<PAGE>

                                    BYLAWS

                                      OF

                       OLD DOMINION ELECTRIC COOPERATIVE

                             AMENDED AND RESTATED

                            AS OF NOVEMBER 9, 1999
<PAGE>

ARTICLE  1   MEMBERSHIP
             1.01  Requirements for Membership
             1.02  Limitation of Membership
             1.03  Membership Certificates
             1.04  Classes of Membership
             1.05  Termination of Membership
             1.06  Membership Fees and Dues

ARTICLE  2   RIGHTS AND LIABILITIES OF MEMBERS
             2.01  Property Interest of Members

ARTICLE  3   MEETINGS OF MEMBERS
             3.01  Annual Meeting
             3.02  Special Meetings
             3.03  Notice of Members' Meeting
             3.04  Quorum
             3.05  Member Delegates
             3.06  Voting
             3.07  Proxies

ARTICLE  4   DIRECTORS
             4.01  General Powers
             4.02  Qualification and Tenure
             4.03  Removal of Directors
             4.04  Vacancies
             4.05  Compensation
             4.06  Rules and Regulations

ARTICLE  5   MEETINGS OF DIRECTORS
             5.01  Annual Meeting of the Directors
             5.02  Special Meetings
             5.03  Notice
             5.04  Quorum
             5.05  Voting
             5.06  Presence of Others
             5.07  Participation by Telephone at Board Meetings

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ARTICLE  6   COMMITTEES
             6.01  Executive Committee
             6.02  Nominating Committee
             6.03  Additional Committees
             6.04  Participation by Telephone at Committee Meetings

ARTICLE  7   OFFICERS
             7.01  Number and Positions
             7.02  Election and Term of Office
             7.03  Removal of Officers by Directors
             7.04  Vacancies
             7.05  Chairman of the Board
             7.06  Vice Chairman
             7.07  Secretary/Treasurer
             7.08  President
             7.09  Duties of Vice Presidents
             7.10  Duties of Other Officers
             7.11  Bonds of Officers
             7.12  Reports

ARTICLE  8   NON-PROFIT OPERATION
             8.01  Non-Profit Policy
             8.02  Patronage
             8.03  Retirement of Capital
             8.04  Assignability of Capital
             8.05  Classification of Business
             8.06  Contractual Character of Operation

ARTICLE  9   DISPOSITION OF PROPERTY
             9.01  Manner of Disposition

ARTICLE 10   INDEMNIFICATION
             10.01 Directors and Officers

ARTICLE 11   FISCAL POLICY
             11.01 Contracts
             11.02 Checks, Drafts, etc.
             11.03 Deposits
             11.04 Fiscal Year
             11.05 Accounting System and Reports
             11.06 Contracts in Which Directors Have Interest
             11.07 Employment of Related Persons

ARTICLE 12   MEMBERSHIP IN OTHER ORGANIZATIONS
             12.01 Requirements

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ARTICLE 13   WAIVER OF NOTICE
             13.01 Written or by Attendance

ARTICLE 14   THE CORPORATE SEAL
             14.01 Design and Inscription

ARTICLE 15   RULES OF ORDER
             15.01 Parliamentary Procedure

ARTICLE 16   AMENDMENT OF BYLAWS
             16.01 Method of Amendment

                                      iii
<PAGE>

                                    BYLAWS
                                      OF
                       OLD DOMINION ELECTRIC COOPERATIVE
                            AS AMENDED AND RESTATED


                                   ARTICLE 1

                                  MEMBERSHIP

Section 1.01  Requirements for Membership
-----------------------------------------

     Any applicant seeking membership in Old Dominion Electric Cooperative
(hereinafter called "Old Dominion") may become a Member by:

     A.   Executing a written application for membership;

     B.   Agreeing to purchase energy or such other products or services as
permitted by law from or through Old Dominion as specified by the Articles of
Incorporation, these Bylaws, and the Board of Directors;

     C.   Agreeing to comply with and be bound by the Articles of Incorporation,
these Bylaws and any amendments, and any rules and regulations adopted by the
Board of Directors;

     D.   Paying any membership fee and such other assessments and charges as
approved by the Board of Directors; and

     E.   Being accepted for membership by a vote of at least two-thirds (2/3)
of the members of the Board of Directors of Old Dominion entitled to vote.

     The Secretary shall give each applicant at least ten (10) days written
notice of the date of the meeting of the Board of Directors to which its
application will be submitted and the applicant shall be entitled to be present
and heard at the meeting.

Section 1.02  Limitation of Membership
--------------------------------------

     No member may hold more than one membership in Old Dominion, and no
membership in Old Dominion shall be transferable; except that, in case of a
merger or consolidation, membership may be vested in the successor corporation
provided the successor corporation shall be eligible for membership, shall agree
to purchase from Old Dominion energy or such other products or services under
the terms and conditions of the contracts then in effect between Old Dominion
and its Members, and shall agree to comply with and be bound by the Articles of
Incorporation of Old Dominion, these Bylaws

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<PAGE>

and any amendments, and such rules, regulations, and assessments as may be
adopted by the Board of Directors.

Section 1.03  Membership Certificates
-------------------------------------

     Membership in Old Dominion shall be evidenced by a membership certificate
in the form and with such provisions as shall be determined by the Board of
Directors. The certificate shall be signed by the Chairman of the Board and by
the Secretary with the corporate seal affixed. In case a certificate is lost,
destroyed or mutilated, a new certificate may be issued upon such terms and
conditions as the Board of Directors may prescribe.

Section 1.04  Classes of Membership
-----------------------------------

     Members of Old Dominion shall be divided into three (3) classes, designated
as Class A, Class B, and Class C, respectively.

     Class A shall consist of electric distribution cooperatives or their
successors, the power requirements of which are or will be served at wholesale
by Old Dominion through generation assets owned by Old Dominion or power
purchase arrangements made by Old Dominion. Class A members shall purchase from
or through Old Dominion all electric energy used by the Class A member to
operate its system, subject to the Old Dominion Electric Cooperative Amended and
Restated Wholesale Power Contract dated 1992 between the Class A member and Old
Dominion, and may purchase such other products or services from Old Dominion as
Old Dominion is permitted by law to offer for sale.

     Class B shall consist of other wholesale customers admitted to membership
that purchase electric capacity or energy, or both, at wholesale from or through
Old Dominion pursuant to a full or partial requirements contract between the
Class B member and Old Dominion, which will be served though generation assets
owned by Old Dominion or power purchase arrangements made by Old Dominion. Class
B Members also may purchase such other products or services from Old Dominion as
Old Dominion is permitted by law to offer for sale.

     Class C shall consist of any other customers admitted to membership that
purchase energy, or any other products or services Old Dominion is permitted by
law to offer for sale, from or through Old Dominion pursuant to any other
contract, arrangement or agreement.

     Each Member shall pay for all energy or other products or services used by
it at such time and at such rates or prices as shall be approved by the Board of
Directors.  It is expressly understood that amounts paid for energy or other
products or services in excess of the cost of service are furnished by

                                       2
<PAGE>

Member as capital and each Member shall be credited with capital so furnished,
as provided by these Bylaws.

     Sales made through a power exchange or other state or regional wholesale
market system by Old Dominion to any Member of any of the above-listed classes
of membership shall not alter the character of the payments accruing to Old
Dominion for such sales or affect a Member's membership status.

Section 1.05  Termination of Membership
---------------------------------------

     If a Member (1) withdraws from membership, (2) is expelled from membership,
or (3) contract with Old Dominion terminates according to the terms of that
contract, its membership in Old Dominion shall automatically terminate.

     The withdrawal or expulsion of a Member shall be effected as follows:

     A.   A Member may withdraw from membership upon compliance with such terms
and conditions as the Board of Directors may prescribe, provided, however, no
Member shall be permitted to withdraw until its withdrawal has been approved by
an affirmative vote of not less than two thirds (2/3) of all the Directors and
it has met all its contractual obligations, debts and liabilities to Old
Dominion. Written notice of withdrawal shall be delivered to any officer of Old
Dominion or to the Board of Directors at least ninety (90) days prior to the
date upon which the withdrawal is proposed to become effective.

     B.   The Board of Directors may, by the affirmative vote of not less than
two-thirds (2/3) of all the Directors, recommend the expulsion of any Member who
fails to comply with any of the provisions of the Articles of Incorporation,
Bylaws or rules and regulations adopted by the Board of Directors, but only if
that Member shall have been given written notice by the Secretary of Old
Dominion that such failure makes it liable to expulsion from membership and the
failure shall have continued for at least ten (10) days after such notice was
given. Within thirty (30) days after the Board shall have recommended expulsion
of a Member, a meeting of the Members shall be held at which such Member shall
be given an opportunity to present its case, by counsel or otherwise, and the
Board shall have the same opportunity, after which a vote shall be taken on the
expulsion of such Member. An affirmative vote by two-thirds (2/3) of the Members
present at such meeting shall be required in order to expel a Member. The
resolution of expulsion shall set forth the reasons for the expulsion.

     C.   Upon termination of a contract between a Member and Old Dominion
according to its terms, or upon the cessation of existence, withdrawal or
expulsion of a Member, the membership shall terminate, and the

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membership certificate of such Member shall be surrendered forthwith to Old
Dominion. Termination of membership in any manner shall not release a Member
from any debts, liabilities or any outstanding, continuing, or residual
contractual obligations to or through Old Dominion. Payments made to Old
Dominion for any such debts, liabilities, or outstanding, continuing or residual
contractual obligations shall be regarded as payments for services and
obligations incurred as a Member and will be classified as member income to Old
Dominion.

Section 1.06  Membership Fees and Dues
--------------------------------------

     The Board of Directors may fix fees, dues or assessments to be paid by
Members of Old Dominion as and when the same are required in the judgment of the
Board of Directors. The dues, electric rates and assessments, when fixed, shall
become obligations of the Members of Old Dominion and failure to pay the same
may be an occasion for termination of membership of the delinquent Member.

                                   ARTICLE 2

                       RIGHTS AND LIABILITIES OF MEMBERS

Section 2.01  Property Interest of Members
------------------------------------------

     Members shall have no individual or separate interest in the property or
assets of Old Dominion except, upon dissolution, after (1) all debts and
liabilities of Old Dominion shall have been paid, and (2) all capital furnished
through patronage shall have been returned. Any remaining property and assets of
Old Dominion shall be distributed among the Members and former Members in the
proportion which the aggregate contributed patronage capital of each bears to
the total contributed patronage capital of all Members and former Members.

                                   ARTICLE 3

                              MEETINGS OF MEMBERS

Section 3.01  Annual Meeting
----------------------------

     The annual meeting of the Members shall be held at the date, time, and
place designated in the notice of the annual meeting, for the purposes of
electing Directors, passing upon reports covering the previous fiscal year, and
transacting any other business as may come before the meeting. Failure to hold
the annual meeting at the designated time shall not work a forfeiture or
dissolution of Old Dominion.

                                       4
<PAGE>

Section 3.02  Special Meetings
------------------------------

     Special meetings of the Members may be called by resolution of the Board of
Directors or upon a written request signed by six (6) or more Directors, the
Chairman of the Board, or three (3) or more Members. It shall be the duty of the
Secretary to cause notice of the meeting to be given as these Bylaws provide.
Special meetings of the Members may be held at any place designated by the Board
of Directors or by the Chairman of the Board.

Section 3.03  Notice of Members' Meeting
----------------------------------------

     Written or printed notice to each Member stating the place, day and hour of
the meeting and, in case of a special meeting or an annual meeting at which
business requiring special notice is to be transacted, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten (10) days
nor more than forty-five (45) days before the date of the meeting either
personally or by mail by or at the direction of the Chairman of the Board, the
Secretary or the persons calling the meeting.

     If mailed, the notice shall be deemed to be delivered when deposited in the
United States mail, postage prepaid, addressed to the Member at its address as
it appears on the records of Old Dominion. The failure of any Member to receive
notice of an annual or special meeting of the Members shall not invalidate any
action which may be taken by the Members at the meeting.

Section 3.04  Quorum
--------------------

     Business may be transacted at any annual or special meeting of the Members
provided there are present, without respect to proxies, duly registered Member
delegates, selected as provided in Section 3.05 of these Bylaws, constituting at
least fifty percent (50%) of the total number of the Members of Old Dominion. If
less than fifty percent (50%) of the total Members are present, a majority of
those Members may adjourn the meeting without further notice.

Section 3.05  Member Delegates
------------------------------

     Each Member shall be represented at Member meetings of Old Dominion by one
(1) voting delegate designated by the Member's board of directors. Upon becoming
a Member, the Secretary of each Member shall certify to the Secretary of Old
Dominion the name and address of the delegate designated by it to represent it
at Member meetings of Old Dominion and the date of expiration of the term of
such delegate. The Secretary of the Member shall advise the Secretary of Old
Dominion promptly in writing of any change in its delegate. Each Member may, at
any time by resolution of its Board of Directors, terminate the appointment of
its delegate after which it shall notify Old Dominion of the action in writing.

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<PAGE>

Section 3.06  Voting
--------------------

     Each Member shall be entitled to only one (1) vote upon each matter
submitted to a vote at a meeting of the Members. If a Member has no duly
qualified delegate present at the meeting, the President of the Member may
represent and cast the vote of the Member, provided, however, before
representing and casting the vote of any such Member, the President shall have
filed with the Secretary of Old Dominion an instrument in writing executed by
another officer of the Member certifying that he or she is the President of the
Member.

     At all meetings of the Members at which a quorum is present, all questions
shall be decided by a vote of the majority of the Members represented except as
otherwise provided by these Bylaws. A Member's delegate may hold and vote only
one (1) proxy and no more for an absent Member's delegate. There shall be no
voting other than in person or by proxy.

Section 3.07  Proxies
---------------------

     At all meetings of Members, voting by proxy is authorized. Proxies must be
in writing and executed on behalf of the absent Member by its Secretary under
its corporate seal or by its Member delegate who is absent or has earlier been
duly registered at such meeting but has since absented themselves. A proxy may
be restricted to a particular matter or unlimited; if not restricted, it shall
be deemed unlimited. A proxy shall not be valid after sixty (60) days from the
date of its execution.

                                   ARTICLE 4

                                   DIRECTORS

Section 4.01  General Powers
----------------------------

     The business and affairs of Old Dominion shall be managed by the Board of
Directors. The Board of Directors shall exercise the powers of Old Dominion
except such as are by law, the Articles of Incorporation or these Bylaws
conferred upon or reserved unto the Members.

Section 4.02  Qualification and Tenure
--------------------------------------

     A.   Any person recommended to the Nominating Committee by a Member, in
good standing, shall be eligible for election to the Old Dominion Board of
Directors as a Director within the class of membership of the Member making the
recommendation.

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<PAGE>

     B.   Each Class A Member shall be entitled to seat two (2) Directors on the
Board of Old Dominion, of which at least one (1) shall be selected from that
Member's board of directors. If permitted by law, each of classes B and C shall
be entitled to seat one (1) Director per class; otherwise, Class B and C Members
shall have such representation as is required by law.  Each Director shall have
one (1) vote.

     C.   Candidates for election to the Old Dominion Board of Directors shall
be nominated by the Nominating Committee. Upon becoming a Class A Member and
each year thereafter, the Secretary of each Class A Member shall certify to the
Secretary of Old Dominion the names and addresses of the Director candidates who
have been recommended to the Nominating Committee by the Member as candidates
for election as its Directors. Any Class B or C Member may recommend to the
Nominating Committee a candidate for election as the Director to represent its
class. The initial election of a Director to represent either Class B or Class C
shall be conducted at the next annual meeting of the Members following admission
of a Member to that Class.

Section 4.03  Removal of Directors
----------------------------------

     A.   A Class A Member may remove its own Directors.

     B.   A Director may be removed for cause by a vote of two-thirds (2/3) of
the Directors of Old Dominion or of the Members of Old Dominion, provided notice
of the charges against the Director shall have been filed with the Secretary in
writing together with a petition signed by at least thirty percent (30%) of the
Directors or Members, as appropriate, requesting removal of the Director. Such
Director shall be informed in writing of the charges at least ten (10) days
prior to the meeting at which the charges are to be considered and shall have an
opportunity to be present and represented by counsel at the meeting and to
present evidence relevant to the charges; and the person or persons bringing the
charges shall have the same opportunity. The question of the removal of such
Director shall be considered and voted upon at the meeting.

Section 4.04  Vacancies
-----------------------

     A vacancy in the Board of Directors shall be filled by a new Director. For
Class A Members, the candidate shall be recommended to the Nominating Committee
by the Member whose directorate has been vacated. For Class B and C, any Class B
or C Member may recommend a candidate to the Nominating Committee. The
Nominating Committee shall nominate a candidate and the new Director shall be
elected by the Board of Directors of Old Dominion. That Director shall serve for
the unexpired term of the predecessor.

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<PAGE>

Section 4.05  Compensation
--------------------------

     The Compensation of the directors shall be set from time to time by
resolution of the Board of Directors.

Section 4.06  Rules and Regulations
-----------------------------------

     The Board of Directors shall have the power to make and adopt such rules
and regulations and fix the compensation of officers and employees as it may
deem advisable for the proper management, administration and regulation of the
business affairs of Old Dominion.

                                   ARTICLE 5

                             MEETINGS OF DIRECTORS

Section 5.01  Annual Meeting of the Directors
---------------------------------------------

     An annual meeting of the Board of Directors, at which election of officers
shall take place and other business may be transacted, shall be held at the same
site as, and immediately following the adjournment of, the annual meeting of the
Members of Old Dominion. Notice of the annual meeting of the Members, as
provided for in Section 3.03 of Article 3, shall also constitute notice of the
annual meeting of the Board of Directors.

Section 5.02  Special Meetings
------------------------------

     Special meetings of the Board of Directors may be called by the Chairman of
the Board or by any five (5) Directors. It shall be the duty of the Secretary to
cause notice of such meeting to be given as provided. Those who called the
meeting shall fix the time and place.

Section 5.03  Notice
--------------------

     Notice of the time, place and purpose of any regular or special meeting of
the Board of Directors shall be given not less than ten (10) days nor more than
forty-five (45) days prior the meeting date, by written notice, delivered
personally or mailed to each Director at their last known address. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail with postage prepaid.

     The attendance of a Director at any meeting shall constitute a waiver of
notice of such meeting, except in case a Director shall attend a meeting for the
express purpose of objecting to the transaction of any business because the
meeting shall not have been lawfully called or convened.

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<PAGE>

Section 5.04  Quorum
--------------------

     A majority of the Board of Directors shall constitute a quorum. If less
than a majority of the Directors is present at a meeting, a majority of the
Directors present may adjourn the meeting. The Secretary shall notify any absent
Directors of the time and place of such adjourned meeting. The act of the
majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors unless otherwise stipulated by these
Bylaws, the Articles of Incorporation or State law.

Section 5.05  Voting
--------------------

     Each Director shall be entitled to only one (1) vote, and no more, upon
each matter submitted to a vote. There shall be no voting by proxy or by mail.

Section 5.06  Presence of Others
--------------------------------

     The directors, employees, or other representatives of a Member shall be
entitled to attend all regular and special meetings of the Board of Directors,
however, they shall have no vote and shall not be allowed to speak or otherwise
participate in the proceedings unless so authorized by the Board. The Board of
Directors, when it deems prudent and advisable, may declare an executive
session. Persons other than the Board Members shall not be entitled to attend
the executive session unless by invitation.

Section 5.07  Participation by Telephone at Board Meetings.
-----------------------------------------------------------

     Unless otherwise restricted in these Bylaws, the Directors may participate
in meetings of the Board and shall be deemed to be present at such meetings as
though physically present if they are participating by means of a conference
telephone or similar communications equipment by which all persons participating
at the meeting can hear each other and respond to matters properly brought
before the meeting. Directors participating by such communications means shall
be deemed present for all purposes including determination of quorum.

                                   ARTICLE 6

                                  COMMITTEES

Section 6.01  Executive Committee
---------------------------------

     A.   Composition: The Executive Committee shall consist of six (6)
Directors. The Chairman, Vice Chairman and Secretary/Treasurer shall be
permanent members of the committee. The remaining three (3) members of the

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<PAGE>

committee shall be non-permanent members.  The non-permanent members of the
committee shall be elected by and from the Board of Directors.  The Chairman of
the Board of Old Dominion shall be Chairman of the Executive Committee.  No two
(2) members of this committee shall be from the same Member organization and at
least three (3) members of the committee shall be directors of Member
organizations and not employees.  The President of Old Dominion shall be an ex-
officio member of the committee, but without a vote.

     B.   Term of Office: The term of office for the non-permanent members of
the Executive Committee shall be three (3) years. Upon serving one (1) full
three (3) year term, no Director shall be eligible to be reelected for a
successive term on the Executive Committee. The permanent committee members'
terms shall be determined according to Article 7, Section 7.02 of these Bylaws.

     C.   Meetings, Powers and Functions: The Executive Committee shall meet
upon the call of the Chairman of the Board. The Executive Committee shall
exercise all of the functions and powers of the Board of Directors between
meetings of the Board of Directors. All actions taken by the Executive Committee
shall be reported to the next regularly scheduled meeting of the Board of
Directors. Four (4) members of the Executive Committee shall be considered a
quorum for the transaction of any business.

     D.   Vacancies: Except as otherwise provided in these Bylaws, a vacancy
among the non-permanent members of the committee may be filled by the Board of
Directors for the unexpired portion of the term. A vacancy among the permanent
members of the committee shall be filled according to Article 7, Section 7.04,
of these Bylaws.

Section 6.02  Nominating Committee
----------------------------------

     A.   The Chairman of the Board shall propose and the Board shall elect five
(5) Directors to the Nominating Committee. The Chairman, in selecting the
committee members, shall give consideration to geographic and demographic
balance among the Members.

     B.   The Nominating Committee shall nominate candidates for election to the
Board of Directors as provided in these Bylaws. Not more than ninety (90) days,
but not less than sixty (60) days prior to the annual meeting of the Members,
Members may submit recommendations for nomination as a candidate for the Board
of Directors to the Nominating Committee. The Nominating Committee shall select
a slate of candidates and report its nominations to the Members in writing. The
report shall be delivered to each Member at least forty-five (45) days prior to
each annual meeting. For vacancies on the Board of Directors, the Nominating
Committee shall report its nominees to the Board ten (10) days prior to the
meeting at which the vacancy will be filled.

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<PAGE>

     C.  The Nominating Committee shall nominate one or more candidates for
each vacancy on the Executive Committee.  The Nominating Committee shall report
its slate of nominations to the full Board in writing.  The report shall be
delivered to each Director forty-five (45) days prior to each annual meeting or
any meeting at which an Executive Committee vacancy is to be filled.

     D.  The term of office for a member of the Nominating Committee shall be
three (3) years. Upon serving one (1) full three (3) year term, no member of the
Committee shall be eligible to be reelected for a successive term on the
Committee. Except as otherwise provided in these Bylaws, in the event of a
vacancy on the committee, the Chairman of the Board shall propose and the Board
shall elect a new member to serve the unexpired portion of the term.

Section 6.03  Additional Committees
-----------------------------------

     The Board of Directors shall create the following additional standing
committees and shall delegate the necessary authority to each such committee:

                               Finance Committee
                   Power Supply and Resources and Committee
                            Transmission Committee
                      Joint Policy and Planning Committee
                           Human Resources Committee

The Chairman of the Board shall appoint the members of these additional
committees.

     The Board of Directors may, as it deems necessary, create any additional
committees and delegate to those committees any authority, duties, powers or
obligations it may deem necessary for carrying out the business and objectives
of Old Dominion. The Board of Directors may, in its discretion, instruct the
Chairman of the Board to appoint special committees with the membership being
designated by the Chairman of the Board and such special committees shall have
the power and perform the duties as may be provided in the resolution of the
Board.

     The Chairman of the Board may also create temporary committees to carry out
the business and objectives of Old Dominion. The Chairman of the Board shall
have the right to name all committee members to those committees.

                                       11
<PAGE>

Section 6.04  Participation by Telephone at Committee Meetings
--------------------------------------------------------------

     Unless otherwise restricted in these Bylaws or in the resolution creating a
committee, the members of any committee may participate in meetings of the
committee and shall be deemed to be present at such meetings as though
physically present if they are participating by means of a conference telephone
or similar communications equipment by which all persons participating at the
meeting can hear each other respond to matters properly brought before the
meeting. Members of the committee participating by such communications means
shall be deemed present for all purposes including determination of quorum.

                                   ARTICLE 7

                                   OFFICERS

Section 7.01  Number and Positions
----------------------------------

     The officers shall be Chairman of the Board, Vice Chairman of the Board,
Secretary/Treasurer, and President. The Board may, if it desires, elect
additional officers, including but not limited to Assistant
Secretary/Treasurers, or appoint additional officers, including but not limited
to Vice Presidents.

     Elected officers must be Directors, but other officers need not be
Directors.

     The office of President shall be occupied by a regular employee.

Section 7.02  Election and Term of Office
-----------------------------------------

     A.   The Chairman, Vice Chairman and Secretary/Treasurer whose terms of
office are expiring shall be elected by and from the Board of Directors at the
meeting of the Board of Directors held immediately after the annual meeting of
the Members. If the election shall not be held at such meeting, such election
shall be held as soon thereafter as is convenient. Each officer shall hold
office until the first meeting of the Board of Directors following the next
succeeding annual meeting of the Members or until their successor shall have
been elected and shall have qualified.

     B.   The term of office for the Chairman, Vice Chairman and
Secretary/Treasurer shall be for three (3) years. Upon serving one (1) full
three (3) year term in an office, no Director shall be eligible to be elected to
a successive term in the same office as Chairman, Vice Chairman or
Secretary/Treasurer.

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<PAGE>

     C.   Officers other than Chairman, Vice Chairman and Secretary/Treasurer
shall hold office at the pleasure of the Board.

Section 7.03  Removal of Officers by Directors
----------------------------------------------

     Any officer elected or appointed by the Board of Directors may be removed
by the Board of Directors by majority vote of all the Directors whenever, in its
judgment, the best interests of Old Dominion shall be served.

     Any Member of Old Dominion may bring charges against any officer, and by
filing with the Secretary such charges in writing, together with a petition
signed by thirty percent (30%) of the Members, may request the removal of such
officer. The officer against whom such charges have been brought shall be
informed in writing of the charges at least ten (10) days prior to the Board
meeting at which the charges are to be considered and shall have an opportunity
to be present and represented by counsel at the meeting and to present evidence
in respect to the charges; and the person or persons bringing the charges shall
have the same opportunity.

Section 7.04  Vacancies
-----------------------

     Except as otherwise provided in these Bylaws, a vacancy in any office may
be filled by the Board of Directors for the unexpired portion of the term.

Section 7.05  Chairman of the Board
-----------------------------------

     The Chairman of the Board shall be the link between the Board and
management of Old Dominion. The Chairman may give such direction for the
operation of Old Dominion as deemed advisable in those situations where
direction is, in the Chairman's opinion, needed and time will not reasonably
permit submission of the matter to the Board.

     The Chairman of the Board shall preside at the meetings of the Executive
Committee and of the Board of Directors and shall perform such other duties as
may be assigned to that office by the Board of Directors. By reason of this
office, the Chairman shall have the right to attend all meetings of committees.

Section 7.06  Vice Chairman
---------------------------

     In the absence of the Chairman, or in the event of the Chairman's inability
or refusal to act, the Vice Chairman shall perform the duties of the Chairman,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the Chairman. The Vice Chairman shall also perform any other
duties as may be assigned by the Board of Directors.

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<PAGE>

Section 7.07  Secretary/Treasurer
---------------------------------

     The Secretary/Treasurer shall have the responsibility for preparing and
maintaining custody of minutes of the Directors' and Members' meetings and for
authenticating records of Old Dominion. The Secretary/Treasurer also shall in
general perform all the duties incident to the Office of Secretary/Treasurer and
such other duties as may be assigned by the Board of Directors.

Section 7.08  President
-----------------------

     The Board of Directors shall appoint a President who shall:

          (a)  serve at the will of the Board;

          (b)  be the Chief Executive Officer of the Corporation and be in
charges of and exercise general management and control of the daily operation of
the business of Old Dominion.

          (c)  make recommendations and suggestions concerning the goals and
functions of Old Dominion to the Board. The President shall maintain supervision
over all employees of Old Dominion and delegate a portion of such supervision to
other employees as the President may deem advisable. The President, by reason of
the office, unless excused by the Board or the Chairman of the Board, shall be
required to attend all meetings of standing committees, Old Dominion Board
meetings, and Member meetings, but shall not have a vote unless designated as a
voting member of a committee at the time the committee is appointed; and

          (d)  perform all other duties and exercise such authority as the Board
of Directors may vest in the President.

Section 7.09  Duties of Vice Presidents
---------------------------------------

     Vice Presidents of Old Dominion shall perform such tasks as may be assigned
to them by the Board or the President. The Vice Presidents may be assigned
duties as heads of departments and in such event, their work and effort shall be
concentrated in that field according to the guidelines established by the Board
or in the absence of Board policy, by the President, reporting, unless otherwise
specified, to the President.

Section 7.10  Duties of Other Officers
--------------------------------------

     Other officers who are also Directors of Old Dominion shall perform the
duties assigned to them by the Board of Directors and shall report to the Board.
Other officers who are also employees of Old Dominion shall perform

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<PAGE>

the duties assigned to them by the Board of Directors or by the President,
reporting, unless otherwise specified, to the President of Old Dominion.

Section 7.11  Bonds of Officers
-------------------------------

     Any officer or agent of Old Dominion charged with responsibility for the
custody of any of its funds or property shall be bonded in sums and with such
surety as the Board of Directors shall determine. The Board of Directors, in its
discretion, may also require any other officer, agent or employee of Old
Dominion to be bonded in such amounts with such surety as it shall determine.

Section 7.12  Reports
---------------------

     The officers of Old Dominion shall submit at each annual meeting of the
Members reports covering the business of Old Dominion for the previous fiscal
year. The reports shall set forth the condition of Old Dominion at the close of
the fiscal year.

                                   ARTICLE 8

                             NON-PROFIT OPERATION

Section 8.01  Non-Profit Policy
-------------------------------

     Old Dominion shall at all times be operated on a cooperative non-profit
basis for the mutual benefit of its Members.

Section 8.02  Patronage Capital
-------------------------------

     A.   In connection with the furnishing of electric energy, Old Dominion's
operations shall be so conducted that all Members will, through their patronage,
furnish capital for Old Dominion. In order to induce patronage and to assure
that Old Dominion will operate on a non-profit basis, Old Dominion is obligated
to account on a patronage basis to all its Members for income received and
receivable from the furnishing of electric energy in excess of operating costs
and expenses properly chargeable against the furnishing of electric energy, as
herein provided. Amounts received from Members and patrons in excess of
operating costs and expenses at the moment of receipt by Old Dominion are
received with the understanding that they are furnished by the patrons as
capital.

     Old Dominion is obligated to pay by credits to a capital account for
each Member amounts in excess of operating costs and expenses in accordance with
Old Dominion's Margin Stabilization Plan.  The books and records of Old Dominion
shall be set up and kept in such a manner that at the end of each

                                       15
<PAGE>

fiscal year the amount of capital, if any, so furnished by each Member is
clearly reflected and credited in an appropriate record to the capital account
of each Member. Old Dominion shall, within a reasonable time after the close of
the fiscal year, notify each Member of the amount of capital so credited to its
account. All such amounts credited to the capital account of any Member shall
have the same status as though they had been paid to the Member pursuant to a
legal obligation to do so and the Member had then furnished corresponding
amounts for capital.

     B.   To the extent Old Dominion elects to engage in the business of
furnishing products and services other than electric service, amounts received
and receivable therefrom in excess of operating costs and expenses properly
chargeable against the furnishing of such products and services shall be,
insofar as permitted by law, allocated and assigned annually on a patronage
basis and credited on the books of Old Dominion as patronage capital to those
patrons so furnished such products and services, in substantially the same
manner provided in subsection A with respect to furnishing electric service.

     C.   All amounts received by Old Dominion from its other activities
including, but not limited to, investments, rentals and other incidental
services, in excess of costs and expenses properly chargeable against such
activities and operations shall, insofar as permitted by law, be (1) used to
offset any losses incurred during the current or any prior fiscal year and (2)
to the extent not needed for that purpose, retained or allocated, at the Board's
discretion, among the classes of business for which the receipts exceed the
allocable costs and expenses, in proportion to the amounts of such margins, and
to its Members within each such class on a patronage basis. Any amount so
allocated shall be included as a part of the capital credited to the accounts of
members, as provided for in subsection A, above.

Section 8.03  Retirement of Capital
-----------------------------------

     In the event of dissolution or liquidation of Old Dominion, after all
outstanding indebtedness of Old Dominion shall have been paid, outstanding
capital credits shall be retired without priority on a pro rata basis before any
payments are made on account of property rights of Members.

     If, at any time prior to dissolution or liquidation, the Board of
Directors shall determine that the financial condition of Old Dominion will not
be impaired thereby, the capital then credited to Members' accounts may be
retired in full or in part.  Termination of a Member's membership shall not
accelerate the payment of capital credits.

                                       16
<PAGE>

Section 8.04  Assignability of Capital
--------------------------------------

     Capital credited to the account of each Member shall be assignable only on
the books pursuant to written instructions from the assignor and only to
successors in interest or successors in occupancy in all or a part of such
Member's premises served by Old Dominion unless the Board of Directors, acting
under policies of general application, shall determine otherwise.

Section 8.05  Classification of Business
----------------------------------------

     In determining and allocating the operating costs and expenses to form the
basis of determining, in turn, the respective amounts of capital furnished by
patrons through their patronage, it shall be the duty of the Board of Directors
to classify the business done by Old Dominion with all of its patrons into
appropriate classes or departments of business or patronage.

     Operating margins will be allocated to each Member within each such classes
or departments on a patronage basis after full allocation of all direct and
indirect costs associated with service.  All patronage margins contributed by
patrons within a given class of business shall be assigned to such patrons on a
dollar volume basis of patronage, but no patronage capital shall be deemed to
have been contributed by, or shall be allocated to, any patron within any class
of business, if the receipts from all patrons within such class do not exceed
the costs and expenses chargeable or allocable to such class.  In the event
patronage from any patron falls into two or more classes of business, capital
credits assigned to such patron shall be the net amount of the capital credits
determined after debiting and crediting such patron's account with all patronage
debits and credits from all such classes of business.  The cost allocation
methodologies will be subject to periodic review by the Board of Directors.

Section 8.06  Contractual Character of Operations
-------------------------------------------------

     The Members of Old Dominion, by dealing with Old Dominion, acknowledge that
the terms of the Articles of Incorporation and Bylaws shall constitute and be a
contract between Old Dominion and each Member, and both Old Dominion and the
Members are bound by such contract, as fully as though each Member has
individually signed a separate instrument containing those terms and provisions.

                                   ARTICLE 9

                            DISPOSITION OF PROPERTY

Section 9.01  Manner of Disposition
-----------------------------------

                                       17
<PAGE>

     Old Dominion may not sell, lease or otherwise dispose of any of its
property other than (1) property which, in the judgment of the Board of
Directors, neither is nor will be necessary or useful in operating and
maintaining Old Dominion's system and which, in any one year, shall not exceed
ten percent (10%) in value of all of the property of Old Dominion, or (2),
unless authorized to do so by the votes of more than two-thirds (2/3) of its
Members and the notice of such proposed sale, lease or other disposition shall
have been contained in the notice of othe meeting; provided, however, that Old
Dominion may mortgage or otherwise encumber its assets by a vote of at least
two-thirds (2/3) of its Board of Directors.

                                  ARTICLE 10

                                INDEMNIFICATION

Section 10.01  Directors and Officers
-------------------------------------

     Old Dominion shall indemnify any Director or officer of Old Dominion
against expenses (including legal fees), judgments, fines, and amounts paid in
settlement, actually and reasonably incurred, to the fullest extent now or
hereafter permitted by law in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, brought or threatened to be brought against a person by reason of
performance as a Director or officer of Old Dominion or affiliated corporations
or in any other capacity on behalf of Old Dominion or affiliated corporations.

     The Board of Directors, by resolution adopted in each specific instance,
may similarly indemnify any person other than a Director or officer of Old
Dominion for liabilities incurred in connection with services rendered for or
at the request of Old Dominion or affiliated corporations. The provisions of
this section shall be applicable to all actions, suits or proceedings commenced
after its adoption, whether such arise out of acts or omissions which occurred
prior or subsequent to such adoption and shall continue as to a person who has
ceased to be a Director or officer or to render services for or at the request
of Old Dominion and shall inure to the benefit of the heirs, executors, and
administrators of such a person.

     The rights of indemnification provided for herein shall not be deemed the
exclusive rights to which any Director, officer, employee or agent of Old
Dominion may be entitled. Old Dominion may pay the expenses incurred by any
person entitled to be indemnified by Old Dominion in defending a civil or
criminal action, suit or proceeding in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking, by or on behalf of
such person, to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by Old Dominion as authorized by law.

                                       18
<PAGE>

                                  ARTICLE 11

                                 FISCAL POLICY

Section 11.01  Contracts
------------------------

     Except as otherwise provided in these Bylaws, the Board of Directors may
authorize any officer or officers, agent or agents to enter into any contract or
execute and deliver any instrument in the name and on behalf of Old Dominion,
and such authority may be general or confined to specific instances.

Section 11.02  Checks, Drafts, etc.
-----------------------------------

     All checks, drafts, wire transfers or other orders for the payment of
money, and all notes, bonds or other evidences of indebtedness issued in the
name of Old Dominion shall be signed by such officer or officers, agent or
agents, employee or employees of Old Dominion and in such manner as shall be
determined by resolution of the Board of Directors.

Section 11.03  Deposits
-----------------------

     All funds of Old Dominion shall be deposited to the credit of Old Dominion
in such banks or financial institutions as the Board of Directors may select.

Section 11.04  Fiscal Year
--------------------------

     The fiscal year of Old Dominion shall be fixed by the Board of Directors as
the needs of Old Dominion's business require.

Section 11.05  Accounting System and Reports
--------------------------------------------

     All accounts of Old Dominion shall be examinded by a committee of the Board
of Directors which shall render reports as directed by the Board of Directors
which shall be done at least annually. The Board of Directors shall also, after
the close of each fiscal year, cause a full and complete audit of the accounts
and books and financial conditions of Old Dominion to be made.

Section 11.06  Contracts in Which Directors Have Interest
---------------------------------------------------------

     Any contract or other transaction between Old Dominion and one or more
of its Directors, or between Old Dominion and any firm of which one or more of
its Directors are shareholders, members, directors, officers, or employees, or
in which they are interested, shall be valid for all purposes,

                                       19
<PAGE>

notwithstanding the presence of the Director or Directors at the meeting of the
Board of Directors that acts upon the contract or transaction, and
notwithstanding their participation in the action, if the fact of such interest
shall be disclosed or known to the Board of Directors and the Board of Directors
shall, nevertheless, authorize or ratify the contract or transaction. The
interested Director or Directors shall to be counted in determining whether a
quorum is present and shall to be entitled to vote on such authorization or
ratification. This section shall not be construed to invalidate any contract or
other transaction that would otherwise be valid under the common and statutory
law applicable to it.

Section 11.07  Employment of Related Persons
--------------------------------------------

     No relative, whether by marriage or blood, of a Director closer in degree
of kindred than first cousin shall become an employee of Old Dominion while such
existing Director remains a Director. This provision shall not affect any
employee who is in the excluded category prior to the adoption of the section or
placed in the excluded category by marriage which occurs subsequent to the
Director's election.

                                  ARTICLE 12

                       MEMBERSHIP IN OTHER ORGANIZATIONS

Section 12.01  Requirements
---------------------------

     Old Dominion shall not become a member of or purchase stock in any other
organization without the approval of the Board of Directors.

                                  ARTICLE 13

                               WAIVER OF NOTICE

Section 13.01  Written or by Attendance
---------------------------------------

     Any Member or Director may waive in writing any notice of a meeting
required to be given by these Bylaws. The attendance of a Member or Director at
any meeting shall constitute a waiver of notice of such meeting by such Member
or Director, except in case a Member or Director shall attend a meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting has not been lawfully called or convened.

                                       20
<PAGE>

                                  ARTICLE 14

                              THE CORPORATE SEAL

Section 14.01  Design and Instription
-------------------------------------

     The corporate seal of Old Dominion shall be in the form of a circle and
shall have inscribed thereon the name of the corporation and the words
"Corporate Seal, Virginia."

                                  ARTICLE 15

                                RULES OF ORDER

Section 15.01  Parliamentary Procedure
--------------------------------------

     At all meetings of the Members, the Board of Directors, and any committee
that may be established by Old Dominion, parliamentary procedure, except as
determined by these Bylaws, the Articles of Incorporation and the laws of the
State of Virginia, shall be governed by the latest edition of Robert's Rules of
Order.

                                  ARTICLE 16

                              AMENDMENT OF BYLAWS

Section 16.01  Method of Amendment
----------------------------------

     Subject to the provisions in the Articles of Incorporation, these Bylaws
may be altered, amended or repealed by the affirmative vote of a two-thirds
(2/3) majority of the members of the Board of Directors at any regular or
special meeting provided that notice of such meeting shall have stated the
intention to alter, amend or repeal the Bylaws.

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