savings plans (401K), business travel accident insurance, exercise club privileges and other benefitplans that may from time to time be approved or in effect for senior executives of Employer. Such participation shall be subject to (i) the terms of the applicable plan documents, (ii) generally applicable policies of Employer and (iii) thediscretion of the Boards of Directors of Employer or the administrative or other committee provided for in or contemplated by such plan. Such benefits shall be subject to review, alteration and/or cancellation in the discretion of the Board ofDirectors of Employer, in accordance with the usual practice of Employer with respect to review of benefits for its officers.      (c)        Bonus Availability.    Executive may be eligible for an annual bonus based on the criteria established by the Board which shall bedetermined on an annual basis. Such bonus shall be at the discretion of the Board of Directors.      (d)        Business Expenses.    Employer shall reimburse Executive for all reasonable travel and other business expenses incurred by him inthe performance of his duties and responsibilities, subject to such reasonable requirements with respect to substantiation and documentation as may be specified by Employer.      (e)         Vacation and Sick Leave.    Executive shall be entitled to five (5)weeks of vacation during each calendar year commencing January 1, 2003. Executive’s sick leave accrual shall follow the standard sick leave policy**.**     (f)        ****Automobile.    Employer shall provide Executive, for his personal use, a new, American-madesedan at a cost not to exceed $30,000. Replacement of the vehicle during the Term of the Agreement shall be at the discretion of the Board of Directors of Employer. “Personal use” excludes all non-business use by individuals other thanExecutive except in the case of an emergency. Such personal use of the vehicle shall be permitted in and around the greater Richmond area. Executive shall be responsible for paying the tax on income attributable to the provision of such vehicle. 5.         Extent of Service.    During hisemployment hereunder, Executive shall, subject to the discretion and supervision of the Boards of Directors of Employer, devote his full business time, best efforts and business judgment, skill and knowledge to the advancement of Employer’sinterest and to the discharge of his duties and responsibilities hereunder. He shall not engage in any other business activity, except as may be approved by the Boards of Directors of Employer. “Business activity” shall not includeExecutive’s investment or ownership in publicly held corporations or entities whose securities are tracked on recognized national or regional stock exchanges; provided such investment or ownership is at all times during the term of thisagreement less than 5% of the outstanding shares of said corporation or entity.  6.        Termination and Termination Benefits.              Notwithstanding the provisions of Section 3, Executive’s employment hereunder shall terminate under the following circumstances and shall be subject to thefollowing provisions: 2 
     (a)        Death.    In the event of Executive’s death during Executive’s employment hereunder, Executive’s employment shallterminate on the date of his death without further liability on the part of the Employer under this Agreement.      (b)        Termination by Employer for Cause.    Executive’s employment hereunder may be terminated without further liability on the partof Employer effective immediately by a majority vote of the Boards of Directors of Employer for Cause by written notice to Executive setting forth in reasonable detail the nature of such Cause. Only the following shall constitute “Cause”for such termination:          (i)    grossincompetence, insubordination, gross negligence, willful misconduct in office or breach of a material fiduciary duty, which includes a breach of confidentiality as defined in Section 8(b), owed to Employer or any subsidiary or affiliate thereof;         (ii)    conviction of a felony, a crime ofmoral turpitude or commission of an act of embezzlement or fraud against Employer or any subsidiary or affiliate thereof;          (iii)    Executive’s material failure to perform a substantial portion of his duties and responsibilities hereunder; but only after Employer provides Executivewritten notice of such failure and gives him thirty (30) days to remedy the situation.          (iv)    deliberate dishonesty of Executive with respect to Employer or any subsidiary or affiliate thereof.      (c)         Termination by Executive.    Executive may terminate hisemployment hereunder with or without Good Reason (as defined below) by written notice to the Boards of Directors of Employer effective 30 days after receipt of such notice by the Boards of Directors. In the event that Executive terminates hisemployment hereunder for Good Reason, Executive shall be entitled to the salary specified in Section 6(e). Executive shall not be required to render any further services to Employer. Upon termination of employment by Executive without Good Reason,Executive shall be entitled to no further compensation under this Agreement. “Good Reason” shall be the failure by Employer to comply with the provisions of Section 4(a) or material breach by Employer of any other provision of thisAgreement, which failure or breach shall continue for more than 30 days after the date on which the Boards of Directors of Employer receives such notice.      (d)        Termination by Employer Without Cause.    Executive’s employment with Employer may beterminated without Cause by a majority of each of the Boards of Directors of Employer, effective immediately upon delivery of written notice of such termination to Executive.      (e)         Certain Termination Payments.    In the event of termination ofExecutive’s employment hereunder by Employer without Cause or by Executive with Good Reason, Executive shall be entitled to the following:          (i)    For and during the one-year period immediately following the date of termination, Employer shall continue to pay Executive asalary at the rate in effect on the date 3 
 of termination. Payment of such salary shall be made on the same periodic date as salary payments wouldhave been made to Executive had he not been terminated. Employer shall also provide medical insurance to Executive for this one year period on the same basis as if Executive were still employed, except that Employer’s obligation to provide suchmedical insurance shall cease if Executive becomes eligible for such coverage by virtue of his employment with another company or entity.              (ii)    In the event that Executive becomes employed in any capacity during the one-year period immediately following the date oftermination, Employer’s obligation to pay Executive’s salary pursuant to Section 6(e)(i) hereof shall be reduced by the amount of Executive’s compensation at his new employer.          (f)        Expiration Payments.    In the event theExecutive’s employment is not continued with Employer beyond the Expiration Date on mutually agreeable terms and conditions, the Employer shall continue to pay Executive a salary at the rate in effect at the Expiration Date for a period of sixmonths on the same periodic dates as salary payments would have been made to Executive had his employment continued. The provisions set forth in Section 6(e)(ii) also apply to the six-month post-expiration period.          (g)        Litigation and RegulatoryCooperation.    Executive shall cooperate fully with Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of Employer that relate toevents or occurrences that transpired while Executive was employed by Employer. Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare fordiscovery or trial and to act as a witness on behalf of Employer at mutually convenient times. Executive shall also cooperate fully with Employer in connection with any examination or review of any federal or state regulatory authority as any suchexamination or review relates to events or occurrences that transpired when Executive was employed by Employer. If such cooperation is required after Executive ceases to be employed by Employer, Employer shall pay Executive for such cooperation atfee of seventy-five dollars ($75) per hour, payable monthly in arrears, and will reimburse Executive for any reasonable out-of-pocket expenses incurred in connection therewith.  7.        Disability.    If, due to physical or mental illness, Executive shall be disabled so as to beunable to perform substantially all of his duties and responsibilities hereunder, which disability lasts for more than an uninterrupted period of at least 180 days or a total of at least 240 days in any calendar year (as determined by the opinion ofan independent physician selected by the Boards of Directors of the Company), Employer, acting through its Boards of Directors, may designate another executive to act in his place without further liability under this Agreement except for thosecontinuing obligations imposed upon Employer pursuant to its long-term disability plan.  8.        Noncompetition and Confidential Information.      (a)    Noncompetition.    During a period of one year following the date of termination of Executive’s employment with Employer occasioned by a failure toextend employment beyond the Expiration Date or termination by Employer for Cause pursuant to 4 
 Section 6(b) hereof, or by Executive in the event that such termination is not for Good Reason,Executive will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, or through any Person (as defined in Section 10), compete in Delaware, Maryland or Virginia or any other statecontiguous to Virginia, Maryland, or Delaware during the period in which this covenant of Noncompetition is in effect, with Employer’s business of marketing and provision of electricity and electrical services or any other business conducted byEmployer during the period of Executive’s employment hereunder, nor will he attempt to hire any employee of Employer, assist in such hiring by any other Person, or solicit or encourage any customer of Employer to terminate its relationship withEmployer or to conduct with any other Person any business or activity that such customer conducts or could conduct with Employer.      (b)        Confidential Information.    Executive agrees and acknowledges that, by reason of his employment by and service to Employer, hewill have access to confidential information of Employer (and its affiliates, vendors, customers, and others having business dealings with it) including, without limitation, information and knowledge pertaining to products, sales and profit figures,customer and client lists and information related to relationships between Employer and its affiliates, customers, vendors, and others having business dealings with it (collectively, the “Confidential Information”). Executive acknowledgesthat the Confidential Information is a valuable and unique asset of Employer (and its affiliates, vendors, customers, and others having business dealings with it) and covenants that, both during and after the term of his employment by Employer, hewill not disclose any Confidential Information to any person or use any Confidential Information (except as his duties as an employee of Employer may require) without the prior written authorization of the Boards of Directors of Employer. Executivefurther agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, program listings or other written, photographic, or other tangible materials containing Confidential Information, whether created by Executive or others,that shall come into his custody or possession, shall be delivered to Employer, upon the earlier of (i) a request by employer or (ii) termination of Executive’s employment. After such delivery, Executive shall not retain any such records orcopies thereof or any such tangible property. The obligation of confidentiality imposed by this Section shall not apply to information that is required by law, regulation or judicial or governmental authorities to be disclosed or that otherwisebecomes part of the public domain by means other than Executive’s non-observance of his obligations hereunder.      (c)        Rights and Remedies Upon Breach.    If Executive breaches, or threatens to commit a breach of, any of provisions of Section 8hereof (collectively, the “Restrictive Covenants”), Employer shall have the following rights and remedies, each of which shall be independent of the other and severally enforceable, and all of which shall be in addition to, and not in lieuof, any other rights and remedies available to Employer under law or in equity:          (i)    Specific Performance.    Executive recognizes and agrees that the violation of the Restrictive Covenants may not be reasonably oradequately compensated in damages and that, in addition to any other relief to which Employer may be entitled by reason of such violation, it shall also be entitled to injunctive and equitable relief and, pending determination of any dispute withrespect to such violation, no bond or security shall be required in connection herewith. If any dispute arises with respect to this Section 8, without limiting in 5 
 any way any other rights or remedies to which Employer may be entitled, Executive agrees that theRestrictive Covenants shall be enforceable by a decree of specific performance.          (ii)    Accounting.    Employer shall have the right and remedy to require Executive to account for any pay over to Employer allcompensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by Executive as a result of any transactions constituting a breach of any of the Restrictive Covenants, and Executiveshall account for and pay overall such Benefits to the Company.      (d)    Severability of Covenants.    If any of the Restrictive Covenants, or any part thereof, or any of the other provisions of this Section 8 is held by a courtof competent jurisdiction or any other governmental authority to be invalid, void, unenforceable or against public policy for any reason, the remainder of the Restrictive Covenants or such other provisions shall remain in full force and effect andshall in no way be affected, impaired or invalidated, and such court or authority shall be empowered to substitute, to the extent enforceable, provisions similar thereto or other provisions so as to provide to Employer, to the fullest extentpermitted by applicable law, the benefits intended by such provisions.      (e)    Definition and Survival.    For purposes of this Section 8 only, the term “Employer” shall mean Old Dominion and the Association, and anysubsidiary and affiliate of the Old Dominion and the Association. All provisions of this Section 8 shall survive termination of this Agreement.  9.        Conflicting Agreements.    Executive hereby represents and warrants that the execution of this Agreement and the performanceof his obligations hereunder will not breach or be in conflict with any other agreement to which he is a party or by which he is bound, and that he is not subject to any covenants against competition or similar covenants that would affect theperformance of his obligations hereunder.  10.        Definition of“Person”.    For all purposes of this Agreement, the term “Person” shall mean an individual, a corporation, an association, a partnership, an estate, a trust and any other entity or organization. 11.        Withholding.    All payments madeby Employer under this Agreement shall be net of any tax or other amounts required to be withheld by Employer under applicable law.  12.        Assignment; Successors and Assigns, etc.    Neither Employer nor Executive may make any assignment of this Agreement or any interest herein, byoperation of law or otherwise, without the prior written consent of the other party; provided, however, that Employer may assign its rights under this Agreement without the consent of Executive in the event that Employer shall hereafter effect areorganization, consolidate with or merge into any other Person, or transfer all or substantially all of its properties or assets to any other Person. This Agreement shall inure to the benefit of and be binding upon Employer and Executive, theirrespective successors, executors, administrators, heirs and permitted assigns. In the event of Executive’s death prior to the completion by Employer of all payments due him under this 6 
 Agreement, Employer shall continue such payments to Executive’s beneficiary designated in writingto Employer prior to his death (or to his estate, if he fails to make such designation).  13.      Enforceability.    If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, thenthe remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of thisAgreement shall be valid and enforceable to the fullest extent permitted by law.  14.      Waiver.    No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any part to require theperformance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. 15.      Notices.    Any notices, requests, demands andother communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid (in which case notice shall be deemed to have been given on the third day aftermailing), or by overnight delivery by a reliable overnight courier service (in which case notice shall be deemed to have been given on the day after delivery to such courier service) to Executive at the last address Executive has filed in writingwith Employer or, in the case of Employer, at the main offices of the Old Dominion or the Association, to the attention of the Board of Directors.  16.      Amendment.    This Agreement may be amended or modified only by a written instrument signed by Executive and by a duly authorizedrepresentative of Employer.  17.      GoverningLaw.    This is a Virginia contract and shall be construed under and be governed in all respects by the laws of the Commonwealth of Virginia, without regard to its conflict of laws provisions.  18.       Entire Agreement.    This Agreement constitutes the entireunderstanding among the parties, superseding any previous understandings, oral or written, pertaining to the subject matter contained herein. No party has relied or will rely upon any oral or other written representation or oral or writteninformation made or given to such party by any other party, representative of such party or anyone acting on its behalf.  [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 7 
 IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument byEmployer, by its duly authorized officers, and by Executive, as of the date first above written.  OLD DOMINION ELECTRIC COOPERATIVE  By:    /s/VERNON N. BRINKLEY        Vernon N. BrinkleyChairman of the Board  Date:    11/12/02                     VIRGINIA, MARYLAND AND DELAWARE ASSOCIATION OF ELECTRIC COOPERATIVES  By:    /s/GLENN F. CHAPPELL        Glenn F. ChappellChairman of the Board  Date:    11/12/02                            /s/    JACKSON E. REASOR, JR.                Jackson E. Reasor, Jr.  Date:    November 12,2002                        Address:   8220 Kingsdown Ct.                                   Richmond, VA 23229              8