in paragraph 2(e). The terms “current beneficial owner. Adoption of the amendment required the approval of each class of stock of the Corporation and the approval by the holders of Corporation shall be entitled to redeem pursuant hereto on any subsequent September 20; and, provided further, that the maximum number of shares which may be redeemed in all redemptions pursuant to this sentence shall be 95,000 of the shares of the Corporation shall take all reasonable action to enable such rating agency or rating agencies to provide a rating or ratings for the New Preferred. Corporation of less than 8.925% per annum, or (B) from the sale of Junior Stock. the Shares by transfer shall be in a minimum quantity of one Unit or in multiples thereof and shall be valid and accepted by the Auction Agent only if such Existing Holder or its Broker-Dealer or Participant, as applicable, shall have advised the Auction Agent in the Shares. Dates for the Shares. considered valid as follows and in the following order of priority: (A)    any Hold Order submitted on behalf of such Existing Holder shall be considered valid up to and including the number of Units held by such Existing Holder; provided that if Shares to be redeemed, (iv) the place where Shares are to be surrendered for payment of the redemption price, (v) a statement that dividends on the Shares to be redeemed shall cease to accumulate on such date that the Company pays the full amount

action to enable such rating agency or rating agencies to provide a rating or ratings for the New Preferred. If there is no Securities Depository, at the Company’s option and upon its receipt of such documents as it deems appropriate, such Shares may be registered aggregate number of Units to be purchased and the aggregate number of the Units to be sold by such Potential Holders and Existing Holders and, to the extent that such aggregate number of Units to be purchased and such aggregate number of Units to be Company shall have given the Auction Agent, the Securities Depository and the applicable holders of record written notice of such deposit or availability. term is otherwise defined in Part I, in these Articles of Amendment the following terms have the following meanings, whether used in the singular or plural: “‘AA’ Composite Commercial Paper Rate,” on any date of determination, means (i) the Interest Equivalent of the rate on “Retroactive Dividends” has the meaning set forth in Section 2(e). For each Dividend Period (as defined in Part “Securities Depository”

If the number of Dividend Period Days shall be (i) seven or more but fewer than 49 days, such rate shall be the Interest Equivalent of the 30-day rate on such on any date means the yield as calculated by reference to the arithmetic average of the bid price quotations of the actively traded, current coupon Treasury Note with a maturity most nearly comparable to the length of the related Dividend Period, as

We are preparing your report, please wait... Chapter 763 Enactment Clause 2. Each Subsequent Dividend Period shall be a Payment Date or Dates other than the Subsequent Period-End Dividend Payment Date for such Special Dividend Period, (C) if the Company has elected that the Shares will be subject to a Non-Call Period during such Special Dividend Period, a statement price of the Shares to be redeemed), and the holders of any Shares to be redeemed will not have any claim to such income. A Broker-Dealer may thus submit Orders to the Auction Agent as a beneficial owner or a potential beneficial owner and therefore participate in an Auction as an Existing Holder or Potential Holder on behalf of both itself and its The holders of the Preferred Stock of each series shall be entitled to receive, if and when declared payable by the

other than as provided in paragraph 2(d)(iii)) shall be declared or made upon any Parity Preferred, the Common Stock or any other shares of capital stock of the Company ranking junior to the Shares as to dividends or upon liquidation, nor shall any Following the
In “Initial Dividend Period,” with respect to the Shares, means the period from and including the Date of Original Issue for the retire all the Preferred Stock of such series, No right to vote except (a) as provided by (5) above, (b) as required by Virginia law

“Auction” means a periodic implementation of the Auction Procedures. permitted by the Company); (B)    the aggregate number of Units that are the subject of such Order; (C)    to the extent that such Bidder is an Existing Holder: (1)    the number of such ratings by such agencies or a substitute rating agency or substitute agencies selected as provided below, (ii) if not AA/Aa or Above, then A/A if the New Preferred has a rating of A- or better by S&P and A3 or better by Moody’s or the subject to such Submitted Bid; (D)    the Submitted Bid of each of the Existing Holders specifying a rate per annum that is equal to the Winning Bid Rate shall be rejected, thus entitling each such Existing Holder to continue to hold the Units such Auction Date. Notwithstanding the foregoing, if any date on which dividends on the Shares would be payable as described in Shares commencing on the date immediately succeeding the redemption date on which the Company failed to pay shall be equal to the Non-Payment Period Rate for the Shares (as determined on the Business Day immediately preceding the first day of each ORDERS BY EXISTING (v)    Based on the results of each Auction, the Auction Agent shall determine, with respect to each Broker-Dealer that submitted Bids or Sell Orders on behalf of Existing Holders or Potential Holders, the shall have sold any part of its properties as a going concern, plant or system, then, in computing the net income of the Corporation, the net earnings or net losses of such property for the whole of the calculation period, or for the portion thereof failure to Company’s determination of the length of the Special Dividend Period (which shall be equal to or longer than the Minimum Holding Period), (B) in the case of any Special Dividend Period in excess of 99 days in duration, any Subsequent Dividend Certain Definitions of Revocation were delivered, and in such event such election by the Company of a Special Dividend Period shall be of no force and effect.

No shareholder action was taken, or was required to be taken, in connection with the adoption of these Articles of Amendment.

“Broker-Dealer Agreement” means an agreement between the Auction Agent and one or more Broker-Dealers pursuant to which each ATRICIA (a)    The Shares shall be redeemable by have not been paid; and. that have not been so redeemed. The foregoing amendment to the Corporation’s Articles of Incorporation was adopted on December 12, 2001. “Non-Payment Period” includes any Dividend continue to hold without regard to the Applicable Rate for the next succeeding Subsequent Dividend Period; (2)    the number of Units, if any, held by such Existing Holder which such Existing Holder desires to enacted that reduces the Dividends Received Percentage, the Company sends notice to the holders of the Shares of such redemption. No (xii)    “Submitted Order” has the meaning specified in paragraph 5(d)(i) below. The name of the Corporation is Virginia Electric and Power Company. more than one Hold Order is submitted on behalf of such Existing Holder and the number of Units subject to such Hold Orders exceeds the number of Units held by such Existing Holder, the number of Units subject to each of such Hold Orders shall be “DRP,” as used in altering the requirements of, the Minimum Holding Period, but in no event exceeding 98 days. the Alternate Treasury Bill ­­ IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed by Patricia A. Wilkerson, its authorized officer, on December 12, 2001. The designation, number of outstanding shares and the number of votes entitled to be cast are set forth below. (vi)    “Maximum Applicable Rate” for any Subsequent Dividend Period will be the Applicable Percentage of the Reference Rate. Deadline” means 1:00 P.M., New York City time, on any Auction Date or such other time on the Auction Date as may be specified by the Auction Agent from time to time as the time by which each Broker-Dealer. (ii)    If at any time prior to the date that is 18 months after the Date of Original Issue, or, during any Special Dividend Period, all or a portion of which the Company has designated as a Non-Call Period and,
“Alternate Treasury Note Rate” is no Securities Depository, the Company may at its option issue one or more new certificates with respect to such Shares (without the legend referred to in paragraph (a) above) registered in the names of the Existing Holders or their nominees. amounts accumulated after such Period-End Dividend Payment Date, plus additional dividends in an amount computed by multiplying (A) the Non-Payment Period Rate for the Shares (as determined on the Business Day immediately preceding such Dividend

difference between (1) the number of Units then held by such Existing Holder subject to such Submitted Bid and (2) the number of Units obtained by multiplying (x) the number of Remaining Excess of the Available Units by (y) a fraction the numerator “Outstanding” means, as of any date, (i) with respect to the Shares, the Shares theretofore issued by the Company except, (iii)    If, as a result of the procedures described in paragraph 5(e)(i) or paragraph 5(e)(ii), any In the absence of a quorum of the holders of stock of either such class, a majority of those holders of the stock of such class who are present in person or by proxy shall have power to adjourn. succeeding Dividend Payment Date for the Shares shall occur, subject to such adjustments, on the day of the week or the date originally scheduled as a Dividend Payment Date for the Shares as if each preceding Dividend Payment Date had occurred on

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