<PAGE>
                                                                    Exhibit 4.14

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

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

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

                       OLD DOMINION ELECTRIC COOPERATIVE,

                                     GRANTOR

                                       TO

                                  SUNTRUST BANK
                     (Successor by Merger to Crestar Bank),

                                     TRUSTEE

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

                        THIRTEENTH SUPPLEMENTAL INDENTURE
                          Dated as of November 1, 2002

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

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

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

                  A Mortgage of Both Real and Personal Property

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

<PAGE>

                        THIRTEENTH SUPPLEMENTAL INDENTURE

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

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

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

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

<PAGE>

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

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

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

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

<PAGE>

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

<PAGE>

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

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

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

                                   ARTICLE I

                   TERMS AND ISSUE OF THE 2002 SERIES A BONDS

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

         June 1, 2014 and thereafter                                       100%

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

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

<PAGE>

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

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

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

                                   ARTICLE II
                                  MISCELLANEOUS

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

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

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

<PAGE>

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

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

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

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

                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]

<PAGE>

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

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

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

<PAGE>

                                 ACKNOWLEDGMENT

         COMMONWEALTH OF VIRGINIA   )
                                    )
         COUNTY OF HENRICO          )


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

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

         My Commission expires: 9/30/06


                                 ACKNOWLEDGMENT

         COMMONWEALTH OF VIRGINIA   )
                                    )
         CITY OF RICHMOND           )


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

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

         My Commission expires: January 31, 2006

<PAGE>

                                                                       EXHIBIT A

                           FORM OF 2002 SERIES A BONDS

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

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

         No.                                                        $ __________

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

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

<PAGE>

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

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

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

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

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

         Dated:  _______________

         Attest:                            OLD DOMINION ELECTRIC COOPERATIVE

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

         Title: _________________

                                [Reverse of Bond]


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

<PAGE>

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

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

<PAGE>

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

<PAGE>

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

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

         June 1, 2014 and thereafter                                       100%

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

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

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

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

<PAGE>

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

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

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

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

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

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

<PAGE>

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

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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

                                                SUNTRUST BANK, as Trustee


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

<PAGE>

                                   ASSIGNMENT

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

                                                INDUSTRIAL DEVELOPMENT
                                                AUTHORITY OF HALIFAX COUNTY,
                                                VIRGINIA


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