will be issued
                                        in denominations of $25 or $1,000 and
                                        integral multiples of such denominations
                                        in excess thereof. Global Notes will not
                                        be denominated in excess of $400,000,000
                                        (or the equivalent thereof in one or
                                        more foreign or composite currencies)
                                        aggregate principal amount. If one or
                                        more Notes are issued in book-entry form
                                        in excess of $400,000,000 (or the
                                        equivalent thereof in one or more
                                        foreign or composite currencies)
                                        aggregate principal amount and would,
                                        but for the preceding

                                      D-16



                                        sentence, be represented by a single
                                        Global Note, then one Global Note will
                                        be issued to represent each $400,000,000
                                        (or the equivalent thereof in one or
                                        more foreign or composite currencies) in
                                        aggregate principal amount of such Notes
                                        issued in book-entry form and an
                                        additional Global Note or Notes will be
                                        issued to represent any remaining
                                        aggregate principal amount of such Note
                                        or Notes issued in book-entry form. In
                                        such a case, each of the Global Notes
                                        representing Notes issued in book-entry
                                        form shall be assigned the same CUSIP
                                        number.

Payments of Principal
  and Interest:                         Payments of Interest Only. Promptly
                                        after each Regular Record Date, JPMorgan
                                        Chase will deliver to the Company and
                                        DTC a written notice specifying by CUSIP
                                        number the amount of interest to be paid
                                        on each Global Note on the following
                                        Interest Payment Date (other than an
                                        Interest Payment Date coinciding with
                                        the Maturity Date) and the total of such
                                        amounts, to the extent then
                                        ascertainable. DTC will confirm the
                                        amount payable on each Global Note on
                                        such Interest Payment Date by reference
                                        to the daily bond reports published by
                                        Standard & Poor's Corporation. On such
                                        Interest Payment Date, the Company will
                                        pay to JPMorgan Chase in immediately
                                        available funds an amount sufficient to
                                        pay the interest then due and owing on
                                        the Global Notes, and upon receipt of
                                        such funds from the Company, JPMorgan
                                        Chase in turn will pay to DTC such total
                                        amount of interest due on such Global
                                        Notes (other than on the Maturity Date)
                                        which is payable in U.S. dollars, at the
                                        times and in the manner set forth below
                                        under "Manner of Payment". JPMorgan
                                        Chase shall make payment of that amount
                                        of interest due and owing on any Global
                                        Notes that Participants have elected to
                                        receive in foreign or composite
                                        currencies directly to such
                                        Participants.

                                        Notice of Interest Rates. Promptly after
                                        each Interest Determination Date or
                                        Calculation Date, as the case may be,
                                        for Floating Rate Notes issued in
                                        book-entry form, JPMorgan Chase will
                                        notify each of Moody's Investors
                                        Service, Inc. and Standard & Poor's
                                        Corporation of the interest rates
                                        determined as of such Interest
                                        Determination Date.

                                        Payments at Maturity. On or about the
                                        first Business Day of each month,
                                        JPMorgan Chase will deliver to the
                                        Company and DTC a written list of
                                        principal, premium, if any, and interest
                                        to be paid on each Global Note maturing
                                        or otherwise becoming due in the
                                        following month, to the extent then
                                        ascertainable. JPMorgan Chase, the
                                        Company and DTC will confirm the

                                      D-17



                                        amounts of such principal, premium, if
                                        any, and interest payments with respect
                                        to each such Global Note on or about the
                                        fifth Business Day preceding the
                                        Maturity Date of such Global Note. On
                                        the Maturity Date, the Company will pay
                                        to JPMorgan Chase in immediately
                                        available funds an amount sufficient to
                                        make the required payments, and upon
                                        receipt of such funds JPMorgan Chase in
                                        turn will pay to DTC the principal
                                        amount of Global Notes, together with
                                        premium, if any, and interest due on the
                                        Maturity Date, which are payable in U.S.
                                        dollars, at the times and in the manner
                                        set forth below under "Manner of
                                        Payment". JPMorgan Chase shall make
                                        payment of the principal, premium, if
                                        any, and interest to be paid on the
                                        Maturity Date of each Global Note that
                                        Participants have elected to receive in
                                        foreign or composite currencies directly
                                        to such Participants. Promptly after (i)
                                        payment to DTC of the principal,
                                        premium, if any, and interest due on the
                                        Maturity Date of such Global Note which
                                        are payable in U.S. dollars and (ii)
                                        payment of the principal, premium, if
                                        any, and interest due on the Maturity
                                        Date of such Global Note to those
                                        Participants who have elected to receive
                                        such payments in foreign or composite
                                        currencies, the Trustee will cancel such
                                        Global Note and deliver it to the
                                        Company with an appropriate debit
                                        advice. On the first Business Day of
                                        each month, the Trustee will deliver to
                                        the Company a written statement
                                        indicating the total principal amount of
                                        outstanding Global Notes as of the close
                                        of business on the immediately preceding
                                        Business Day.

                                        Manner of Payment. The total amount of
                                        any principal, premium, if any, and
                                        interest due on Global Notes on any
                                        Interest Payment Date or the Maturity
                                        Date, as the case may be, which is
                                        payable in U.S. dollars shall be paid by
                                        the Company to JPMorgan Chase in funds
                                        available for use by JPMorgan Chase no
                                        later than 10:00 a.m., New York City
                                        time, on such date. The Company will
                                        make such payment on such Global Notes
                                        to an account specified by JPMorgan
                                        Chase. Upon receipt of such funds,
                                        JPMorgan Chase will pay by separate wire
                                        transfer (using Fedwire message entry
                                        instructions in a form previously
                                        specified by DTC) to an account at the
                                        Federal Reserve Bank of New York
                                        previously specified by DTC, in funds
                                        available for immediate use by DTC, each
                                        payment in U.S. dollars of principal,
                                        premium, if any, and interest due on
                                        Global Notes on such date. Thereafter on
                                        such date, DTC will pay, in accordance
                                        with its SDFS operating procedures then
                                        in effect, such amounts in funds
                                        available for immediate use to the
                                        respective Participants in whose names

                                      D-18



                        the beneficial interests in such Global Notes are
                        recorded in the book-entry system maintained by DTC.
                        Neither the Company nor JPMorgan Chase shall have any
                        responsibility or liability for the payment in U.S.
                        dollars by DTC of the principal of, or premium, if any,
                        or interest on, the Global Notes. JPMorgan Chase shall
                        make all payments of principal, premium, if any, and
                        interest on each Global Note that Participants have
                        elected to receive in foreign or composite currencies
                        directly to such Participants.

                        Withholding Taxes. The amount of any taxes required
                        under applicable law to be withheld from any interest
                        payment on a Global Note will be determined and withheld
                        by the Participant, indirect participant in DTC or other
                        Person responsible for forwarding payments and materials
                        directly to the beneficial owner of such Global Note.

Settlement              Settlement Procedures with regard to each Note in
 Procedures:            book-entry form sold by an Agent, as agent of the
                        Company, or purchased by an Agent, as principal, will be
                        as follows:

                        A.   The Offering Agent will advise the Company by
                             telephone:, confirmed by facsimile, of the
                             following settlement information:

                             1.    Principal amount, Authorized Denomination,
                                   and Specified Currency.

                             2.    Exchange Rate Agent, if any.

                             3.    (a) Fixed Rate Notes:

                                           (i)   Interest Rate.

                                           (ii)  Interest Payment Dates.

                                           (iii) Whether such Note is being
                                                 issued with Original Issue
                                                 Discount and, if so, the terms
                                                 thereof.

                                   (b) Floating Rate Notes:

                                           (i)   Interest Category.

                                      D-19



                                         (ii)   Base Rate(s).

                                         (iii)  Initial Interest Rate.

                                         (iv)   Spread and/or Spread Multiplier,
                                                if any.

                                         (v)    Initial Interest Reset Date or
                                                Interest Reset Dates.

                                         (vi)   Interest Payment Dates.

                                         (vii)  Index Maturity, if any.

                                         (viii) Maximum and/or Minimum Interest
                                                Rates, if any.

                                         (ix)   Day Count Convention.

                                         (x)    Calculation Agent.

                             4.    Price to public, if any, of such Note (or
                                   whether such Note is being offered at varying
                                   prices relating to prevailing market prices
                                   at time of resale as determined by the
                                   Offering Agent).

                             5.    Trade Date.

                             6.    Settlement Date (Original Issue Date).

                             7.    Stated Maturity Date.

                             8.    Redemption provisions, if any.

                             9.    Repayment provisions, if any.

                             10.   Default Rate, if any.

                             11.   Net proceeds to the Company.

                             12.   The Offering Agent's discount or commission.

                                      D-20




                             13.   Whether such Note is being sold to the
                                   Offering Agent as principal or to an investor
                                   or other purchaser through the Offering Agent
                                   acting as agent for the Company.

                             14.   Such other information specified with respect
                                   to such Note (whether by Addendum or
                                   otherwise).

                       B.    The Company will assign a CUSIP number to the
                             Global Note representing such Note and then advise
                             the Trustee by facsimile transmission or other
                             electronic transmission (promptly confirmed in
                             writing) of the above settlement information
                             received from the Offering Agent, such CUSIP number
                             and the name of the Offering Agent. The Company
                             will also advise the Offering Agent of the CUSIP
                             number assigned to the Global Note.

                       C.    JPMorgan Chase will communicate to DTC and the
                             Offering Agent through DTC's Participant  Terminal
                             System a pending deposit message specifying the
                             following settlement information:

                             1.    The information set forth in the Settlement
                                   Procedure A.

                             2.    Identification numbers of the participant
                                   accounts maintained by DTC on behalf of
                                   JPMorgan Chase and the Offering Agent.

                             3.    Identification of the Global Note as a Fixed
                                   Rate Global Note or Floating Rate Global
                                   Note.

                             4.    Initial Interest Payment Date for such Note,
                                   number of days by which such date succeeds
                                   the related record date for DTC purposes (or,
                                   in the case of Floating Rate Notes which
                                   reset daily or weekly, the date five calendar
                                   days preceding the Interest Payment Date)
                                   and, if then calculable, the amount of
                                   interest payable on such Interest Payment
                                   Date (which amount shall have been confirmed
                                   by JPMorgan Chase).

                             5.    CUSIP number of the Global Note representing
                                   such Note.

                                      D-21




                             6.    Whether such Global Note represents any other
                                   Notes issued or to be issued in book-entry
                                   form.

                                   DTC will arrange for each pending deposit
                             message described above to be transmitted to
                             Standard & Poor's Corporation, which will use the
                             information in the message to include certain terms
                             of the related Global Note in the appropriate daily
                             bond report published by Standard & Poor's
                             Corporation.

                       D.    The Trustee will complete and authenticate the
                             Global Note representing such Note.

                       E.    DTC will credit such Note to the participant
                             account of JPMorgan Chase maintained by DTC.

                       F.    JPMorgan Chase will enter an SDFS deliver order
                             through DTC's Participant Terminal System
                             instructing DTC (i) to debit such Note to JPMorgan
                             Chase's participant account and credit such Note to
                             the participant account of the Offering Agent
                             maintained by DTC and (ii) to debit the settlement
                             account of the Offering Agent and credit the
                             settlement account of JPMorgan Chase maintained by
                             DTC, in an amount equal to the price of such Note
                             less such Offering Agent's discount or underwriting
                             commission, as applicable. Any entry of such a
                             deliver order shall be deemed to constitute a
                             representation and warranty by the Trustee to DTC
                             that (i) the Global Note representing such Note has
                             been issued and authenticated and (ii) JPMorgan
                             Chase is holding such Global Note pursuant to the
                             Certificate Agreement.

                       G.    In the case of Notes in book-entry form sold
                             through the Offering Agent, as agent, the Offering
                             Agent will enter an SDFS deliver order through
                             DTC's Participant Terminal System instructing DTC
                             (i) to debit such Note to the Offering Agent's
                             participant account and credit such Note to the
                             participant account of the Participants maintained
                             by DTC and (ii) to debit the settlement accounts of
                             such Participants and credit the settlement account
                             of the Offering Agent maintained by DTC in an
                             amount equal to the initial public offering price
                             of such Note.

                                      D-22



                        H.   Transfers of funds in accordance with SDFS deliver
                             orders described in Settlement Procedures F and G
                             will be settled in accordance with SDFS operating
                             procedures in effect on the Settlement Date.

                        I.   Upon receipt, JPMorgan Chase will pay the Company,
                             by wire transfer of immediately available funds to
                             an account specified by the Company to JPMorgan
                             Chase from time to time, the amount transferred to
                             JPMorgan Chase in accordance with Settlement
                             Procedure F.

                        J.   JPMorgan Chase will send a copy of the Global Note
                             by first class mail to the Company together with a
                             statement setting forth the principal amount of
                             Notes Outstanding as of the related Settlement Date
                             after giving effect to such transaction and all
                             other offers to purchase Notes of which the Company
                             has advised JPMorgan Chase but which have not yet
                             been settled.

                        K.   If such Note was sold through the Offering Agent,
                             as agent, the Offering Agent will confirm the
                             purchase of such Note to the investor or other
                             purchaser either by transmitting to the Participant
                             with respect to such Note a confirmation order
                             through DTC's Participant Terminal System or by
                             mailing a written confirmation to such investor or
                             other purchaser.

Settlement Procedures
  Timetable:            For offers to purchase Notes accepted by the Company,
                        Settlement Procedures A through K set forth above shall
                        be completed as soon as possible following the trade but
                        not later than the respective times (New York City time)
                        set forth below:

                        Settlement
                        Procedure                          Time

                             A            11:00 a.m. on the trade date or within
                                          one hour following the trade

                             B            12:00 noon on the trade date or within
                                          one hour following the trade

                             C            No later than the close of business on
                                          the trade date

                                      D-23




                                   D            9:00 a.m. on Settlement Date

                                   E            10:00 a.m. on Settlement Date

                                   F-G          No later than 2:00 p.m. on
                                                Settlement Date

                                   H            4:00 p.m. on Settlement Date

                                   I-K          5:00 p.m. on Settlement Date


                            Settlement Procedure H is subject to extension in
                            accordance with any extension of Fedwire closing
                            deadlines and in the other events specified in the
                            SDFS operating procedures in effect on the
                            Settlement Date.

                            If settlement of a Note issued in book-entry form is
                            rescheduled or canceled, JPMorgan Chase will deliver
                            to DTC, through DTC's Participant Terminal System, a
                            cancellation message to such effect by no later than
                            5:00 p.m., New York City time, on the Business Day
                            immediately preceding the scheduled Settlement Date.

Failure to Settle:          If JPMorgan Chase fails to enter an SDFS deliver
                            order with respect to a Note issued in book-entry
                            form pursuant to Settlement Procedure F, JPMorgan
                            Chase may deliver to DTC, through DTC's Participant
                            Terminal System, as soon as practicable a withdrawal
                            message instructing DTC to debit such Note to the
                            participant account of JPMorgan Chase maintained at
                            DTC. DTC will process the withdrawal message,
                            provided that such participant account contains a
                            principal amount of the Global Note representing
                            such Note that is at least equal to the principal
                            amount to be debited. If withdrawal messages are
                            processed with respect to all the Notes represented
                            by a Global Note, the Trustee will mark such Global
                            Note "canceled", make appropriate entries in its
                            records and send certification of cancellation of
                            such canceled Global Note to the Company. The CUSIP
                            number assigned to such Global Note shall, in
                            accordance with CUSIP Service Bureau procedures, be
                            canceled and not immediately reassigned. If
                            withdrawal messages are processed with respect to a
                            portion of the Notes represented by a Global Note,
                            the Trustee will exchange such Global Note for two
                            Global Notes, one of which shall represent the
                            Global Notes for which withdrawal messages are
                            processed and shall be canceled immediately

                                      D-24



                            after issuance and the other of which shall
                            represent the other Notes previously represented by
                            the surrendered Global Note and shall bear the CUSIP
                            number of the surrendered Global Note.

                            In the case of any Note in book-entry form sold
                            through the Offering Agent, as agent, if the
                            purchase price for any such Note is not timely paid
                            to the Participants with respect thereto by the
                            beneficial investor or other purchaser thereof (or a
                            person, including an indirect participant in DTC,
                            acting on behalf of such investor or other
                            purchaser), such Participants and, in turn, the
                            related Offering Agent may enter SDFS deliver orders
                            through DTC's Participant Terminal System reversing
                            the orders entered pursuant to Settlement Procedures
                            F and G, respectively. Thereafter, the Trustee will
                            deliver the withdrawal message and take the related
                            actions described in the preceding paragraph. If
                            such failure shall have occurred for any reason
                            other than default by the applicable Offering Agent
                            to perform its obligations hereunder or under the
                            Distribution Agreement, the Company will reimburse
                            such Offering Agent on an equitable basis for its
                            reasonable loss of the use of funds during the
                            period when the funds were credited to the account
                            of the Company.

                            Notwithstanding the foregoing, upon any failure to
                            settle with respect to a Note in book-entry form,
                            DTC may take any actions in accordance with its SDFS
                            operating procedures then in effect. In the event of
                            a failure to settle with respect to a Note that was
                            to have been represented by a Global Note also
                            representing other Notes, the Trustee will provide,
                            in accordance with Settlement Procedure D, for the
                            authentication and issuance of a Global Note
                            representing such remaining Notes and will make
                            appropriate entries in its records.

                                      D-25



                  PART III: PROCEDURES FOR CERTIFICATED NOTES

Denominations:                  Unless otherwise provided in the applicable
                                Pricing Supplement, the Certificated Notes will
                                be issued in denominations of $25 or $1,000 and
                                integral multiples of such denominations in
                                excess thereof.

Payments of Principal,
   Premium, if any,
   and Interest:                Upon presentment and delivery of the
                                Certificated Note, the Trustee upon receipt of
                                immediately available funds from the Company
                                will pay the principal of, premium, if any, and
                                interest on, each Certificated Note on the
                                Maturity Date in immediately available funds.
                                All interest payments on a Certificated Note,
                                other than interest due on the Maturity Date,
                                will be made by check mailed to the address of
                                the person entitled thereto as such address
                                shall appear in the Security Register at the
                                applicable Regular Record Date; provided,
                                however, that Holders shall be entitled to
                                receive such interest payments by wire transfer
                                of immediately available funds if appropriate
                                wire transfer instructions have been received in
                                writing by the Trustee not less than 15 calendar
                                days prior to the applicable Interest Payment
                                Date.

                                The Trustee will provide monthly to the Company
                                a list of the principal, premium, if any, and
                                interest to be paid on Certificated Notes
                                maturing in the next succeeding month. The
                                Trustee will be responsible for withholding
                                taxes on interest paid as required by applicable
                                law.

                                Certificated Notes presented to the Trustee on
                                the Maturity Date for payment will be canceled
                                by the Trustee. All canceled Certificated Notes
                                held by the Trustee shall be disposed of in
                                accordance with its customary procedures, and
                                the Trustee shall furnish to the Company a
                                certificate with respect to such disposition.

Settlement
   Procedures:                  Settlement Procedures with regard to each
                                Certificated Note purchased by an Agent, as
                                principal, or through an Agent, as agent, shall
                                be as follows:

                                     D-26



                                A.    The Offering Agent will advise the Company
                                      by telephone of the following Settlement
                                      information with regard to each
                                      Certificated Note:

                                      1.   Exact name in which the Certificated
                                           Note(s) is to be registered (the
                                           "Registered Owner").

                                      2.   Exact address or addresses of the
                                           Registered Owner for delivery,
                                           notices and payments of principal,
                                           premium, if any, and interest.

                                      3.   Taxpayer identification number of the
                                           Registered Owner.

                                      4.   Principal amount, Authorized
                                           Denomination and Specified Currency.

                                      5.   Exchange Rate Agent, if any.

                                      6.   (a)   Fixed Rate Notes:

                                                 (i)     Interest Rate.

                                                 (ii)    Interest Payment Dates.

                                                 (iii)   Whether such Note is
                                                         being issued with
                                                         Original Issue Discount
                                                         and, if so, the terms
                                                         thereof.

                                           (b)   Floating Rate Notes:

                                                 (i)     Interest Category.

                                                 (ii)    Base Rate or Bases.

                                                 (iii)   Initial Interest Rate.

                                                 (iv)    Spread and/or Spread
                                                         Multiplier, if any.

                                                 (v)     Initial Interest Reset
                                                         Date and Interest Reset
                                                         Dates.

                                                 (vi)    Interest Payment Dates.

                                      D-27



                                                    (vii)  Index Maturity, if
                                                           any.

                                                    (viii) Maximum and/or
                                                           Minimum Interest
                                                           Rates, if any.

                                                    (ix)   Day Count Convention.

                                                    (x)    Calculation Agent.

                                        7.    Price to public of such
                                              Certificated Note (or whether such
                                              Note is being offered at varying
                                              prices relating to prevailing
                                              market prices at time of resale as
                                              determined by the Offering Agent).

                                        8.    Trade Date.

                                        9.    Settlement Date (Original Issue
                                              Date).

                                        10.   Stated Maturity Date.

                                        11.   Redemption provisions, if any.

                                        12.   Repayment provisions, if any.

                                        13.   Default Rate, if any.

                                        14.   Net proceeds to the Company.

                                        15.   The Offering Agent's discount or
                                              commission.

                                        16.   Whether such Note is being sold to
                                              the Offering Agent as principal or
                                              to an investor or other purchaser
                                              through the Offering Agent acting
                                              as agent for the Company.

                                        17.   Such other information specified
                                              with respect to such Note (whether
                                              by Addendum or otherwise).

                                   B.   After receiving such settlement
                                        information from the Offering Agent, the
                                        Company will advise the Trustee of the
                                        above settlement information by
                                        facsimile transmission confirmed by
                                        telephone (and promptly confirmed in
                                        writing as well). The Company will cause
                                        the Trustee to issue, authenticate and
                                        deliver the Certificated Note.

                                      D-28



                                   C.   The Trustee will complete the
                                        Certificated Note in the form approved
                                        by the Company and the Offering Agent,
                                        and will make three copies thereof
                                        (herein called "Stub 1", "Stub 2" and
                                        "Stub 3"):

                                        1.    Certificated Note with the
                                              Offering Agent's confirmation, if
                                              traded on a principal basis, or
                                              the Offering Agent's customer
                                              confirmation, if traded on an
                                              agency basis.

                                        2.    Stub 1 for Trustee.

                                        3.    Stub 2 for Offering Agent.

                                        4.    Stub 3 for the Company.

                                   D.   With respect to each trade, the Trustee
                                        will deliver the Certificated Note and
                                        Stub 2 thereof to the Offering Agent at
                                        the following applicable address: if to

                                        _____________
                                        _____________
                                        _____________
                                        _____________
                                        _____________


                                        _____________
                                        _____________
                                        _____________
                                        _____________
                                        _____________


                                        _____________
                                        _____________
                                        _____________
                                        _____________
                                        _____________

                                      D-29



                                        ___________
                                        ___________
                                        ___________
                                        ___________
                                        ___________

                                        ___________
                                        ___________
                                        ___________
                                        ___________
                                        ___________

                                        ___________
                                        ___________
                                        ___________
                                        ___________
                                        ___________

                                        and the Trustee will keep Stub 1. The
                                        Offering Agent will acknowledge receipt
                                        of the Certificated Note through a
                                        broker's receipt and will keep Stub 2.
                                        Delivery of the Certificated Note will
                                        be made only against such acknowledgment
                                        of receipt. Upon determination that the
                                        Certificated Note has been authorized,
                                        delivered and completed as
                                        aforementioned, the Offering Agent will
                                        wire the net proceeds of the
                                        Certificated Note after deduction of its
                                        applicable commission to the Company
                                        pursuant to standard wire instructions
                                        given by the Company.

                                   E.   In the case of a Certificated Note sold
                                        through the Offering Agent, as agent,
                                        the Offering Agent will deliver such
                                        Certificated Note (with the
                                        confirmation) to the purchaser against
                                        payment in immediately available funds.

                                   F.   The Trustee will send Stub 3 to the
                                        Company.

Settlement
  Procedures
  Timetable:                       For offers to purchase Certificated Notes
                                   accepted by the Company, Settlement
                                   Procedures A through F set forth above shall
                                   be completed as soon as possible following
                                   the trade but not later than the respective
                                   times (New York City time) set forth below:

                                      D-30



                                   Settlement
                                   Procedure               Time

                                        A     11:00 a.m. on the trade date or
                                              within one hour following the
                                              trade

                                        B     12:00 noon on the trade date or
                                              within one hour following the
                                              trade

                                        C-D   2:15 p.m. on Settlement Date

                                        E     3:00 p.m. on Settlement Date

                                        F     5:00 p.m. on Settlement Date

Failure to Settle:                 In the case of Certificated Notes sold
                                   through the Offering Agent, as agent, if an
                                   investor or other purchaser of a Certificated
                                   Note from the Company shall either fail to
                                   accept delivery of or make payment for such
                                   Certificated Note on the date fixed for
                                   settlement, the Offering Agent will forthwith
                                   notify the Trustee and the Company by
                                   telephone, confirmed in writing, and return
                                   such Certificated Note to the Trustee.

                                   The Trustee, upon receipt of such
                                   Certificated Note from the Offering Agent,
                                   will immediately advise the Company and the
                                   Company will promptly arrange to credit the
                                   account of the Offering Agent in an amount of
                                   immediately available funds equal to the
                                   amount previously paid to the Company by such
                                   Offering Agent in settlement for such
                                   Certificated Note. Such credits will be made
                                   on the Settlement Date if possible, and in
                                   any event not later than the Business Day
                                   following the Settlement Date; provided that
                                   the Company has received notice on the same
                                   day. If such failure shall have occurred for
                                   any reason other than failure by such
                                   Offering Agent to perform its obligations
                                   hereunder or under the Distribution
                                   Agreement, the Company will reimburse such
                                   Offering Agent on an equitable basis for its
                                   reasonable loss of the use of funds during
                                   the period when the funds were credited to
                                   the account of the Company. Immediately upon
                                   receipt of the Certificated Note in respect
                                   of which the failure occurred, the Trustee
                                   will cancel and dispose of such Certificated
                                   Note in accordance with its customary
                                   procedures, make appropriate entries in its
                                   records to reflect the fact that such
                                   Certificated Note was never issued, and
                                   accordingly notify in writing the Company.

                                      D-31

EX-4.12

                                                                    Exhibit 4.12

REGISTERED NO. ______
CUSIP NO. ___________

                       VIRGINIA ELECTRIC AND POWER COMPANY
                           MEDIUM-TERM NOTE, SERIES H
                                  (Fixed Rate)

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (DTC) TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS MEDIUM-TERM NOTE, SERIES H, IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS MEDIUM-TERM NOTE, SERIES H, MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS MEDIUM TERM
NOTE, SERIES H, IN WHOLE OR IN PART MAY BE REGISTERED IN THE NAME OF ANY PERSON
OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

                                                                    
Principal Amount:                     Interest Rate:                      Stated Maturity Date:

Original Issue Date:                  Authorized Denomination (if other   Specified Currency:
                                      than U.S. $1,000 and integral
                                      multiples thereof):

Interest Payment Date(s):             Regular Record Dates:               Exchange Rate Agent:

Limitation Date:                      Refunding Rate:

Redemption Terms:                     Make Whole Redemption: ____         Repayment Terms:
                                           Basis points:
                                      Other Redemption Price:
Original Issue Discount Note:         Yield to Maturity:


__  Original Issue Discount           __  Original Issue Discount
    Security Subject to Special           Security for Tax Purposes Only
    Provisions Herein
Additional Terms (if any):



FOR PURPOSES OF SECTION 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE AMOUNT
OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS THE PERCENTAGE OF ITS PRINCIPAL
AMOUNT SET FORTH ABOVE AND THE YIELD TO MATURITY IS THE PERCENTAGE SET FORTH
ABOVE.



     VIRGINIA ELECTRIC AND POWER COMPANY, a corporation duly organized and
existing under the laws of Virginia (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co. or registered assigns, the
principal sum of ______________ on the Stated Maturity Date shown above (or upon
earlier redemption or repayment) (such Stated Maturity Date or earlier date of
redemption or repayment referred to herein as the "Maturity Date"), and to pay
interest thereon from the Original Issue Date shown above, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semiannually in arrears on each Interest Payment Date as specified above in
each year, commencing on the Interest Payment Date next succeeding the Original
Issue Date shown above and on the Maturity Date at the rate per annum shown
above 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 (other than an Interest Payment Date that is the Maturity Date)
will, as provided in such Indenture, be paid to the Person in whose name this
Medium-Term Note, Series H (the "Note"), or one or more predecessor Notes, is
registered at the close of business on the Regular Record Date for such
interest, which shall be the Regular Record Date as specified above (whether or
not a Business Day, as hereinafter defined), as the case may be, next preceding
such Interest Payment Date, provided, however, that, if the Original Issue Date
shown above is between a Regular Record Date and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date next succeeding the Original Issue Date to the holder of this Note on the
Regular Record Date with respect to such second Interest Payment Date; and
provided, further, that interest payable on an Interest Payment Date that is the
Maturity Date will be paid to the Person to whom principal is payable. Except as
otherwise provided in the Indenture (hereinafter defined), 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 Note (or one or more predecessor Notes) 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
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange, if any, on which the Securities of
this series shall be listed, and upon such notice as may be required by any such
exchange, all as more fully provided in the Indenture.

     Payment of the principal of (and premium, if any) and interest on this Note
will be made in immediately available funds upon surrender of this Note, in the
case of payment due at the Maturity Date, at the corporate trust office of the
Trustee, maintained for that purpose in the Borough of Manhattan, New York City
and currently located at GIS Unit Trust Window, 4 New York Plaza, 1st Floor, New
York, New York 10024-2413; provided, however, that if such payment of principal
or interest is to be made in a Specified Currency other than U.S. dollars, as
provided on the reverse hereof, by wire transfer to an account maintained by the
Holder hereof in the country of such Specified Currency shown above (the
Holder's Overseas Account), as designated by the Holder of this Note by written
notice to the Trustee on or prior to the Regular Record Date or at least 16 days
prior to the Maturity Date or in connection with any transfer after such
sixteenth day. In the absence of such designation or if such wire transfer
cannot be made for any other reason, the Trustee will mail a notice to the
address of the Person entitled thereto as such address shall appear on the
Security Register on the Regular Record Date for any payment of interest or on
the date of such notice in connection with payment of principal, as the case may
be, requesting a designation pursuant to which such wire transfer can be made
and no such payment shall be made until such designation is made. As more fully
provided on the reverse hereof, if payment of principal of (and premium, if any)
and interest on this Note is to be made in U.S. dollars, payment will be made
(upon surrender of the Note, in the case of payment due at the Maturity Date, at
the foregoing corporate trust office) by wire transfer to an account designated
by the Holder (the Holder's U.S. Account) by written notice to the Trustee on or
prior to the Regular Record Date or at least 16 days prior to the Maturity Date,
or, in the absence of such designation, by check mailed to the address of the
Person entitled thereto as such address shall appear on the Security Register on
the Regular Record Date for any payment of interest or the Maturity Date shown
above for payment of principal, as the case may be. As more fully provided on
the reverse hereof, payment of the principal of (and premium, if any) and
interest on this Note will be made 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 or, if payment of the principal of and interest on this Note is to
be made in a

                                       2



Specified Currency other than U.S. dollars, subject to applicable laws and
regulations, in the Specified Currency shown above.

     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY 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 by manual signature, this Security 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 instrument to be duly
executed.

Dated:                                       VIRGINIA ELECTRIC AND POWER
                                             COMPANY



                                             By: _______________________________

                                             Name: _____________________________

                                             Title: ____________________________

                                       3



                          CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

                                            JPMORGAN CHASE BANK, as Trustee

                                            By: ________________________________
                                                  Authorized Officer

                                       4



                                                                    Exhibit 4.12

                                    (Reverse)
                       VIRGINIA ELECTRIC AND POWER COMPANY
                           MEDIUM-TERM NOTE, SERIES H

     This Note is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an indenture, dated as of June 1, 1998, as heretofore supplemented and
amended and as further supplemented by a ______ Supplemental Indenture dated as
of ___________ (the "________ Supplemental Indenture") (collectively, as amended
or supplemented from time to time, herein called the "Indenture," which term
shall have the meaning assigned to it in such instrument) between the Company
and JPMorgan Chase Bank, as Trustee (the "Trustee", which term includes any
successor trustee under the Indenture), to which the Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities issued thereunder and
of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof as
Medium-Term Notes, Series H (the "Notes"). There is no limit on the aggregate
principal amount of the Notes and, in addition, any issuance of a tranche of
Notes may be reopened at any time for the issuance of additional Notes having
the same interest rate, maturity and other terms as Notes of such tranche
previously issued.

     The fixed rate Securities of this series are identical except for Specified
Currency, denomination, interest rate, issue date, Stated Maturity Date,
redemption or repayment terms, if any, extent of original issue discount, if
any, and any additional terms set forth on the face hereof.

     The principal of (and premium, if any) and interest on this Note are
payable by the Company in the Specified Currency shown on the face hereof. If
this Note is denominated in a Specified Currency other than U.S. dollars, unless
the Holder hereof shall have elected to receive payments in such Specified
Currency, payment of the principal of (and premium, if any) and interest on this
Note will be made in U.S. dollars. JPMorgan Chase Bank, in its capacity as
exchange rate agent, or such other Person as shall be appointed by the Company
(the "Exchange Rate Agent"), will convert payments of principal of (and premium,
if any) and interest on this Note to U.S. dollars. The amount to be received by
a Holder of this Note not electing to receive payments in such Specified
Currency will be based on a bid quotation in New York City received by the
Exchange Rate Agent at approximately 11:00 A.M. New York City time on the second
Business Day preceding the applicable payment date from a recognized foreign
exchange dealer (which may be the Exchange Rate Agent) for the purchase by the
quoting dealer of the Specified Currency for U.S. dollars for settlement on such
payment date in the aggregate amount of the U.S. dollars payable to all Holders
of Notes receiving payment in U.S. dollars and at which the dealer commits to
execute a contract. If such bid quotation is not available, payments will be
made in the Specified Currency. All currency exchange costs will be borne pro
rata by the Holders by deductions from such payments in U.S. dollars.

     As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither (a) a legal holiday nor (b) a day on which banking
institutions are authorized or required by law, regulation or executive order to
close in New York City; provided, however, that for Notes denominated in a
Specified Currency other than United States dollars that day is also not a day
on which commercial banking institutions are authorized or required by law,
regulation or executive order to close in the Principal Financial Center of the
country issuing the Specified Currency (or for Notes denominated in euros, that
day is also a day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer System, commonly referred to as "TARGET," is
operating). "Principal Financial Center" means , as applicable, the capital city
of the country issuing the Specified Currency; provided, however, that the
Principal Financial Center will be New York City for United States dollars,
Sydney for Australian dollars, Toronto for Canadian dollars, Johannesburg for
South African rand and Zurich for Swiss francs.

     If this Note is denominated in a Specified Currency other than U.S.
dollars, the Holder of this Note may elect to receive payment of the principal
of and interest on this Note in the Specified Currency by transmitting a written
request for such payment to the Trustee at its corporate trust office in New
York City



on or prior to the Regular Record Date or at least 16 calendar days prior to the
Maturity Date, as the case may be. Such request may be in writing (mailed or
hand delivered) or may be by cable, telex or other form of facsimile
transmission. The Holder of this Note need not file a separate election for each
such payment. Such election, once properly made, will remain in effect until
this Note is transferred or until changed by written notice to the Trustee, but
written notice of any such change must be received by the Trustee on or prior to
the Regular Record Date or at least 16 calendar days prior to the Maturity Date,
as the case may be.

     In order for the Holder of this Note to receive payments by wire transfer,
such Holder shall designate an appropriate account (being either the Holder's
Overseas Account or the Holder's U.S. Account, as the case may be). Such
designation shall be made by filing the appropriate information with the Trustee
at its corporate trust office in New York City on or prior to the Regular Record
Date for an Interest Payment Date or at least 16 calendar days prior to the
Maturity Date, except as provided on the face hereof. The Trustee will, subject
to applicable laws and regulations (in the case of a Specified Currency other
than U.S. dollars), and until it receives notice to the contrary or until this
Note is transferred, make such payment and all succeeding payments to such
Holders by wire transfer to the designated Holder's Overseas Account or Holder's
U.S. Account, as the case may be. The Company will pay any administrative costs
imposed by banks in connection with making wire transfer of payments, but any
tax, assessment, governmental or other charge imposed upon such payments will be
borne by the Holder of this Note and deducted therefrom.

     If the Specified Currency other than U.S. dollars is not available for the
payment of principal or interest with respect to this Note due to the imposition
of exchange controls or other circumstances beyond the control of the Company,
the Company will be entitled to satisfy its obligations to the Holder of this
Note by making such payment in U.S. dollars on the basis of the Market Exchange
Rate (defined as the noon dollar buying rate in New York City for cable
transfers for such Specified Currency, as certified for customs purposes (or, if
not so certified, as otherwise determined) by the Federal Reserve Bank of New
York) as of the second Business Day prior to payment or, if the Market Exchange
Rate is not then available, on the basis of the most recently available Market
Exchange Rate, or as otherwise specified in the terms of this Note. The Market
Exchange Rate determined as provided above by the Exchange Rate Agent and
certified by the Company to the Trustee shall be conclusive absent manifest
error. Any payment made in U.S. dollars under those circumstances where the
required payment is in a Specified Currency other than U.S. dollars will not
constitute an Event of Default under the Indenture with respect to the Notes. A
good faith determination by the Exchange Rate Agent that the Specified Currency
is unavailable shall be binding upon the Trustee and the Holder of this Note.

     In the case where the Interest Payment Date or the Maturity Date does not
fall on a Business Day, payment of principal (and premium, if any) or interest
otherwise payable on such day need not be made on such day, but may be made on
the next succeeding Business Day with the same force and effect as if made on
the Interest Payment Date or the Maturity Date and no interest shall accrue for
the period from and after the Interest Payment Date or the Maturity Date.

     Payments of interest on this Note will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for this Note
shall be computed and paid on the basis of a 360-day year of twelve 30-day
months.

     If so provided on the face of this Note, this Note may be redeemed by the
Company in accordance with the Redemption Terms set forth on the face hereof. If
no Redemption Terms are set forth on the face hereof, this Note may not be
redeemed prior to the Maturity Date. On and after the initial Redemption Date
specified in the Redemption Terms, if any, this Note may be redeemed at any time
in whole or in part (provided that any remaining principal amount of this Note
shall be equal to an authorized denomination) at the option of the Company, at
the applicable Redemption Price specified in the Redemption Terms, together with
interest thereon payable to the Redemption Date, on notice given not more than
60 nor less than 20 calendar days prior to the Redemption Date. In the event of
redemption of this Note in part only, a new Note for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the surrender
hereof.

                                       2



     Notwithstanding the foregoing, the Company may not, prior to the Limitation
Date specified on the face hereof, if any, redeem this Note as contemplated by
the next preceding paragraph as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of monies borrowed having
an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than the Refunding Rate specified on the
face hereof, if any. If a Make-Whole Redemption option is specified on the face
hereof, this Note will be redeemable at the option of the Company at any time at
the Redemption Price described in Section 115 of the ______ Supplemental
Indenture, calculated, where applicable, on the basis of the Adjusted Treasury
Rate referred to therein plus a number of basis points specified on the face
hereof, plus accrued and unpaid interest to the Redemption Date.

     The Notes will not have a sinking fund.

     If Repayment Terms are indicated on the face of this Note, the Company may
be required to repurchase this Note at the option of the Holder, in whole or in
part, on the Repayment Date(s) and at the applicable Repayment Price(s)
specified in the Repayment Terms, plus accrued interest, if any, to the
applicable Repayment Date. On or before the applicable Repayment Date, the
Company shall deposit with the Trustee money sufficient to pay the applicable
Repayment Price and any interest accrued on the portion of this Note to be
tendered for repayment. On and after such Repayment Date, interest will cease to
accrue on this Note or any portion hereof tendered for repayment.

     The repayment option may be exercised by the Holder of this Note for less
than the entire principal amount hereof, but in that event, the principal amount
hereof remaining outstanding after repayment must be in an authorized
denomination. In the event of repurchase of this Note in part only, a new Note
or Notes of this series and of like tenor for the unpurchased portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.

     In order for this Note to be repaid, the Trustee must receive at least 30
calendar days but not more than 60 calendar days prior to the Repayment Date (i)
this Note with the form entitled "Option to Elect Repayment" attached to this
Note duly completed or (ii) a facsimile transmission or a letter from a member
of a national securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or trust company in the United States setting
forth the name of the Holder of this Note, the principal amount of this Note,
the principal amount of this Note to be repaid, the registered number or a
description of the tenor and terms of this Note, a statement that the option to
elect repayment is being exercised thereby, and a guarantee that this Note to be
repaid, together with the duly completed form entitled "Option to Elect
Repayment" attached to this Security, will be received by the Trustee not later
than the fifth Business Day after the date of such facsimile transmission or
letter; however, such facsimile transmission or letter shall only be effective
if this Note and duly completed form are received by the Trustee by such fifth
Business Day. Such notice, once given, will be irrevocable unless waived by the
Company.

     Unless otherwise indicated on the face hereof, this Note will not be
subject to repayment at the option of the Holder.

     If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture; provided, however, that if
this Note is an Original Issue Discount Note, the provisions set forth below
under the caption "Special Provisions" shall supercede and replace the
provisions of this paragraph.

     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 the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Note shall be conclusive and binding upon such Holder and

                                       3



upon all future Holders of this Note and of any Note 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 Note.

     As provided in and subject to the provisions of the Indenture, the Holder
of this Note shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes, the Holders of not less than a majority in principal amount of the Notes
at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered
the Trustee reasonable indemnity, and the Trustee shall not have received from
the Holders of a majority in principal amount of the Notes at the time
Outstanding a direction inconsistent with such request, and shall have failed to
institute any such proceeding for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Note for the enforcement of any payment of principal hereof
or premium, if any, or interest hereon on or after the respective due dates
expressed or provided for herein.

     No reference herein to the Indenture and no provision of this Note 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 Note at the times, place and rate, in the coin or currency, and
to the manner, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the Security Register, upon
surrender of this Note, for registration of transfer at the office or agency of
the Company in any place where the principal of and any premium and interest on
this Note are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes having the same Stated Maturity Date and
Original Issue Date, of authorized denominations and of like tenor and for the
same aggregate principal amount in the same Specified Currency, will be issued
to the designated transferee or transferees.

     The Notes are issuable only in registered form without coupons and unless
otherwise specified on the face hereof, in denominations of U.S. $1,000 and in
integral multiples of U.S. $1,000 in excess thereof or the approximate
equivalent of U.S. $1,000 in the Specified Currency in which this Note is
denominated (if not U.S. dollars) at the Market Exchange Rate on the Business
Day immediately preceding the trade date for the original issuance of each
tranche of Notes, as determined by the Exchange Rate Agent. As provided in the
Indenture and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes having the same
Specified Currency, Stated Maturity Date and Original Issue Date of any
authorized denominations as requested by the Holder surrendering the same, upon
surrender of the Note or Notes to be exchanged at the office or agency of the
Company.

     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 Note 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 Note is registered as the absolute owner hereof for
all purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     Reference in this Note to "U.S.$" or "U.S. dollars", is to the currency of
the United States of America. Reference in this Note to the "Specified Currency"
is to the Specified Currency shown on the face hereof. All terms used in this
Note and not otherwise defined herein which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

                                       4



     This Note shall be governed by and construed in accordance with the laws of
the State of New York.

                               SPECIAL PROVISIONS

     Unless otherwise indicated on the face hereof under "Additional Terms", if
this Note is an Original Issue Discount Note subject to these Special
Provisions, as indicated on the face hereof, the amount due and payable on this
Note in the event that the principal amount hereof is declared due and payable
prior to the Stated Maturity Date hereof or in the event that this Note is
redeemed shall be the Amortized Face Amount (as defined below) of this Note or,
in the case of redemption, the specified percentage of the Amortized Face Amount
of this Note on the date such payment is due and payable as determined by the
Company, plus any accrued but unpaid "qualified stated interest" (as defined in
Section 1.1273-1 of the United States Treasury Department Regulations (the
"Treasury Regulations")).

     The "Amortized Face Amount" of this Note shall be the amount equal to the
sum of (i) the issue price (as defined below) of this Note and (ii) that portion
of the difference between the issue price and the principal amount of this Note
that has been amortized at the Stated Yield (as defined below) of this Note
(computed in accordance with Section 1272(a)(4) of the Internal Revenue Code of
1986, as amended, and Section 1.1275-1(b) of the Treasury Regulations, in each
case as in effect on the issue date of this Note) at the date as of which the
Amortized Face Amount is calculated, but in no event can the Amortized Face
Amount exceed the principal amount of this Note due at the Stated Maturity Date
hereof. As used in the preceding sentence, the term "issue price" means the
principal amount of this Note due at the Stated Maturity Date hereof less the
Original Issue Discount of this Note specified above. The term "Stated Yield" of
this Note means the Yield to Maturity specified above for the period from the
Issue Date of this Note to the Stated Maturity Date hereof based on the issue
price and principal amount payable at the Stated Maturity Date hereof.

     If this Note is issued with an original issue discount, in the case of a
default in payment of principal upon acceleration, redemption or at Maturity
hereof, in lieu of any interest otherwise payable, the overdue principal of this
Note shall bear interest at a rate of interest per annum equal to the Default
Rate set forth within the Additional Terms on the fact hereof (to the extent
that the payment of such interest shall be legally enforceable), which shall
accrue from the date of such acceleration, redemption or Maturity, as the case
may be, to the date payment has been made or duly provided for or such default
has been waived in accordance with the terms of the Indenture.

                                       5



                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription above in this
instrument shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM -   as tenants in common          UNIF GIFT MIN ACT ____Custodian  _____

TEN ENT -   as tenants by the entireties                     (Cust)      (Minor)

JT TEN  -   as joint tenants with right   Under Uniform Gifts to Minors Act
            of survivorship and not as                             (State)
            tenants in common

Additional abbreviations may also be used though not in the above list.

                                       6



                            [FORM OF TRANSFER NOTICE]

          FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
     assign(s) and transfer(s) unto

________________________________________________________________________________
     Insert Taxpayer Identification No.
     ----------------------------------
________________________________________________________________________________
     Please print or typewrite name and address including zip code of assignee

     the within Note and all rights thereunder, hereby irrevocably constituting
     and appointing ____________________________________________________________
     attorney to transfer said Note on the books of the Company with full power
     of substitution in the premises.

     Dated: ______________          __________________________________________
                                        NOTICE: The signature to this assignment
                                                must correspond with the name as
                                                written elsewhere upon the
                                                within instrument in every
                                                particular, without alteration
                                                or enlargement or any change
                                                whatever.

                                       7

EX-4.13

                                                                    Exhibit 4.13

REGISTERED NO. ___
CUSIP NO.  _________


                       VIRGINIA ELECTRIC AND POWER COMPANY
                           MEDIUM-TERM NOTE, SERIES H
                                 (Floating Rate)

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (DTC) TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS MEDIUM-TERM NOTE, SERIES H, IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS MEDIUM-TERM NOTE, SERIES H, MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS MEDIUM TERM
NOTE, SERIES H, IN WHOLE OR IN PART MAY BE REGISTERED IN THE NAME OF ANY PERSON
OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

PRINCIPAL AMOUNT:


BASE RATE:                               ORIGINAL ISSUE DATE:                    STATED MATURITY DATE:
                                                                           
IF LIBOR:                                IF CMT RATE:                            IF FLOATING RATE/FIXED RATE  NOTE
[_]  LIBOR Reuters,                      Designated CMT Telerate Page:                  Fixed Interest Rate:_________
[_]  LIBOR Telerate, Page                If page 7052, one week ___ or one              Fixed Rate Commencement
Alternate time for obtaining quotes,     month                                   Date:  ___________
if needed:

INDEX CURRENCY:                          IF INVERSE FLOATING RATE NOTE
                                              Fixed Interest Rate:_________

INDEX MATURITY:                          INITIAL INTEREST RATE:                  INITIAL INTEREST RESET DATE(S):

SPREAD:                                  MINIMUM INTEREST RATE:                  INTEREST PAYMENT DATE(S):

SPREAD MULTIPLIER:                       MAXIMUM INTEREST RATE:                  INTEREST RESET DATE(S):




                                                           
DAY COUNT CONVENTION                  SPECIFIED CURRENCY:        AUTHORIZED DENOMINATION (if other
[_]   Actual/360 for the period                                  than U.S. $1,000 and integral
      from _____ to _____                                        multiples thereof):
[_]   Actual/Actual for the period
      from _____ to _____
REDEMPTION TERMS:                     REPAYMENT TERMS:           LIMITATION DATE:


REFUNDING RATE:                       EXCHANGE RATE AGENT:       CALCULATION AGENT:

OTHER/ADDITIONAL
PROVISIONS:



     VIRGINIA ELECTRIC AND POWER COMPANY, a corporation duly organized and
existing under the laws of Virginia (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co. or registered assigns, the
principal sum of ______ on the Stated Maturity Date shown above (or upon earlier
redemption or repayment) (such Stated Maturity Date or earlier date of
redemption or repayment referred to herein as the "Maturity Date"), and to pay
interest thereon, at a rate per annum equal to the Initial Interest Rate
specified above until the Initial Interest Reset Date specified above and
thereafter at a rate determined in accordance with the provisions specified
above and on the reverse hereof with respect to the Base Rate specified above
until the principal hereof is paid or duly made available for payment. The
Company will pay interest in arrears on each Interest Payment Date, if any,
specified above (each, an "Interest Payment Date"), commencing with the first
Interest Payment Date next succeeding the Original Issue Date specified above,
and on the Maturity Date; provided, however, that if the Original Issue Date
occurs between a Record Date (as defined below) and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date next succeeding the Original Issue Date to the holder of this Note on the
Record Date with respect to such second Interest Payment Date.

     Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for with respect to this Note) to, but excluding, the
applicable Interest Payment Date or the Maturity Date, as the case may be (each,
an "Interest Period"). The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the Regular Record
Date for such interest, which shall be the close of business on the fifteenth
calendar day (whether or not a Business Day) preceding such Interest Payment
Date; provided, however, that interest payable on the Maturity Date will be
payable to the person to whom the principal hereof and premium, if any, hereon
shall be payable. Except as otherwise provided in the Indenture (hereinafter
defined), 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 Note (or one or more predecessor
Notes) 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 Securities of this series not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange, if
any, on which the Securities of this series shall be listed, and upon such
notice as may be required by any such exchange, all as more fully provided in
the Indenture.

     Payment of the principal of (and premium, if any) and interest on this Note
will be made in immediately available funds upon surrender of this Note, in the
case of payment due at the Maturity Date, at the corporate trust office of the
Trustee, maintained for that purpose in the Borough of Manhattan, New York City
and currently located at GIS Unit Trust Window, 4 New York Plaza, 1st Floor, New
York, New York 10024-2413; provided, however, that if such payment of principal
or interest is to be made in a Specified Currency other than U.S. dollars, as
provided on the reverse hereof, by wire transfer to an account

                                       2



maintained by the Holder hereof in the country of such Specified Currency shown
above (the Holder's Overseas Account), as designated by the Holder of this Note
by written notice to the Trustee on or prior to the Regular Record Date or at
least 16 days prior to the Maturity Date or in connection with any transfer
after such sixteenth day. In the absence of such designation or if such wire
transfer cannot be made for any other reason, the Trustee will mail a notice to
the address of the Person entitled thereto as such address shall appear on the
Security Register on the Regular Record Date for any payment of interest or on
the date of such notice in connection with payment of principal, as the case may
be, requesting a designation pursuant to which such wire transfer can be made
and no such payment shall be made until such designation is made. As more fully
provided on the reverse hereof, if payment of principal of (and premium, if any)
and interest on this Note is to be made in U.S. dollars, payment will be made
(upon surrender of the Note, in the case of payment due at the Maturity Date, at
the foregoing corporate trust office) by wire transfer to an account designated
by the Holder (the Holder's U.S. Account) by written notice to the Trustee on or
prior to the Regular Record Date or at least 16 days prior to the Maturity Date,
or, in the absence of such designation, by check mailed to the address of the
Person entitled thereto as such address shall appear on the Security Register on
the Regular Record Date for any payment of interest or the Maturity Date shown
above for payment of principal, as the case may be. As more fully provided on
the reverse hereof, payment of the principal of (and premium, if any) and
interest on this Note will be made 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 or, if payment of the principal of and interest on this Note is to
be made in a Specified Currency other than U.S. dollars, subject to applicable
laws and regulations, in the Specified Currency shown above.

     If any Interest Payment Date other than the Maturity Date would otherwise
be a day that is not a Business Day, such Interest Payment Date shall be
postponed to the next succeeding Business Day, except that if LIBOR is an
applicable Base Rate and such Business Day falls in the next succeeding calendar
month, such Interest Payment Date shall be the immediately preceding Business
Day. If the Maturity Date falls on a day that is not a Business Day, the
required payment of principal, premium, if any, and/or interest shall be made on
the next succeeding Business Day with the same force and effect as if made on
the date such payment was due, and no interest shall accrue with respect to such
payment for the period from and after the Maturity Date to the date of such
payment on the next succeeding Business Day.

     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY 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 by manual signature, this Security 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 instrument to be duly
executed.

Dated:                                    VIRGINIA ELECTRIC AND POWER
                                          COMPANY



                                          By: __________________________________

                                          Name: ________________________________

                                          Title: _______________________________

                                       3



                          CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

                                          JPMORGAN CHASE BANK, as Trustee

                                          By: __________________________________
                                                Authorized Officer

                                       4




                                    (Reverse)
                       VIRGINIA ELECTRIC AND POWER COMPANY
                           MEDIUM-TERM NOTE, SERIES H

     This Note is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an indenture, dated as of June 1, 1998, as heretofore supplemented and
amended and as further supplemented by a __________ Supplemental Indenture dated
as of __________ (the "________ Supplemental Indenture") (collectively, as
amended or supplemented from time to time, herein called the "Indenture," which
term shall have the meaning assigned to it in such instrument) between the
Company and JPMorgan Chase Bank, as Trustee (the "Trustee", which term includes
any successor trustee under the Indenture), to which the Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities issued thereunder and
of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof as
Medium-Term Notes, Series H (the "Notes"). There is no limit on the aggregate
principal amount of the Notes and, in addition, any issuance of a tranche of
Notes may be reopened at any time for the issuance of additional Notes having
the same interest rate, maturity and other terms as Notes of such tranche
previously issued.

     The floating rate Securities of this series are identical except for
Specified Currency, denomination, interest rate, issue date, Stated Maturity
Date, redemption or repayment terms, if any, whether regular floating rate
Notes, inverse floating rate Notes or floating rate/fixed rate Notes, and any
additional terms set forth on the face hereof.

     The principal of (and premium, if any) and interest on this Note are
payable by the Company in the Specified Currency shown on the face hereof. If
this Note is denominated in a Specified Currency other than U.S. dollars, unless
the Holder hereof shall have elected to receive payments in such Specified
Currency, payment of the principal of (and premium, if any) and interest on this
Note will be made in U.S. dollars. JPMorgan Chase Bank, in its capacity as
exchange rate agent, or such other Person as shall be appointed by the Company
(the "Exchange Rate Agent"), will convert payments of principal of (and premium,
if any) and interest on this Note to U.S. dollars. The amount to be received by
a Holder of this Note not electing to receive payments in such Specified
Currency will be based on a bid quotation in New York City received by the
Exchange Rate Agent at approximately 11:00 A.M. New York City time on the second
Business Day preceding the applicable payment date from a recognized foreign
exchange dealer (which may be the Exchange Rate Agent) for the purchase by the
quoting dealer of the Specified Currency for U.S. dollars for settlement on such
payment date in the aggregate amount of the U.S. dollars payable to all Holders
of Notes receiving payment in U.S. dollars and at which the dealer commits to
execute a contract. If such bid quotation is not available, payments will be
made in the Specified Currency. All currency exchange costs will be borne pro
rata by the Holders by deductions from such payments in U.S. dollars.

     As used herein, "Business Day" means with respect to any Note, any day,
other than a Saturday or Sunday, that is neither (a) a legal holiday nor (b) a
day on which banking institutions are authorized or required by law, regulation
or executive order to close in New York City; provided, however, that for Notes
denominated in a Specified Currency other than United States dollars that day is
also not a day on which commercial banking institutions are authorized or
required by law, regulation or executive order to close in the Principal
Financial Center of the country issuing the Specified Currency (or for Notes
denominated in euros, that day is also a day on which the Trans-European
Automated Real-time Gross Settlement Express Transfer System, commonly referred
to as "TARGET," is operating); provided, further, that with respect to a LIBOR
Note, the day must also be a London Business Day. "London Business Day" means
any day on which commercial banks are open for business (including for dealings
in deposits in the relevant Index Currency) in London. "Principal Financial
Center" means, as applicable, the capital city of the country issuing the
Specified Currency; or the capital city of the country to which the Index
Currency relates; provided, however, that the Principal Financial Center will be
New York City for United States dollars, Sydney for Australian dollars, Toronto
for Canadian dollars, Johannesburg for South African rand and Zurich for Swiss
francs.



     If this Note is denominated in a Specified Currency other than U.S.
dollars, the Holder of this Note may elect to receive payment of the principal
of and interest on this Note in the Specified Currency by transmitting a written
request for such payment to the Trustee at its corporate trust office in New
York City on or prior to the Regular Record Date or at least 16 calendar days
prior to the Maturity Date, as the case may be. Such request may be in writing
(mailed or hand delivered) or may be by cable, telex or other form of facsimile
transmission. The Holder of this Note need not file a separate election for each
such payment. Such election, once properly made, will remain in effect until
this Note is transferred or until changed by written notice to the Trustee, but
written notice of any such change must be received by the Trustee on or prior to
the Regular Record Date or at least 16 calendar days prior to the Maturity Date,
as the case may be.

     In order for the Holder of this Note to receive payments by wire transfer,
such Holder shall designate an appropriate account (being either the Holder's
Overseas Account or the Holder's U.S. Account, as the case may be). Such
designation shall be made by filing the appropriate information with the Trustee
at its corporate trust office in New York City on or prior to the Regular Record
Date for an Interest Payment Date or at least 16 calendar days prior to the
Maturity Date, except as provided on the face hereof. The Trustee will, subject
to applicable laws and regulations (in the case of a Specified Currency other
than U.S. dollars), and until it receives notice to the contrary or until this
Note is transferred, make such payment and all succeeding payments to such
Holders by wire transfer to the designated Holder's Overseas Account or Holder's
U.S. Account, as the case may be. The Company will pay any administrative costs
imposed by banks in connection with making wire transfer of payments, but any
tax, assessment, governmental or other charge imposed upon such payments will be
borne by the Holder of this Note and deducted therefrom.

     If the Specified Currency other than U.S. dollars is not available for the
payment of principal or interest with respect to this Note due to the imposition
of exchange controls or other circumstances beyond the control of the Company,
the Company will be entitled to satisfy its obligations to the Holder of this
Note by making such payment in U.S. dollars on the basis of the Market Exchange
Rate (defined as the noon dollar buying rate in New York City for cable
transfers for such Specified Currency, as certified for customs purposes (or, if
not so certified, as otherwise determined) by the Federal Reserve Bank of New
York) as of the second Business Day prior to payment or, if the Market Exchange
Rate is not then available, on the basis of the most recently available Market
Exchange Rate, or as otherwise specified in the terms of this Note. The Market
Exchange Rate determined as provided above by the Exchange Rate Agent and
certified by the Company to the Trustee shall be conclusive absent manifest
error. Any payment made in U.S. dollars under those circumstances where the
required payment is in a Specified Currency other than U.S. dollars will not
constitute an Event of Default under the Indenture with respect to the Notes. A
good faith determination by the Exchange Rate Agent that the Specified Currency
is unavailable shall be binding upon the Trustee and the Holder of this Note.

     Except as set forth below or on the face hereof, unless this Note is
identified on the face hereof as an Inverse Floating Rate Note or a Floating
Rate/Fixed Rate Note, this Note shall bear interest at the rate determined by
reference to the applicable Base Rate based on the Index Maturity (a) plus or
minus the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if
any, in each case as specified on the face hereof. Commencing on the Initial
Interest Reset Date, the rate at which interest on this Note shall be payable
shall be reset as of each Interest Reset Date specified on the face hereof;
provided, however, that the interest rate in effect for the period, if any, from
the Original Issue Date to the Initial Interest Reset Date shall be the Initial
Interest Rate.

     If this Note is identified on the face hereof as an Inverse Floating Rate
Note, this Note will bear interest at a fixed interest rate minus the rate
determined by reference to the applicable Base Rate (i) plus or minus the
applicable Spread, if any, and/or (ii) multiplied by the applicable Spread
Multiplier, if any; provided, however, that interest on an Inverse Floating Rate
Note will not be less than zero. Commencing on the first Interest Reset Date,
the rate at which interest on this Note is payable will be reset as of each
Interest Reset Date; provided, further, that the interest rate in effect for the
period, if any, from the Original Issue Date to the first Interest Reset Date
will be the Initial Interest Rate.

                                       2



     If this Note is identified on the face hereof as a Floating Rate/Fixed Rate
Note, this Note will bear interest from the Original Issue Date to the first
Interest Reset Date for such Note at the Initial Interest Rate set forth on the
face hereof and thereafter the rate of interest on such Note will be reset as of
each Interest Reset Date to a rate determined by reference to the applicable
Base Rate (i) plus or minus the applicable Spread, if any, and/or (ii)
multiplied by the applicable Spread Multiplier, if any; provided, however, that
the interest rate in effect commencing on the fixed rate commencement date
specified on the face hereof will be the fixed rate of interest specified on the
face hereof, or if no such fixed rate is specified, the rate of interest
beginning on the fixed rate commencement date shall be the interest rate in
effect on the day immediately preceding the fixed rate commencement date.

     Unless otherwise specified on the face hereof, the rate with respect to
each Base Rate will be determined in accordance with the applicable provisions
below. Except as set forth above, the interest rate in effect on each day shall
be (i) if such day is an Interest Reset Date, the interest rate determined as of
the Interest Determination Date (as hereinafter defined) immediately preceding
such Interest Reset Date or (ii) if such day is not an Interest Reset Date, the
interest rate determined as of the Interest Determination Date immediately
preceding the most recent Interest Reset Date. If any Interest Reset Date would
otherwise be a day that is not a Business Day, such Interest Reset Date shall be
postponed to the next succeeding Business Day, except that if LIBOR is an
applicable Base Rate and such Business Day falls in the next succeeding calendar
month, such Interest Reset Date shall be the immediately preceding Business Day
as used herein, "Interest Reset Period" means the period of time beginning on an
Interest Reset Date for this Note and ending on the calendar day immediately
preceding the next succeeding Interest Reset Date.

     "Interest Determination Date" means, with respect to any Interest Reset
Date, the day the Calculation Agent will refer to when determining the new
interest rate at which a Floating Rate Note will reset, which is applicable as
follows: for Commercial Paper Rate Notes, Federal Funds Rate Notes and Prime
Rate Notes, the Interest Determination Date will be the Business Day prior to
the Interest Reset Date; for LIBOR Notes, the Interest Determination Date will
be the second London Business Day prior to the Interest Reset Date, except that
the Interest Determination Date pertaining to an Interest Reset Date for a LIBOR
Note for which the Index Currency is pounds sterling will be the Interest Reset
Date; for CD Rate Notes and CMT Rate Notes, the Interest Determination Date will
be the second Business Day next preceding the Interest Reset Date; and for
Treasury Rate Notes, the Interest Determination Date will be the day of the week
in which the Interest Reset Date falls on which Treasury bills would normally be
auctioned. Treasury bills are normally sold at auction on Monday of each week,
unless that day is a legal holiday, in which case the auction is normally held
on the following Tuesday, but the auction may be held on the preceding Friday.
If, as the result of a legal holiday, the auction is held on the preceding
Friday, that Friday will be the Interest Determination Date pertaining to the
Interest Reset Date occurring in the next succeeding week.

     Unless otherwise specified on the face hereof, the "Calculation Date,"
where applicable, pertaining to an Interest Determination Date will be the
earlier of (i) the tenth calendar day after such Interest Determination Date,
or, if such day is not a Business Day, the next succeeding Business Day, or (ii)
the Business Day preceding the applicable Interest Payment Date or Stated
Maturity Date or for any principal amount to be redeemed or repaid, the
Redemption Date or Repayment Date, as the case may be.

     "H.15 Daily Update" means the daily update of H.15(519), available through
the world wide web site of the Board of Governors of the Federal Reserve System
at http://www.federalreserve.gov/releases/ h15/ update or any successor site or
publication.

     "H.15(519)" means the Statistical Release H.15(519), Selected Interest
Rates, published by the Board of Governors of the Federal Reserve System, or any
successor publication of the Board of Governors of the Federal Reserve System.

     "Telerate" means Bridge Telerate, Inc., or any successor service.

                                       3



     CD Rate. If the Base Rate for this Note is specified on the face hereof as
the CD Rate, this Note will bear interest at the interest rate, calculated with
reference to the CD Rate and the Spread and/or Spread Multiplier, if any, and
subject to the Minimum Interest Rate, and the Maximum Interest Rate, if any,
specified on the face hereof. The CD Rate will be, for any Interest
Determination Date, the rate on that date for negotiable U.S. dollar
certificates of deposit having the Index Maturity specified on the face hereof
as published in H.15(519) under the heading "CDs (secondary market)." The
following procedures will apply if the CD Rate cannot be determined as described
above: If the above rate is not published in H.15(519) by 3:00 p.m., New York
City time, on the Calculation Date pertaining to the applicable Interest
Determination Date, the CD Rate will be the rate on that Interest Determination
Date set forth in the H.15 Daily Update, or such other recognized electronic
source used for the purpose of displaying such rate, or any successor site or
publication, which is commonly referred to as the "H.15 Daily Update," for the
Interest Determination Date for negotiable certificates of deposit having the
Index Maturity specified on the face hereof, under the caption "CDs (secondary
market)." If the above rate is not yet published in either H.15(519), the H.15
Daily Update or some other recognized source for the purpose of displaying the
rate, by 3:00 p.m., New York City time, on the Calculation Date, the Calculation
Agent will determine the CD Rate to be the arithmetic mean of the secondary
market offered rates as of 10:00 a.m., New York City time, on that Interest
Determination Date of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in New York City selected by the Calculation Agent,
after consultation with the Company, for negotiable certificates of deposit of
major United States money center banks of the highest credit standing in the
market for negotiable certificates of deposit with a remaining maturity closest
to the Index Maturity specified on the face hereof in an amount that is
representative for a single transaction in that market at that time. If the
dealers selected by the Calculation Agent are not quoting as set forth above,
the CD Rate for the applicable Interest Reset Period will be the same as the CD
Rate in effect for the immediately preceding Interest Reset Period (or, if there
was no Interest Reset Period, the rate of interest payable on the CD Rate Notes
for which the CD Rate is being determined shall be the Initial Interest Rate).

     CMT Rate. If the Base Rate for this Note is specified on the face hereof as
the CMT Rate, this Note will bear interest at the interest rate, calculated with
reference to the CMT Rate and the Spread and/or Spread Multiplier, if any, and
subject to the Minimum Interest Rate, and the Maximum Interest Rate, if any,
specified on the face hereof. The CMT Rate shall be determined in the following
manner: if CMT Telerate Page 7051 is specified on the face hereof, CMT Rate
means the percentage equal to the yield for U.S. Treasury securities at
"constant maturity" having the Index Maturity specified on the face hereof as
published in H.15(519) under the caption "Treasury Constant Maturities", as the
yield is displayed on the Telerate on page 7051 (or any other page as may
replace the specified page on that service) ("Telerate Page 7051"), for the
particular Interest Determination Date. The following paragraphs detail the
procedures to be followed in the event that CMT Telerate Page 7051 is specified
on the face hereof, but the foregoing method for determining CMT Rate is not
available.

..  If the rate referred to in the preceding paragraph does not so appear on
   Telerate Page 7051 by 3:30 p.m., New York City time, on the Calculation Date
   for the applicable Interest Determination Date, the CMT Rate will be the
   percentage equal to the yield for U.S. Treasury securities at "constant
   maturity" having the particular Index Maturity and for the particular
   Interest Determination Date as published in H.15(519) under the caption
   "Treasury Constant Maturities".

..  If the rate referred to in the preceding paragraph does not so appear in
   H.15(519) by 3:30 p.m., New York City time, on the Calculation Date for the
   applicable Interest Determination Date, the CMT Rate will be the rate on the
   particular Interest Determination Date for the period of the particular Index
   Maturity as may then be published by either the Federal Reserve System Board
   of Governors or the U.S. Department of the Treasury that the Calculation
   Agent determines to be comparable to the rate which would otherwise have been
   published in H.15(519).

..  If the rate referred to in the preceding paragraph is not so published by
   3:30 p.m., New York City time, on the Calculation Date for the applicable
   Interest Determination Date, the CMT Rate will be the rate on the particular
   Interest Determination Date calculated by the Calculation Agent as a yield to
   maturity based on the arithmetic mean of the secondary market bid prices at
   approximately 3:30 p.m., New

                                       4



   York City time, on that Interest Determination Date of three leading primary
   U.S. government securities dealers in New York City (each, a "Reference
   Dealer"), selected by the Calculation Agent from five Reference Dealers
   selected by the Calculation Agent and eliminating the highest quotation, or,
   in the event of equality, one of the highest, and the lowest quotation or, in
   the event of equality, one of the lowest, for U.S. Treasury securities with
   an original maturity equal to the particular Index Maturity, a remaining term
   to maturity no more than 1 year shorter than that Index Maturity and in a
   principal amount that is representative for a single transaction in the
   securities in that market at that time.

..  If fewer than five but more than two of the prices referred to in the
   preceding paragraph are provided as requested, the CMT Rate will be the rate
   on the particular Interest Determination Date calculated by the Calculation
   Agent based on the arithmetic mean of the bid prices obtained and neither the
   highest nor the lowest of the quotations shall be eliminated.

..  If fewer than three of the prices referred to two paragraphs above are
   provided as requested, the CMT Rate will be the rate on the particular
   Interest Determination Date calculated by the Calculation Agent as a yield to
   maturity based on the arithmetic mean of the secondary market bid prices as
   of approximately 3:30 p.m., New York City time, on that Interest
   Determination Date of three Reference Dealers selected by the Calculation
   Agent from five Reference Dealers selected by the Calculation Agent and
   eliminating the highest quotation or, in the event of equality, one of the
   highest and the lowest quotation or, in the event of equality, one of the
   lowest, for U.S. Treasury securities with an original maturity greater than
   the particular Index Maturity, a remaining term to maturity closest to that
   Index Maturity and in a principal amount that is representative for a single
   transaction in the securities in that market at that time.

..  If fewer than five but more than two prices referred to in the preceding
   paragraph are provided as requested, the CMT Rate will be the rate on the
   particular Interest Determination Date calculated by the Calculation Agent
   based on the arithmetic mean of the bid prices obtained and neither the
   highest nor the lowest of the quotations will be eliminated.

..  If fewer than three prices referred to two paragraphs above are provided as
   requested, the CMT Rate for the applicable Interest Reset Date will be the
   same as the CMT Rate for the immediately preceding Interest Reset Period (or,
   if there was no Interest Reset Period, the rate of interest payable on the
   CMT Rate Notes for which the CMT Rate is being determined shall be the
   Initial Interest Rate).

     If CMT Telerate Page 7052 is specified on the face hereof, CMT Rate means
the percentage equal to the one-week or one-month, as specified on the face
hereof, average yield for U.S. Treasury securities at "constant maturity" having
the Index Maturity specified on the face hereof as published in H.15(519)
opposite the caption "Treasury Constant Maturities", as the yield is displayed
on the Telerate on page 7052 (or any other page as may replace the specified
page on that service) ("Telerate Page 7052"), for the week or month, as
applicable, ended immediately preceding the week or month, as applicable, in
which the particular Interest Determination Date falls. The following paragraphs
detail the procedures to be followed in the event that CMT Telerate Page 7052 is
specified on the face hereof, but the foregoing method for determining CMT Rate
is not available.

..  If the rate referred to in the preceding paragraph does not so appear on
   Telerate Page 7052 by 3:30 p.m., New York City time, on the Calculation Date
   for the applicable Interest Determination Date, the CMT Rate will be the
   percentage equal to the one-week or one-month, as specified on the face
   hereof, average yield for U.S. Treasury securities at "constant maturity"
   having the particular Index Maturity and for the week or month, as
   applicable, preceding the particular Interest Determination Date as published
   in H.15(519) opposite the caption "Treasury Constant Maturities."

..  If the rate referred to in the preceding paragraph does not so appear in
   H.15(519) by 3:30 p.m., New York City time, on the Calculation Date for the
   applicable Interest Determination Date, the CMT Rate will be the one-week or
   one-month, as specified on the face hereof, average yield for U.S. Treasury

                                       5



   securities at "constant maturity" having the particular Index Maturity as
   otherwise announced by the Federal Reserve Bank of New York for the week or
   month, as applicable, ended immediately preceding the week or month, as
   applicable, in which the particular Interest Determination Date falls.

..  If the rate referred to in the preceding paragraph is not so published by
   3:30 p.m., New York City time, on the Calculation Date for the applicable
   Interest Determination Date, the CMT Rate will be the rate on the particular
   Interest Determination Date calculated by the Calculation Agent as a yield to
   maturity based on the arithmetic mean of the secondary market bid prices at
   approximately 3:30 p.m., New York City time, on that Interest Determination
   Date of three Reference Dealers selected by the Calculation Agent from five
   Reference Dealers selected by the Calculation Agent and eliminating the
   highest quotation, or, in the event of equality, one of the highest, and the
   lowest quotation or, in the event of equality, one of the lowest, for U.S.
   Treasury securities with an original maturity equal to the particular Index
   Maturity, a remaining term to maturity no more than 1 year shorter than that
   Index Maturity and in a principal amount that is representative for a single
   transaction in the securities in that market at that time.

..  If fewer than five but more than two of the prices referred to in the
   preceding paragraph are provided as requested, the CMT Rate will be the rate
   on the particular Interest Determination Date calculated by the Calculation
   Agent based on the arithmetic mean of the bid prices obtained and neither the
   highest nor the lowest of the quotations shall be eliminated.

..  If fewer than three prices referred to two paragraphs above are provided as
   requested, the CMT Rate will be the rate on the particular Interest
   Determination Date calculated by the Calculation Agent as a yield to maturity
   based on the arithmetic mean of the secondary market bid prices as of
   approximately 3:30 p.m., New York City time, on that Interest Determination
   Date of three Reference Dealers selected by the Calculation Agent from five
   Reference Dealers selected by the Calculation Agent and eliminating the
   highest quotation or, in the event of equality, one of the highest and the
   lowest quotation or, in the event of equality, one of the lowest, for U.S.
   Treasury securities with an original maturity greater than the particular
   Index Maturity, a remaining term to maturity closest to that Index Maturity
   and in a principal amount that is representative for a single transaction in
   the securities in that market at the time.

..  If fewer than five but more than two prices referred to in the preceding
   paragraph are provided as requested, the CMT Rate will be the rate on the
   particular Interest Determination Date calculated by the Calculation Agent
   based on the arithmetic mean of the bid prices obtained and neither the
   highest or the lowest of the quotations will be eliminated.

..  If fewer than three prices referred to two paragraphs above are provided as
   requested, the CMT Rate for the applicable Interest Reset Date will be the
   same as the CMT Rate for the immediately preceding Interest Reset Period (or,
   if there was no Interest Reset Period, the rate of interest payable on the
   CMT Rate Notes for which the CMT Rate is being determined shall be the
   Initial Interest Rate).

     For purposes of the above calculations (whether CMT Telerate Page 7051 or
CMT Telerate Page 7052 is specified on the face hereof), if two U.S. Treasury
securities with an original maturity greater than the Index Maturity specified
on the face hereof have remaining terms to maturity equally close to the
particular Index Maturity, the quotes for the U.S. Treasury security with the
shorter remaining term to maturity will be used.

     If no CMT Telerate Page is specified on the face hereof, CMT Telerate Page
7052, for the most recent week, shall be deemed specified.

     Commercial Paper Rate. If the Base Rate for this Note is specified on the
face hereof as the Commercial Paper Rate, this Note will bear interest at the
interest rate, calculated with reference to the Commercial Paper Rate and the
Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest
Rate and the Maximum Interest Rate, if any, specified on the face hereof. The
Commercial Paper

                                       6



   Rate shall be determined to be for any Interest Determination Date, the Money
   Market Yield, calculated as described below, of the rate on that date for
   commercial paper having the Index Maturity specified on the face hereof, as
   that rate is published in H.15(519), under the heading "Commercial Paper -
   Nonfinancial."

     The following procedures will apply if the Commercial Paper Rate cannot be
determined as described above: If the above rate is not published by 3:00 p.m.,
New York City time, on the Calculation Date pertaining to the applicable
Interest Determination Date, then the Commercial Paper Rate will be the Money
Market Yield of the rate on that Interest Determination Date for commercial
paper of the Index Maturity specified on the face hereof as published in H.15
Daily Update or some other recognized electronic source for the purpose of
displaying the rate, under the heading "Commercial Paper - Nonfinancial" If by
3:00 p.m., New York City time, on that Calculation Date the rate is not yet
published in either H.15(519) or the H.15 Daily Update, or some other recognized
electronic source for the purpose of displaying the rate, then the Calculation
Agent will determine the Commercial Paper Rate to be the Money Market Yield of
the arithmetic mean of the offered rates as of 11:00 a.m., New York City time,
on that Interest Determination Date of three leading dealers of U.S. dollar
commercial paper in New York City selected by the Calculation Agent, after
consultation with the Company, for commercial paper of the Index Maturity
specified on the face hereof, placed for an industrial issuer whose bond rating
is "AA," or the equivalent, from a nationally recognized statistical rating
organization. If the dealers selected by the Calculation Agent are not quoting
as mentioned above, the Commercial Paper Rate for the applicable Interest Reset
Period will be the same as the Commercial Paper Rate in effect for the
immediately preceding Interest Reset Period (or, if there was no Interest Reset
Period, the rate of interest payable on the Commercial Paper Rate Notes for
which the Commercial Paper Rate is being determined shall be the Initial
Interest Rate).

     The "Money Market Yield" will be a yield calculated in accordance with the
following formula:

         Money Market Yield =      D x 360                  x 100
                                   ------------------
                                             360 - (D x M)

"D" refers to the applicable per year rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the interest period for which interest is being calculated.

     Federal Funds Rate. If the Base Rate for this Note is specified on the face
hereof as the Federal Funds Rate, this Note will bear interest at the interest
rate, calculated with reference to the Federal Funds Rate and the Spread and/or
Spread Multiplier, if any, and subject to the Minimum Interest Rate and Maximum
Interest Rate, if any, specified on the face hereof. The Federal Funds Rate
shall be determined as of the applicable Interest Determination Date to be the
rate on that date for U.S. dollar federal funds as published in H.15(519) under
the heading "Federal Funds (Effective)" as that rate is displayed on the
Telerate on page 120 or any other page as may replace the applicable page on
that service, which is commonly referred to as "Telerate Page 120."

     The following procedures will apply if the Federal Funds Rate cannot be
determined as described above: If the above rate is not published by 3:00 p.m.,
New York City time, on the Calculation Date pertaining to the Interest
Determination Date, the Federal Funds Rate will be the rate on that Interest
Determination Date as published in the H.15 Daily Update under the heading
"Federal Funds/ Effective Rate," or another recognized electronic source used
for the purpose of displaying that rate, under the caption "Federal Funds
(Effective)." If that rate is not yet published in either H.15(519) or the H.15
Daily Update or some other recognized electronic source for the purpose of
displaying the rate, by 3:00 p.m., New York City time, on the Calculation Date
pertaining to the Interest Determination Date then the Calculation Agent will
determine the Federal Funds Rate to be the arithmetic mean of the rates for the
last transaction in overnight U.S. dollar federal funds, as of 9:00 a.m., New
York City time, on the Interest Determination Date, arranged by each of three
leading brokers of federal funds transactions in New York City selected by the
Calculation Agent. If the brokers selected by the Calculation Agent are not
quoting as mentioned above, the Federal Funds Rate for the applicable Interest
Reset Period will be the same as the Federal Funds Rate in effect for the
immediately preceding Interest Reset Period (or, if there was no

                                       7



Interest Reset Period, the rate of interest payable on the Federal Funds Rate
Notes for which the Federal Funds Rate is being determined shall be the Initial
Interest Rate).

         LIBOR. If the Base Rate for this Note is specified on the face hereof
as LIBOR, this Note will bear interest at the interest rate, calculated with
reference to LIBOR and the Spread and/or Spread Multiplier, if any, and subject
to the Minimum Interest Rate and the Maximum Interest Rate, if any, specified on
the face hereof. LIBOR shall be determined by the Calculation Agent as of the
applicable Interest Determination Date (a LIBOR Interest Determination Date) in
accordance with the following provisions:

         (a)  if "LIBOR Reuters" is specified on the face hereof, the arithmetic
              mean of the offered rates for deposits in the Index Currency
              having the Index Maturity designated on the face hereof,
              commencing on the second London Business Day immediately following
              that Interest Determination Date, that appear on the Designated
              LIBOR Page as of 11:00 a.m., London time, on that Interest
              Determination Date, if at least two offered rates appear on the
              Designated LIBOR Page, except that if the specified Designated
              LIBOR Page, by its terms provides only for a single rate, that
              single rate will be used; or

         (b)  if "LIBOR Telerate" is specified in on the face hereof, the rate
              for deposits in the Index Currency having the Index Maturity
              designated on the face hereof, commencing on the second London
              Business Day immediately following that Interest Determination
              Date or, if pounds sterling is the Index Currency, commencing on
              that Interest Determination Date, that appears on the Designated
              LIBOR Page at approximately 11:00 a.m., London time, on that
              Interest Determination Date.

         If fewer than the required number of offered rates appear, then the
Calculation Agent will request the principal London offices of each of four
major reference banks in the London interbank market, as selected by the
Calculation Agent after consultation with the Company, to provide the
Calculation Agent with its offered quotation for deposits in the Index Currency
for the period of the Index Maturity specified on the face hereof commencing on
the second London Business Day immediately following the Interest Determination
Date or, if pounds sterling is the Index Currency, commencing on that Interest
Determination Date, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on that Interest Determination Date and
in a principal amount of not less than $1,000,000 (or the equivalent in the
Index Currency, if the Index Currency is not the U.S. dollar) that is
representative of a single transaction in the Index Currency in the market at
that time. If at least two quotations are provided, LIBOR determined on that
Interest Determination Date will be the arithmetic mean of those quotations. If
fewer than two quotations are provided, LIBOR will be determined on that
Interest Determination Date as the arithmetic mean of the rates quoted at
approximately 11:00 a.m., London time, or some other time specified on the face
hereof, in the applicable Principal Financial Center for the country of the
Index Currency on the Interest Determination Date, by three major banks in that
Principal Financial Center selected by the Calculation Agent, after consultation
with the Company, for loans in the Index Currency to leading European banks,
having the Index Maturity specified on the face hereof and in a principal amount
of not less than $1,000,000 (or the equivalent in the Index Currency, if the
Index Currency is not the U.S. dollar) that is representative of a single
transaction in that Index Currency in the market at that time. If the banks so
selected by the Calculation Agent are not quoting as mentioned in the previous
sentence, LIBOR for the applicable Interest Reset Period will be the same as
LIBOR in effect for the immediately preceding Interest Reset Period (or, if
there was no Interest Reset Period, the rate of interest payable on the LIBOR
Notes for which LIBOR is being determined shall be the Initial Interest Rate).

         If neither LIBOR Reuters nor LIBOR Telerate is specified on the face
hereof, LIBOR for the applicable Index Currency will be determined as if LIBOR
Telerate were specified, and, if the U.S. dollar is the Index Currency, as if
Page 3750, had been specified.

         "Designated LIBOR Page" means either: (i) if "LIBOR Reuters" is
designated on the face hereof, the display on the Reuters Monitor Money Rates
Service for the purpose of displaying the London interbank rates of major banks
for the applicable Index Currency or its designated successor; or (ii) if

                                       8



"LIBOR Telerate" is designated on the face hereof, the display on the Telerate
page specified on the face hereof, or any other page as may replace that page on
that service, for the purpose of displaying the London interbank rates of major
banks for the applicable Index Currency.

         Prime Rate. If the Base Rate for this Note is specified on the face
hereof as the Prime Rate, this Note will bear interest at the interest rate,
calculated with reference to the Prime Rate and the Spread and/or Spread
Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum
Interest Rate, if any, specified on the face hereof. The Prime Rate shall be
determined as of the applicable Interest Determination Date to be the rate set
forth on that date in H.15(519) under the heading "Bank Prime Loan."

         The following procedures will apply if the Prime Rate cannot be
determined as described above: If the above rate is not published prior to 3:00
p.m., New York City time, on the Calculation Date pertaining to the applicable
Interest Determination Date, then the Prime Rate will be the rate on that
Interest Determination Date as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying such rate, under
the heading "Bank Prime Loan." If the rate is not published prior to 3:00 p.m.,
New York City time, on the Calculation Date in either H.15(519) or the H.15
Daily Update, or some other recognized electronic source for the purpose of
displaying the rate, then the Calculation Agent will determine the Prime Rate to
be the arithmetic mean of the rates of interest publicly announced by each bank
that appears on the Reuters Screen USPRIME 1 Page as that bank's prime rate or
base lending rate as in effect as of 11:00 a.m., New York City time, on that
Interest Determination Date as quoted on the Reuters Screen USPRIME 1 Page on
the Interest Determination Date. If fewer than four rates appear on the Reuters
Screen USPRIME 1 Page for that Interest Determination Date, the Calculation
Agent will determine the Prime Rate to be the arithmetic mean of the prime rates
or base lending rates quoted on the basis of the actual number of days in the
year divided by 360 as of the close of business on that Interest Determination
Date by three major banks in New York City selected by the Calculation Agent,
after consultation with the Company, from which quotations are requested. If
fewer than two quotations are provided, the Prime Rate shall be calculated by
the Calculation Agent and shall be determined as the arithmetic mean on the
basis of the prime rates in New York City by the appropriate number of
substitute banks or trust companies organized and doing business under the laws
of the United States, or any State thereof, in each case having total equity
capital of at least U.S. $500 million and being subject to supervision or
examination by federal or state authority, selected by the Calculation Agent to
quote the rate or rates. If the banks or trust companies selected by the
Calculation Agent are not quoting as mentioned above, the Prime Rate for the
applicable Interest Reset Period will be the same as the Prime Rate in effect
for the immediately preceding Interest Reset Period (or, if there was no
Interest Reset Period, the rate of interest payable on the Prime Rate Notes for
which the Prime Rate is being determined shall be the Initial Interest Rate).

         "Reuters Screen US PRIME 1 Page" means the display designated as Page
"US PRIME 1" on the Reuters Monitor Money Rates Service (or such other page as
may replace the US PRIME 1 Page on such service for the purpose of displaying
prime rates or base lending rates of major United States banks).

         Treasury Rate. If the Base Rate for this Note is specified on the face
hereof as the Treasury Rate, this Note will bear interest at the interest rate,
calculated with reference to the Treasury Rate and the Spread and/or Spread
Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum
Interest Rate, if any, specified on the face hereof. The Treasury Rate shall be
determined as of the applicable Interest Determination Date to be the rate from
the auction held on the applicable Interest Determination Date of direct
obligations of the United States, which are commonly referred to as "Treasury
Bills," having the Index Maturity specified on the face hereof as that rate
appears under the caption "Investment Rate" on the display on the Telerate on
page 56 or any other page as may replace page 56 on that service, referred to as
"Telerate Page 56," or page 57 or any other page as may replace page 57 on that
service, referred to as "Telerate Page 57."

         The following procedures will apply if the Treasury Rate cannot be
determined as described above: If the rate described above is not published by
3:00 p.m., New York City time, on the Calculation Date pertaining to the
applicable Interest Determination Date, the Treasury Rate for the Interest
Determination Date will be the yield to maturity (expressed as a bond
equivalent, on the basis of a year of

                                       9



365 or 366 days, as applicable and applied on a daily basis) of the rate of the
applicable Treasury Bills, published in the H.15 Daily Update, or any other
recognized electronic source used for the purpose of displaying the rate, under
the caption "U.S. Government Securities/Treasury Bills/Auction High" on the
Interest Determination Date, or if not so published by 3:00 p.m., New York City
time on the Calculation Date, the yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable and applied
on a daily basis) of the auction rate of the applicable Treasury Bills as
otherwise announced by the United States Department of the Treasury. In the
event that the results of the auction of Treasury Bills having the Index
Maturity designated on the face hereof are not published or reported as provided
above by 3:00 p.m., New York City time, on the Calculation Date or if no auction
is held on the Interest Determination Date, then the Treasury Rate will be the
yield to maturity (expressed as a bond equivalent, on the basis of a year of 365
or 366 days, as applicable and applied on a daily basis) of the rate on the
Interest Determination Date of Treasury Bills having the Index Maturity
specified on the face hereof published in H.15(519), or such other recognized
electronic source used for the purpose of displaying that rate, under the
caption "U.S. Government Securities/ Treasury Bills/ Secondary Market." If the
rate referred to in the immediately preceding sentence is not so published by
3:00 p.m., New York City time, on the Calculation Date pertaining to the
applicable Interest Determination Date, the Treasury Rate shall be the yield to
maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366
days, as applicable and applied on a daily basis) of the rate on the Interest
Determination Date of such Treasury Bills as published in the H.15 Daily Update,
or other recognized electronic source used for the purpose of displaying that
rate, under the caption "U.S. Government Securities/Treasury Bills/Secondary
Market." If the rate referred to above is not published in H.15(519), H.15 Daily
Update, or another recognized electronic source, by 3:00 p.m., New York City
time, on the Calculation Date pertaining to the applicable Interest
Determination Date, the Treasury Rate shall be calculated by the Calculation
Agent and shall be a yield to maturity (expressed as a bond equivalent, on the
basis of a year of 365 or 366 days, as applicable and applied on a daily basis)
calculated using the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 p.m., New York City time, on the applicable Interest
Determination Date, of three primary United States government securities
dealers, selected by the Calculation Agent, after consultation with the Company,
for the issue of Treasury Bills with a remaining maturity closest to the Index
Maturity specified in on the face hereof. If the dealers selected by the
Calculation Agent are not quoting as mentioned in the immediately preceding
sentence, the Treasury Rate for the applicable Interest Reset Period will be the
same as the Treasury Rate in effect for the immediately preceding Interest Reset
Period (or, if there was no Interest Reset Period, the rate of interest payable
on the Treasury Rate Notes for which the Treasury Rate is being determined shall
be the Initial Interest Rate).

         Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The interest rate on this
Note will in no event be higher than the maximum rate permitted by New York law,
as the same may be modified by United States law of general application.

         The Calculation Agent shall calculate the interest rate hereon in
accordance with the foregoing on or before each Calculation Date. At the request
of the Holder hereof, the Calculation Agent will provide to the Holder hereof
the interest rate hereon then in effect and, if determined, the interest rate
which will become effective as a result of a determination made for the next
succeeding Interest Reset Date.

         With respect to this Note, accrued interest shall be calculated by
multiplying the principal amount of this Note by an accrued interest factor.
Such accrued interest factor will be computed by adding the interest factors
calculated for each day in the period for which interest is being paid. Unless
otherwise specified on the face hereof, the interest factor for each day is
computed by dividing the interest rate applicable to that day: (i) by 360, in
the case of CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate
Notes, LIBOR Notes (except for LIBOR Notes denominated in pounds sterling) and
Prime Rate Notes; (ii) by 365, in the case of LIBOR Notes denominated in pounds
sterling; or (iii) by the actual number of days in the year, in the case of
Treasury Rate Notes or CMT Rate Notes. All percentages used
in or resulting from any calculation of the rate of interest on this Note will
be rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward, and all
dollar amounts used in or resulting from such calculation on this Note will be
rounded to the nearest cent, with one-half cent rounded upward, or in the case
of a foreign currency, to the

                                       10



nearest unit, with one-half unit being rounded upward. The interest rate in
effect on any Interest Reset Date will be the applicable rate as reset on such
date. The interest rate applicable to any other day is the interest rate from
the immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate).

         If so provided on the face of this Note, this Note may be redeemed by
the Company in accordance with the Redemption Terms set forth on the face
hereof. If no Redemption Terms are set forth on the face hereof, this Note may
not be redeemed prior to the Maturity Date. On and after the initial Redemption
Date specified in the Redemption Terms, if any, this Note may be redeemed at any
time in whole or in part (provided that any remaining principal amount of this
Note shall be equal to an authorized denomination) at the option of the Company,
at the applicable Redemption Price specified in the Redemption Terms, together
with interest thereon payable to the Redemption Date, on notice given not more
than 60 nor less than 20 calendar days prior to the Redemption Date. In the
event of redemption of this Note in part only, a new Note for the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon the
surrender hereof.

         Notwithstanding the foregoing, the Company may not, prior to the
Limitation Date specified on the face hereof, if any, redeem this Note as
contemplated by the next preceding paragraph as a part of, or in anticipation
of, any refunding operation by the application, directly or indirectly, of
monies borrowed having an interest cost to the Company (calculated in accordance
with generally accepted financial practice) of less than the Refunding Rate
specified on the face hereof, if any.

         The Notes will not have a sinking fund.

         If Repayment Terms are indicated on the face of this Note, the Company
may be required to repurchase this Note at the option of the Holder, in whole or
in part, on the Repayment Date(s) and at the applicable Repayment Price(s)
specified in the Repayment Terms, plus accrued interest, if any, to the
applicable Repayment Date. On or before the applicable Repayment Date, the
Company shall deposit with the Trustee money sufficient to pay the applicable
Repayment Price and any interest accrued on the portion of this Note to be
tendered for repayment. On and after such Repayment Date, interest will cease to
accrue on this Note or any portion hereof tendered for repayment.

         The repayment option may be exercised by the Holder of this Note for
less than the entire principal amount hereof, but in that event, the principal
amount hereof remaining outstanding after repayment must be in an authorized
denomination. In the event of repurchase of this Note in part only, a new Note
or Notes of this series and of like tenor for the unpurchased portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.

         In order for this Note to be repaid, the Trustee must receive at least
30 calendar days but not more than 60 calendar days prior to the Repayment Date
(i) this Note with the form entitled "Option to Elect Repayment" attached to
this Note duly completed or (ii) a facsimile transmission or a letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company in the United
States setting forth the name of the Holder of this Note, the principal amount
of this Note, the principal amount of this Note to be repaid, the registered
number or a description of the tenor and terms of this Note, a statement that
the option to elect repayment is being exercised thereby, and a guarantee that
this Note to be repaid, together with the duly completed form entitled "Option
to Elect Repayment" attached to this Security, will be received by the Trustee
not later than the fifth Business Day after the date of such facsimile
transmission or letter; however, such facsimile transmission or letter shall
only be effective if this Note and duly completed form are received by the
Trustee by such fifth Business Day. Such notice, once given, will be irrevocable
unless waived by the Company.

         Unless otherwise indicated on the face hereof, this Note will not be
subject to repayment at the option of the Holder.

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

                                       11



         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 the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Note 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 Note.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes, the Holders of not less than a majority in principal amount of the Notes
at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered
the Trustee reasonable indemnity, and the Trustee shall not have received from
the Holders of a majority in principal amount of the Notes at the time
Outstanding a direction inconsistent with such request, and shall have failed to
institute any such proceeding for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Note for the enforcement of any payment of principal hereof
or premium, if any, or interest hereon on or after the respective due dates
expressed or provided for herein.

         No reference herein to the Indenture and no provision of this Note 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 Note at the times, place and rate, in the coin or currency, and
to the manner, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registerable in the Security Register,
upon surrender of this Note, for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes having the same Stated Maturity
Date and Original Issue Date, of authorized denominations and of like tenor and
for the same aggregate principal amount in the same Specified Currency, will be
issued to the designated transferee or transferees.

         The Notes are issuable only in registered form without coupons and
unless otherwise specified on the face hereof, in denominations of U.S. $1,000
and in integral multiples of U.S. $1,000 in excess thereof or the approximate
equivalent of U.S. $1,000 in the Specified Currency in which this Note is
denominated (if not U.S. dollars) at the Market Exchange Rate on the Business
Day immediately preceding the trade date for the original issuance of each
tranche of Notes, as determined by the Exchange Rate Agent. As provided in the
Indenture and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes having the same
Specified Currency, Stated Maturity Date and Original Issue Date of any
authorized denominations as requested by the Holder surrendering the same, upon
surrender of the Note or Notes to be exchanged at the office or agency of the
Company.

         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 Note 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 Note is registered as the

                                       12



absolute owner hereof for all purposes, whether or not this Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.

         Reference in this Note to "U.S.$" or "U.S. dollars", is to the currency
of the United States of America. Reference in this Note to the "Specified
Currency" is to the Specified Currency shown on the face hereof. All terms used
in this Note and not otherwise defined herein which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

         This Note shall be governed by and construed in accordance with the
laws of the State of New York.

                                       13



                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription above in this
instrument shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM -  as tenants in common          UNIF GIFT MIN ACT ____ Custodian _____

TEN ENT -  as tenants by the entireties                     (Cust)       (Minor)

JT TEN  -  as joint tenants with right of Under Uniform Gifts to Minors Act
           survivorship and not as tenants in common       (State)

Additional abbreviations may also be used though not in the above list.

                                       14



                            [FORM OF TRANSFER NOTICE]

         FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
   assign(s) and transfer(s) unto

________________________________________________________________________________
   Insert Taxpayer Identification No.

________________________________________________________________________________
   Please print or typewrite name and address including zip code of assignee

   the within Note and all rights thereunder, hereby irrevocably constituting
   and appointing

   _____________________________________________________________________________
   attorney to transfer said Note on the books of the Company with full power of
   substitution in the premises.

   Dated:_____________              _______________________________________
                                        NOTICE: The signature to this assignment
                                                must correspond with the name as
                                                written elsewhere upon the
                                                within instrument in every
                                                particular, without alteration
                                                or enlargement or any change
                                                whatever.

                                       15

EX-5.1

                                  July 23, 2002

Board of Directors
Virginia Electric and Power Company
701 East Cary Street
Richmond, Virginia 23219

Ladies and Gentlemen:

Reference is made to your Registration Statement on Form S-3 being filed with
the Securities and Exchange Commission (the Registration Statement) in
connection with the registration of up to U.S. $2,000,000,000 aggregate
principal amount of certain Mortgage Bonds, Senior Debt Securities, Junior
Subordinated Notes, Trust Preferred Securities and Related Guarantee, Preferred
Stock, and Agreement as to Expenses and Liabilities (collectively, the
Securities) under the Securities Act of 1933, as amended (the Securities Act).
In connection with the offering of the Securities, you have requested our
opinion with respect to the matters set forth herein.

In connection with the delivery of this opinion, we have examined originals or
copies of the Restated Articles of Incorporation of the Company, as amended, the
Bylaws of the Company; the Registration Statement and the exhibits thereto;
certain resolutions adopted or to be adopted by the Board of Directors of the
Company; an order (the "Order") issued on July 17, 2002 in Case No.
PUE-2002-00376 by the State Corporation Commission of the Commonwealth of
Virginia (Virginia Commission) authorizing various financing transactions and
other matters; the forms of certificates representing the Securities; and such
other records, agreements, instruments, certificates and other documents of
public officials, the Company and its officers and representatives, and have
made such inquiries of the Company and its officers and representatives, as we
have deemed necessary or appropriate in connection with the opinions set forth
herein.

We are familiar with the proceedings heretofore taken, and with the additional
proceedings proposed to be taken, by the Company in connection with the
authorization, registration, issuance and sale of the Securities. With respect
to certain factual matters, we have relied upon representations from, or
certificates of, officers of the Company. In making such examination and
rendering the opinions set forth below, we have assumed without verification the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the authenticity of the originals of such documents submitted to
us as certified copies, the conformity to originals of all documents submitted
to us as copies, the authenticity of the originals of such latter documents,
that all documents submitted to us as certified copies are true and correct
copies of such originals and the legal capacity of all individuals executing
such documents.



Page 2

Based on such examination and review, and subject to the foregoing, we are of
the opinion that:

1.   The Company is a corporation duly organized and validly existing under
     the laws of the Commonwealth of Virginia, and has the corporate power
     to conduct its business as now conducted and to issue the Securities of
     which the Company is the issuer.

2.   When the Registration Statement, as it may be amended, has become
     effective under the Securities Act, and any applicable state securities
     or Blue Sky laws have been complied with, and upon issuance, delivery
     and payment therefore in the manner contemplated by the Registration
     Statement, the Securities of which the Company is the issuer will be
     validly issued, fully paid and non-assessable and, to the extent that
     the Securities are debt securities of the Company, they will be valid
     and binding obligations of the Company.

This opinion is limited to the laws of the United States of America, the
Commonwealth of Virginia and the State of New York, and we have not considered,
and we express no opinion as to, the laws of any other jurisdiction. We consent
to the inclusion of this opinion as an exhibit to the Registration Statement and
to the statements made with regard to our firm under the caption "EXPERTS"
appearing in the prospectus that is a part of the Registration Statement, and in
any supplements thereto. In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933.

                                           Very truly yours,

                                           s/ McGuireWoods LLP

EX-5.2

                                  July 23, 2002

Virginia Electric and Power Company
701 East Cary Street
Richmond, Virginia 23219

                  Re:  Virginia Power Capital Trust II

Ladies and Gentlemen:

                  We have acted as special Delaware counsel for Virginia Power
Capital Trust II, a Delaware business trust (the "Trust") in connection with the
matters set forth herein. At your request, this opinion is being furnished to
you.

                  For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

                  (a)  The Certificate of Trust of the Trust, as filed with the
                       office of the Secretary of State of the State of
                       Delaware (the "Secretary of State") on May 26, 2000;

                  (b)  The Trust Agreement of the Trust, dated as of May 26,
                       2000, among Virginia Electric and Power Company, a
                       Virginia corporation (the "Company") and the trustees
                       named therein;

                  (c)  The Registration Statement (the "Registration
                       Statement") on Form S-3, including a preliminary
                       prospectus (the "Prospectus"), relating to the Trust
                       Preferred Securities of the Trust representing
                       preferred beneficial interests in the Trust (each, a
                       "Preferred Security" and collectively, the "Preferred
                       Securities"), to be filed by the Company and the Trust
                       with the Securities and Exchange Commission on or about
                       July 23, 2002.

                  (d)  A form of Amended and Restated Trust Agreement for the
                       Trust, to be entered into between the Company, the
                       trustees of the Trust named therein, and the holders,
                       from time to time, of the undivided beneficial
                       interests in the assets of such Trust (including the
                       Exhibits thereto) (the "Trust Agreement"), to be
                       attached as an exhibit to the Registration Statement;
                       and



Virginia Electric and Power Company
July 23, 2002
Page 2

                  (e)  A Certificate of Good Standing for the Trust, dated
                       July 23, 2002, obtained from the Secretary of State.

                  Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.

                  For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (e) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.

                  With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.

                  For purposes of this opinion, we have assumed (i) that the
Trust Agreement will constitute the entire agreement among the parties thereto
with respect to the subject matter thereof, including with respect to the
creation, operation and termination of the applicable Trust, and that the Trust
Agreement and the Certificate of Trust will be in full force and effect and will
not be amended, (ii) except to the extent provided in paragraph 1 below, the due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its organization or formation, (iii) the legal capacity
of natural persons who are parties to the documents examined by us, (iv) that
each of the parties to the documents examined by us has the power and authority
to execute and deliver, and to perform its obligations under, such documents,
(v) the due authorization, execution and delivery by all parties thereto of all
documents examined by us, (vi) the receipt by each Person to whom a Preferred
Security is to be issued by the Trust (collectively, the "Preferred Security
Holders") of a Preferred Security Certificate for such Preferred Security and
the payment for such Preferred Security, in accordance with the Trust Agreement
and the Registration Statement, and (vii) that the Preferred Securities are
authenticated, issued and sold to the Preferred Security Holders in accordance
with the Trust Agreement and the Registration Statement. We have not
participated in the preparation of the Registration Statement or the Prospectus
and assume no responsibility for their contents.

                  This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.



Virginia Electric and Power Company
July 23, 2002
Page 3

             Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:

             1.  The Trust has been duly created and is validly existing in good
standing as a business trust under the Business Trust Act.

             2.  The Preferred Securities of the Trust will represent valid and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable beneficial interests in the assets of the Trust.

             3.  The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

             We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Opinions" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.

                                              Very truly yours,

                                              s/ Richards, Layton & Finger, P.A.
GCK/ks

EX-12.1

EXHIBIT 12.1

VIRGINIA ELECTRIC AND POWER COMPANY

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Millions of Dollars)

	12 months ended 3/31/02	Years ended December 31,
		2001	2000	1999	1998	1997
Earnings, as defined:
Earnings before income taxes and minority interests in consolidated subsidiaries	935.8	732.8	837.4	742.7	387.2	718.4
Distributed income from unconsolidated investees, less equity in earnings
Fixed charges included in the determination of net income	310.4	310.6	303.2	296.8	325.5	325.0
Total earnings, as defined	1246.2	1043.4	1140.6	1039.5	712.7	1043.4
Fixed charges, as defined:
Interest charges	318.2	320.2	296.9	289.9	319.1	316.4
Rental interest factor	10.9	10.1	6.3	6.9	6.4	8.6
Total fixed charges, as defined	329.10	330.30	303.20	296.80	325.50	325.00
Ratio of Earnings to Fixed Charges	3.79	3.16	3.76	3.50	2.19	3.21

EX-12.2

EXHIBIT 12.2

VIRGINIA ELECTRIC AND POWER COMPANY

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS

(millions, except ratios)

	12 Months Ended	Twelve Months Ended December 31,
	3/31/2002	2001	2000	1999	1998	1997
Income before Income Taxes and Minority Interests	935.8	732.8	837.4	742.7	387.2	718.4
Fixed charges	362.3	368.1	357.2	353.5	386.1	380.1
	1,298.1	1,100.9	1,194.6	1,096.2	773.3	1,098.5
Interest capitalized	18.7	19.7	—	—	—	—
Preference security dividend requirements of consolidated subsidiaries	33.2	37.8	54.0	56.7	60.6	55.1
	51.9	57.5	54.0	56.7	60.6	55.1
Total Earnings	1,246.2	1,043.4	1,140.6	1,039.5	712.7	1,043.4
RATIO OF EARNINGS TO FIXED CHARGES & PREFERRED DIVIDENDS	3.44	2.83	3.19	2.94	1.85	2.74

EX-23.3

                                                                   Exhibit 23.3



                                 (304) 340-1390


                                  July 23, 2002



Virginia Electric and Power Company
One James River Plaza
701 East Cary Street
Richmond, Virginia 23219

            Re:   Form S-3 Registration Statement

Gentlemen:

     We consent to the incorporation by reference into the Registration
Statement of Virginia Electric and Power Company on Form S-3, File No.________ ,
of the statements included therein in regard to our Firm that are governed by
the laws of the State of West Virginia and that relate to title to properties.




                                                   Very truly yours,


                                                   /s/ Jackson & Kelly PLLC
                                                   JACKSON & KELLY PLLC

EX-23.4

                                                                   Exhibit 23.4

INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in this Registration Statement of
Virginia Electric and Power Company on Form S-3 of our reports dated January 22,
2002 (which reports express an unqualified opinion and include an explanatory
paragraph as to the adoption of Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities," as amended,
discussed in Note 9 to the consolidated financial statements, and a change in
the method of accounting used to develop the market-related value of pension
plan assets in 2000, discussed in Note 3 to the consolidated financial
statements), appearing in the Annual Report on Form 10-K of Virginia Electric
and Power Company for the year ended December 31, 2001 and to the reference to
us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.



/s/ Deloitte & Touche LLP

Richmond, Virginia
July 23, 2002

EX-25.1

                                                                   Exhibit 25.1


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

                       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) ________

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

                               JPMORGAN CHASE BANK
               (Exact name of trustee as specified in its charter)


New York                                                              13-4994650
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)


270 Park Avenue
New York, New York                                                         10017
(Address of principal executive offices)                              (Zip Code)


                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)

                  --------------------------------------------
                       Virginia Electric and Power Company
               (Exact name of obligor as specified in its charter)

Virginia                                                               54-418825
(State or other jurisdiction of                                 (I.R.S. employer
incorporation or organization)                               identification No.)


One James River Plaza
701 East Cary Street
Richmond, Virginia                                                         23219
(Address of principal executive offices)                              (Zip Code)


   -------------------------------------------------------------------------
                                  Senior Notes
                       (Title of the indenture securities)

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



                                     GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

         (a)  Name and address of each examining or supervising authority to
which it is subject.

              New York State Banking Department, State House, Albany, New York
              12110.

              Board of Governors of the Federal Reserve System, Washington,
              D.C., 20551

              Federal Reserve Bank of New York, District No. 2, 33 Liberty
              Street, New York, N.Y.

              Federal Deposit Insurance Corporation, Washington, D.C., 20429.


         (b)  Whether it is authorized to exercise corporate trust powers.

              Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

         If the obligor or any Guarantor is an affiliate of the trustee,
describe each such affiliation.

         None.



                                      -2-





Item 16.   List of Exhibits

           List below all exhibits filed as a part of this Statement of
Eligibility.

           1. A copy of the Restated Organization Certificate of the Trustee
dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001
(see Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

           2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001 in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

           3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

           4. A copy of the existing By-Laws of the Trustee (see Exhibit 4
to Form T-1 filed in connection with Registration Statement No. 333-76894,
which is incorporated by reference.)

           5. Not applicable.

           6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

           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.

           8.  Not applicable.

           9.  Not applicable.

                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 23rd day of July, 2002.

                                             JPMORGAN CHASE BANK

                                               By  /s/Natalia Rodriguez
                                                  ------------------------------
                                                      Natalia Rodriguez
                                                      Assistant Vice President



                                      -3-






                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                               JPMorgan Chase Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business March 31, 2002, in
         accordance with a call made by the Federal Reserve Bank of this
         District pursuant to the provisions of the Federal Reserve Act.



                                                                  Dollar Amounts
                     ASSETS                                         in Millions

Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin......................................          $ 22,028
     Interest-bearing balances..............................             9,189
Securities:
Held to maturity securities.................................               428
Available for sale securities...............................            56,159
Federal funds sold and securities purchased under
     agreements to resell...................................
     Federal funds sold in domestic offices.................             1,901
     Securities purchased under agreements to resell........            69,260
Loans and lease financing receivables:
     Loans and leases held for sale.........................            13,042
     Loans and leases, net of unearned income...............          $165,950
     Less: Allowance for loan and lease losses..............             3,284
     Loans and leases, net of unearned income and
     allowance..............................................           162,666
Trading Assets..............................................           152,633
Premises and fixed assets (including capitalized leases)....             5,737
Other real estate owned.....................................                43
Investments in unconsolidated subsidiaries and
     associated companies...................................               366
Customers' liability to this bank on acceptances
     outstanding............................................               306
Intangible assets
        Goodwill............................................             1,908
        Other Intangible assets.............................             7,218
Other assets................................................            38,458
TOTAL ASSETS................................................          $541,342
                                                                      ========


                                       -4-




                                   LIABILITIES

Deposits

     In domestic offices....................................          $151,985
     Noninterest-bearing....................................          $ 66,567
     Interest-bearing.......................................            85,418
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's.................................           119,955
     Noninterest-bearing....................................          $  6,741
     Interest-bearing.......................................           113,214

Federal funds purchased and securities sold under agree-
ments to repurchase:
     Federal funds purchased in domestic offices                        12,983
     Securities sold under agreements to repurchase                     82,618
Trading liabilities.........................................            94,099
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases)..............            10,234
Bank's liability on acceptances executed and outstanding....               311
Subordinated notes and debentures...........................             9,679
Other liabilities...........................................            25,609
TOTAL LIABILITIES...........................................           507,473
Minority Interest in consolidated subsidiaries..............               109

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus...............                 0
Common stock................................................             1,785
Surplus  (exclude all surplus related to preferred stock)...            16,304
Retained earnings...........................................            16,548
Accumulated other comprehensive income......................              (877)
Other equity capital components.............................                 0
TOTAL EQUITY CAPITAL........................................            33,760
                                                                      --------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL              $541,342
                                                                      ========

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.


                               JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.


                                                   WILLIAM B. HARRISON, JR. )
                                                   ELLEN V. FUTTER          )
                                                   LAWRENCE A. BOSSIDY      )



                                       -5-

EX-25.2

                                                                   Exhibit 25.2

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

                       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) ________

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

                               JPMORGAN CHASE BANK
               (Exact name of trustee as specified in its charter)


New York                                                              13-4994650
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)


270 Park Avenue
New York, New York                                                         10017
(Address of principal executive offices)                              (Zip Code)


                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)

                  --------------------------------------------
                       Virginia Electric and Power Company
               (Exact name of obligor as specified in its charter)


Virginia                                                               54-418825
(State or other jurisdiction of                                 (I.R.S. employer
incorporation or organization)                               identification No.)


One James River Plaza
701 East Cary Street
Richmond, Virginia                                                         23219
(Address of principal executive offices)                              (Zip Code)

   -------------------------------------------------------------------------
                            Junior Subordinated Notes
                       (Title of the indenture securities)

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




                                     GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

         (a)  Name and address of each examining or supervising authority to
which it is subject.

              New York State Banking Department, State House, Albany, New York
              12110.

              Board of Governors of the Federal Reserve System, Washington,
              D.C., 20551

              Federal Reserve Bank of New York, District No. 2, 33 Liberty
              Street, New York, N.Y.

              Federal Deposit Insurance Corporation, Washington, D.C., 20429.


         (b)  Whether it is authorized to exercise corporate trust powers.

              Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

         If the obligor or any Guarantor is an affiliate of the trustee,
describe each such affiliation.

         None.

                                       -2-





Item 16.   List of Exhibits

           List below all exhibits filed as a part of this Statement of
Eligibility.

           1. A copy of the Restated Organization Certificate of the Trustee
dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001
(see Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

           2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001 in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

           3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

           4. A copy of the existing By-Laws of the Trustee (see Exhibit
4 to Form T-1 filed in connection with Registration Statement No. 333-76894,
which is incorporated by reference.)

           5. Not applicable.

           6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

           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.

           8. Not applicable.

           9. Not applicable.


                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 23rd day of July, 2002.


                                            JPMORGAN CHASE BANK

                                              By  /s/Natalia Rodriguez
                                                 -------------------------------
                                                     Natalia Rodriguez
                                                     Assistant Vice President


                                      -3-






                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                               JPMorgan Chase Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business March 31, 2002, in
         accordance with a call made by the Federal Reserve Bank of this
         District pursuant to the provisions of the Federal Reserve Act.



                                                                  Dollar Amounts
                     ASSETS                                         in Millions

Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin......................................          $ 22,028
     Interest-bearing balances..............................             9,189
Securities:
Held to maturity securities.................................               428
Available for sale securities...............................            56,159
Federal funds sold and securities purchased under
     agreements to resell...................................
     Federal funds sold in domestic offices.................             1,901
     Securities purchased under agreements to resell........            69,260
Loans and lease financing receivables:
     Loans and leases held for sale.........................            13,042
     Loans and leases, net of unearned income...............          $165,950
     Less: Allowance for loan and lease losses..............             3,284
     Loans and leases, net of unearned income and
     allowance..............................................           162,666
Trading Assets..............................................           152,633
Premises and fixed assets (including capitalized leases)....             5,737
Other real estate owned.....................................                43
Investments in unconsolidated subsidiaries and
     associated companies...................................               366
Customers' liability to this bank on acceptances
     outstanding............................................               306
Intangible assets
        Goodwill............................................             1,908
        Other Intangible assets.............................             7,218
Other assets................................................            38,458
TOTAL ASSETS................................................          $541,342
                                                                      ========


                                       -4-




                                   LIABILITIES

Deposits

     In domestic offices....................................          $151,985
     Noninterest-bearing....................................          $ 66,567
     Interest-bearing.......................................            85,418
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's.................................           119,955
     Noninterest-bearing....................................          $  6,741
     Interest-bearing.......................................           113,214

Federal funds purchased and securities sold under agree-
ments to repurchase:
     Federal funds purchased in domestic offices                        12,983
     Securities sold under agreements to repurchase                     82,618
Trading liabilities.........................................            94,099
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases)..............            10,234
Bank's liability on acceptances executed and outstanding....               311
Subordinated notes and debentures...........................             9,679
Other liabilities...........................................            25,609
TOTAL LIABILITIES...........................................           507,473
Minority Interest in consolidated subsidiaries..............               109

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus...............                 0
Common stock................................................             1,785
Surplus  (exclude all surplus related to preferred stock)...            16,304
Retained earnings...........................................            16,548
Accumulated other comprehensive income......................              (877)
Other equity capital components.............................                 0
TOTAL EQUITY CAPITAL........................................            33,760
                                                                      --------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL              $541,342
                                                                      ========

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.


                               JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.


                                                   WILLIAM B. HARRISON, JR. )
                                                   ELLEN V. FUTTER          )
                                                   LAWRENCE A. BOSSIDY      )



                                       -5-

EX-25.3

                                                                    Exhibit 25.3


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

                       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) ________

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

                               JPMORGAN CHASE BANK
               (Exact name of trustee as specified in its charter)

New York                                                              13-4994650
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)

270 Park Avenue
New York, New York                                                         10017
(Address of principal executive offices)                              (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)

                  --------------------------------------------
                       Virginia Electric and Power Company
               (Exact name of obligor as specified in its charter)

Delaware                                                              03-0461508
(State or other jurisdiction of                                 (I.R.S. employer
incorporation or organization)                               identification No.)


One James River Plaza
701 East Cary Street
Richmond, Virginia                                                         23219
(Address of principal executive offices)                              (Zip Code)

      -------------------------------------------------------------------
                         Preferred Securities Guarantee
                        (Virginia Power Capital Trust II)
                       (Title of the indenture securities)




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


                                     GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

         (a)  Name and address of each examining or supervising authority to
which it is subject.

              New York State Banking Department, State House, Albany, New York
              12110.

              Board of Governors of the Federal Reserve System, Washington,
              D.C., 20551

              Federal Reserve Bank of New York, District No. 2, 33 Liberty
              Street, New York, N.Y.

              Federal Deposit Insurance Corporation, Washington, D.C., 20429.


         (b)  Whether it is authorized to exercise corporate trust powers.

              Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

         If the obligor or any Guarantor is an affiliate of the trustee,
describe each such affiliation.

         None.



                                    - 2 -




Item 16.   List of Exhibits

           List below all exhibits filed as a part of this Statement of
Eligibility.

           1. A copy of the Restated Organization Certificate of the Trustee
dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001
(see Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

           2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001 in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

           3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

           4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76894, which is
incorporated by reference.)

           5. Not applicable.

           6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

           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.

           8. Not applicable.

           9. Not applicable.

                                   SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 23rd day of July, 2002.

                                        JPMORGAN CHASE BANK

                                          By  /s/Natalia Rodriguez
                                             -----------------------------------
                                                 Natalia Rodriguez
                                                 Assistant Vice President

                                     - 3 -






                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                               JPMorgan Chase Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business March 31, 2002, in
         accordance with a call made by the Federal Reserve Bank of this
         District pursuant to the provisions of the Federal Reserve Act.



                                                                  Dollar Amounts
                     ASSETS                                         in Millions

Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin......................................          $ 22,028
     Interest-bearing balances..............................             9,189
Securities:
Held to maturity securities.................................               428
Available for sale securities...............................            56,159
Federal funds sold and securities purchased under
     agreements to resell...................................
     Federal funds sold in domestic offices.................             1,901
     Securities purchased under agreements to resell........            69,260
Loans and lease financing receivables:
     Loans and leases held for sale.........................            13,042
     Loans and leases, net of unearned income...............          $165,950
     Less: Allowance for loan and lease losses..............             3,284
     Loans and leases, net of unearned income and
     allowance..............................................           162,666
Trading Assets..............................................           152,633
Premises and fixed assets (including capitalized leases)....             5,737
Other real estate owned.....................................                43
Investments in unconsolidated subsidiaries and
     associated companies...................................               366
Customers' liability to this bank on acceptances
     outstanding............................................               306
Intangible assets
        Goodwill............................................             1,908
        Other Intangible assets.............................             7,218
Other assets................................................            38,458
TOTAL ASSETS................................................          $541,342
                                                                      ========


                                       -4-




                                   LIABILITIES

Deposits

     In domestic offices....................................          $151,985
     Noninterest-bearing....................................          $ 66,567
     Interest-bearing.......................................            85,418
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's.................................           119,955
     Noninterest-bearing....................................          $  6,741
     Interest-bearing.......................................           113,214

Federal funds purchased and securities sold under agree-
ments to repurchase:
     Federal funds purchased in domestic offices                        12,983
     Securities sold under agreements to repurchase                     82,618
Trading liabilities.........................................            94,099
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases)..............            10,234
Bank's liability on acceptances executed and outstanding....               311
Subordinated notes and debentures...........................             9,679
Other liabilities...........................................            25,609
TOTAL LIABILITIES...........................................           507,473
Minority Interest in consolidated subsidiaries..............               109

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus...............                 0
Common stock................................................             1,785
Surplus  (exclude all surplus related to preferred stock)...            16,304
Retained earnings...........................................            16,548
Accumulated other comprehensive income......................              (877)
Other equity capital components.............................                 0
TOTAL EQUITY CAPITAL........................................            33,760
                                                                      --------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL              $541,342
                                                                      ========

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.


                               JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.


                                                   WILLIAM B. HARRISON, JR. )
                                                   ELLEN V. FUTTER          )
                                                   LAWRENCE A. BOSSIDY      )



                                       -5-

EX-25.4

                                                                    Exhibit 25.4

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

                       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) ________

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

                               JPMORGAN CHASE BANK
               (Exact name of trustee as specified in its charter)

New York                                                              13-4994650
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)

270 Park Avenue
New York, New York                                                         10017
(Address of principal executive offices)                              (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)

                  --------------------------------------------
                         Virginia Power Capital Trust II
               (Exact name of obligor as specified in its charter)

Delaware                                                              03-0461508
(State or other jurisdiction of                                 (I.R.S. employer
incorporation or organization)                               identification No.)


One James River Plaza
701 East Cary Street
Richmond, Virginia                                                         23219
(Address of principal executive offices)                              (Zip Code)

            --------------------------------------------------------
                              Preferred Securities
                       (Title of the indenture securities)

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



                                     GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

         (a)  Name and address of each examining or supervising authority to
which it is subject.

              New York State Banking Department, State House, Albany, New York
              12110.

              Board of Governors of the Federal Reserve System, Washington,
              D.C., 20551

              Federal Reserve Bank of New York, District No. 2, 33 Liberty
              Street, New York, N.Y.

              Federal Deposit Insurance Corporation, Washington, D.C., 20429.


         (b)  Whether it is authorized to exercise corporate trust powers.

              Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

         If the obligor or any Guarantor is an affiliate of the trustee,
describe each such affiliation.

         None.

                                      - 2 -






Item 16.   List of Exhibits

           List below all exhibits filed as a part of this Statement of
Eligibility.

           1. A copy of the Restated Organization Certificate of the Trustee
dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001
(see Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

           2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001 in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

           3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

           4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76894, which is
incorporated by reference.)

           5. Not applicable.

           6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

           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.

           8. Not applicable.

           9. Not applicable.

                                    SIGNATURE


         Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 23rd day of July, 2002.

                                       JPMORGAN CHASE BANK

                                         By  /s/Natalia Rodriguez
                                            ------------------------------------
                                                Natalia Rodriguez
                                                Assistant Vice President
                                      - 3 -






                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                               JPMorgan Chase Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business March 31, 2002, in
         accordance with a call made by the Federal Reserve Bank of this
         District pursuant to the provisions of the Federal Reserve Act.



                                                                  Dollar Amounts
                     ASSETS                                         in Millions

Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin......................................          $ 22,028
     Interest-bearing balances..............................             9,189
Securities:
Held to maturity securities.................................               428
Available for sale securities...............................            56,159
Federal funds sold and securities purchased under
     agreements to resell...................................
     Federal funds sold in domestic offices.................             1,901
     Securities purchased under agreements to resell........            69,260
Loans and lease financing receivables:
     Loans and leases held for sale.........................            13,042
     Loans and leases, net of unearned income...............          $165,950
     Less: Allowance for loan and lease losses..............             3,284
     Loans and leases, net of unearned income and
     allowance..............................................           162,666
Trading Assets..............................................           152,633
Premises and fixed assets (including capitalized leases)....             5,737
Other real estate owned.....................................                43
Investments in unconsolidated subsidiaries and
     associated companies...................................               366
Customers' liability to this bank on acceptances
     outstanding............................................               306
Intangible assets
        Goodwill............................................             1,908
        Other Intangible assets.............................             7,218
Other assets................................................            38,458
TOTAL ASSETS................................................          $541,342
                                                                      ========


                                       -4-




                                   LIABILITIES

Deposits

     In domestic offices....................................          $151,985
     Noninterest-bearing....................................          $ 66,567
     Interest-bearing.......................................            85,418
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's.................................           119,955
     Noninterest-bearing....................................          $  6,741
     Interest-bearing.......................................           113,214

Federal funds purchased and securities sold under agree-
ments to repurchase:
     Federal funds purchased in domestic offices                        12,983
     Securities sold under agreements to repurchase                     82,618
Trading liabilities.........................................            94,099
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases)..............            10,234
Bank's liability on acceptances executed and outstanding....               311
Subordinated notes and debentures...........................             9,679
Other liabilities...........................................            25,609
TOTAL LIABILITIES...........................................           507,473
Minority Interest in consolidated subsidiaries..............               109

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus...............                 0
Common stock................................................             1,785
Surplus  (exclude all surplus related to preferred stock)...            16,304
Retained earnings...........................................            16,548
Accumulated other comprehensive income......................              (877)
Other equity capital components.............................                 0
TOTAL EQUITY CAPITAL........................................            33,760
                                                                      --------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL              $541,342
                                                                      ========

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.


                               JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.


                                                   WILLIAM B. HARRISON, JR. )
                                                   ELLEN V. FUTTER          )
                                                   LAWRENCE A. BOSSIDY      )



                                       -5-

EX-25.5

                                                                    Exhibit 25.5

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

                       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) ________

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

                               JPMORGAN CHASE BANK
               (Exact name of trustee as specified in its charter)

New York                                                              13-4994650
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)

270 Park Avenue
New York, New York                                                         10017
(Address of principal executive offices)                              (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)

                  --------------------------------------------
                       Virginia Electric and Power Company
               (Exact name of obligor as specified in its charter)

Virginia                                                               54-418825
(State or other jurisdiction of                                 (I.R.S. employer
incorporation or organization)                               identification No.)


One James River Plaza
701 East Cary Street
Richmond, Virginia                                                         23219
(Address of principal executive offices)                              (Zip Code)

         --------------------------------------------------------------
                                 Mortgage Bonds
                       (Title of the indenture securities)

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




                                     GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

         (a)  Name and address of each examining or supervising authority to
which it is subject.

              New York State Banking Department, State House, Albany, New York
              12110.

              Board of Governors of the Federal Reserve System, Washington,
              D.C., 20551

              Federal Reserve Bank of New York, District No. 2, 33 Liberty
              Street, New York, N.Y.

              Federal Deposit Insurance Corporation, Washington, D.C., 20429.


         (b)  Whether it is authorized to exercise corporate trust powers.

              Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

         If the obligor or any Guarantor is an affiliate of the trustee,
describe each such affiliation.

         None.


                                      - 2 -




Item 16.   List of Exhibits

           List below all exhibits filed as a part of this Statement of
Eligibility.

           1. A copy of the Restated Organization Certificate of the Trustee
dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001
(see Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

           2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001 in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

           3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

           4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76894, which is
incorporated by reference.)

           5. Not applicable.

           6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

           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.

           8. Not applicable.

           9. Not applicable.

                                   SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 23rd day of July, 2002.

                                        JPMORGAN CHASE BANK

                                          By /s/ Natalia Rodriguez
                                             -----------------------------------
                                                 Natalia Rodriguez
                                                 Assistant Vice President

                                     - 3 -






                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                               JPMorgan Chase Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business March 31, 2002, in
         accordance with a call made by the Federal Reserve Bank of this
         District pursuant to the provisions of the Federal Reserve Act.



                                                                  Dollar Amounts
                     ASSETS                                         in Millions

Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin......................................          $ 22,028
     Interest-bearing balances..............................             9,189
Securities:
Held to maturity securities.................................               428
Available for sale securities...............................            56,159
Federal funds sold and securities purchased under
     agreements to resell...................................
     Federal funds sold in domestic offices.................             1,901
     Securities purchased under agreements to resell........            69,260
Loans and lease financing receivables:
     Loans and leases held for sale.........................            13,042
     Loans and leases, net of unearned income...............          $165,950
     Less: Allowance for loan and lease losses..............             3,284
     Loans and leases, net of unearned income and
     allowance..............................................           162,666
Trading Assets..............................................           152,633
Premises and fixed assets (including capitalized leases)....             5,737
Other real estate owned.....................................                43
Investments in unconsolidated subsidiaries and
     associated companies...................................               366
Customers' liability to this bank on acceptances
     outstanding............................................               306
Intangible assets
        Goodwill............................................             1,908
        Other Intangible assets.............................             7,218
Other assets................................................            38,458
TOTAL ASSETS................................................          $541,342
                                                                      ========


                                       -4-




                                   LIABILITIES

Deposits

     In domestic offices....................................          $151,985
     Noninterest-bearing....................................          $ 66,567
     Interest-bearing.......................................            85,418
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's.................................           119,955
     Noninterest-bearing....................................          $  6,741
     Interest-bearing.......................................           113,214

Federal funds purchased and securities sold under agree-
ments to repurchase:
     Federal funds purchased in domestic offices                        12,983
     Securities sold under agreements to repurchase                     82,618
Trading liabilities.........................................            94,099
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases)..............            10,234
Bank's liability on acceptances executed and outstanding....               311
Subordinated notes and debentures...........................             9,679
Other liabilities...........................................            25,609
TOTAL LIABILITIES...........................................           507,473
Minority Interest in consolidated subsidiaries..............               109

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus...............                 0
Common stock................................................             1,785
Surplus  (exclude all surplus related to preferred stock)...            16,304
Retained earnings...........................................            16,548
Accumulated other comprehensive income......................              (877)
Other equity capital components.............................                 0
TOTAL EQUITY CAPITAL........................................            33,760
                                                                      --------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL              $541,342
                                                                      ========

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.


                               JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.


                                                   WILLIAM B. HARRISON, JR. )
                                                   ELLEN V. FUTTER          )
                                                   LAWRENCE A. BOSSIDY      )



                                       -5-