<PAGE>
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 1995
 
                                                               FILE NO. 33-
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                               ----------------
 
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
 
                               ----------------
 
                      VIRGINIA ELECTRIC AND POWER COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                VIRGINIA                               54-0418825
                                          (I.R.S. EMPLOYER IDENTIFICATION NO.)
        (STATE OF INCORPORATION)
 
                               ----------------
 
      ONE JAMES RIVER PLAZA, RICHMOND, VIRGINIA 23219-3932 (804) 771-3000
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                               ----------------
 
   J. KENNERLY DAVIS, JR., VICE PRESIDENT, TREASURER AND CORPORATE SECRETARY
  PHILIP W. NICHOLS, CASH MANAGEMENT ADMINISTRATOR VIRGINIA ELECTRIC AND POWER
  COMPANY ONE JAMES RIVER PLAZA, RICHMOND, VIRGINIA 23219-3932 (804) 771-3000
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
 
                               ----------------
 
                                   COPIES TO:
  JOHN J. BEARDSWORTH, JR. RIVERFRONT    ROBERT L. BURRUS, JR. ONE JAMES CENTER
  PLAZA, EAST TOWER RICHMOND, VIRGINIA       RICHMOND, VIRGINIA 23219-4030
               23219-4074
 
  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO
TIME AFTER EFFECTIVENESS.
 
  If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
 
  If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
 
                               ----------------
 
                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           PROPOSED       PROPOSED
                                            MAXIMUM       MAXIMUM
 TITLE OF EACH CLASS OF       AMOUNT       OFFERING      AGGREGATE      AMOUNT OF
    SECURITIES TO BE          TO BE          PRICE        OFFERING     REGISTRATION
       REGISTERED           REGISTERED    PER UNIT(*)     PRICE(*)         FEE
- -----------------------------------------------------------------------------------
<S>                      <C>              <C>         <C>              <C>
Medium-Term Notes......  U.S.$200,000,000    100%     U.S.$200,000,000   $68,966
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(*) Exclusive of accrued interest and estimated solely for the purpose of
    calculating the registration fee.
 
  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>
 
PROSPECTUS
 
                      VIRGINIA ELECTRIC AND POWER COMPANY
 
                               U.S. $200,000,000
 
                          MEDIUM-TERM NOTES, SERIES F
                DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE
 
                                ---------------
 
  Virginia Electric and Power Company (the Company) expects to offer from time
to time up to U.S. $200,000,000 aggregate principal amount, or its equivalent
in foreign currencies or currency units (based upon the applicable exchange
rate at the time of offering), of its unsecured Medium-Term Notes, Series F
(the Notes) having maturities from 9 months to 30 years from the date of issue.
The Notes may be denominated in U.S. dollars or in a foreign currency or
currency unit (a Specified Currency) that the Company designates at the time of
offering. The Specified Currency for each Note will be set forth in a
supplement to this Prospectus (the Pricing Supplement) for such Note. Any terms
relating to Notes being denominated in a Specified Currency other than U.S.
dollars will also be set forth in such Pricing Supplement. The Interest Rate on
each Note will be either a Fixed Rate established by the Company at the date of
issue of such Note (a Fixed Rate Note), or a Floating Rate as set forth therein
and specified in the applicable Pricing Supplement (a Floating Rate Note). The
Company reserves the right to change at any time the interest rates at which,
Specified Currencies in which, and other terms and conditions under which,
Notes are offered for sale. No Note will be subject to any terms for the
conversion thereof into any other security, any sinking fund, or any other
rights except as expressly described in this Prospectus or in the Pricing
Supplement pertaining to said Note and as provided for in the Note itself or
the Indenture (as hereinafter defined) under which the Note is issued.
 
  Purchasers are required to pay for each Note in the Specified Currency for
that Note, unless otherwise provided in the Pricing Supplement. The Notes will
be issued in fully registered certificated or book-entry form and, unless
otherwise specified in the applicable Pricing Supplement, in minimum
denominations of U.S. $1,000 and integral multiples of U.S. $1,000 in excess
thereof or, in the case of any Note denominated in a Specified Currency other
than U.S. dollars, in minimum denominations of the equivalent of U.S. $1,000 in
the Specified Currency (rounded down to an integral multiple of 1,000 units of
such Specified Currency), and in any amount in excess thereof that is an
integral multiple of 1,000 units of the Specified Currency, as the case may be.
Beneficial interests in Notes issued in book-entry form will be shown on, and
transfers thereof will be effected only through, records maintained by The
Depository Trust Company (the Depositary) and its participants. Owners of
beneficial interests in Notes issued in book-entry form will be entitled to
physical delivery of Notes in certificated form equal in principal amount to
their respective beneficial interests only under the limited circumstances
described herein. See Description of the Notes--Book-Entry Notes.
 
  Notes denominated in U.S. dollars may be subject to redemption, at the option
of the Company, as described under Description of the Notes. Interest on Fixed
Rate Notes will accrue from their dates of issue and will be payable
semiannually on the dates set forth in the applicable Pricing Supplement and at
maturity or, if applicable, upon earlier redemption. Interest on Floating Rate
Notes will accrue from their dates of issue and will be payable on the dates
set forth herein and in the applicable Pricing Supplement, and at maturity or,
if applicable, upon earlier redemption.
 
  FOR A STATEMENT OF THE RISK FACTORS ASSOCIATED WITH THE OWNERSHIP OF NOTES
DENOMINATED IN NON-U.S. CURRENCIES, SEE IMPORTANT INFORMATION AND FOREIGN
CURRENCY RISKS.
 
                                ---------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE SECURITIES  AND
EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS   THE
SECURITIES AND  EXCHANGE COMMISSION  OR  ANY STATE  SECURITIES  COMMISSION
PASSED  UPON  THE  ACCURACY  OR  ADEQUACY  OF  THIS  PROSPECTUS  OR  ANY
SUPPLEMENT HERETO. ANY  REPRESENTATION TO THE  CONTRARY IS A  CRIMINAL OFFENSE.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                             PRICE TO        AGENTS' DISCOUNT AND            PROCEEDS TO
                             PUBLIC(1)          COMMISSIONS(2)             COMPANY(1)(2)(3)
- --------------------------------------------------------------------------------------------------
<S>                      <C>               <C>                      <C>
Per Note...............        100%              .125%-.750%               99.875%-99.250%
- --------------------------------------------------------------------------------------------------
Total..................  U.S. $200,000,000 U.S. $250,000-$1,500,000 U.S. $199,750,000-$198,500,000
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) The Price to Public will not exceed, in the aggregate, U.S. $200,000,000 or
    its equivalent in foreign currencies or currency units based upon the
    applicable exchange rate at the time of offering. Notes will be issued at
    100% of the stated principal amount thereof, unless otherwise provided
    herein or in the Pricing Supplement relating thereto.
(2) The Company will pay Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
    Smith Incorporated, Goldman, Sachs & Co. and Morgan Stanley & Co.
    Incorporated (the Agents, and each an Agent), respectively, a commission in
    U.S. dollars of from .125% to .750% of the principal amount of each Note
    sold through them, depending upon the Specified Currency and maturity of
    the Note sold, and may sell Notes to the Agents, as principal, at a
    discount equal to such commission for resale to investors and other
    purchasers at prevailing market prices at the time of resale as determined
    by such Agent or, if so agreed, at a fixed public offering price. The
    Company has agreed to indemnify the Agents against certain civil
    liabilities, including liabilities under the Securities Act of 1933. In the
    case of Notes sold directly to investors by the Company, no discount will
    be allowed or commission paid.
(3) Before deduction of expenses payable by the Company estimated at U.S.
    $300,000.
 
                              -------------------
 
  Offers to purchase the Notes will be solicited from time to time by the
Agents, who have agreed to use their best efforts to solicit offers to purchase
the Notes. The Agents may also purchase Notes on their own behalf. The Company
reserves the right to sell Notes directly to purchasers on its own behalf.
There can be no assurance that any of the Notes offered by this Prospectus will
be sold or that there will be a secondary market therefor. The Company reserves
the right to withdraw, cancel or modify the offering of the Notes or cease the
offering of Notes in any particular Specified Currency, without notice. The
Company or the Agents may reject, in whole or in part, any order for a purchase
of Notes. No termination date for the offering of Notes has been established.
See Plan of Distribution.
 
                              -------------------
 
MERRILL LYNCH & CO.
                        GOLDMAN, SACHS & CO.
                                                            MORGAN STANLEY & CO.
                                                            INCORPORATED
 
                                ---------------
 
                  The date of this Prospectus is June  , 1995

<PAGE>
 
                             AVAILABLE INFORMATION
 
  THE COMPANY IS SUBJECT TO THE INFORMATION REQUIREMENTS OF THE SECURITIES
EXCHANGE ACT OF 1934 (THE 1934 ACT) AND, IN ACCORDANCE THEREWITH, FILES REPORTS
AND OTHER INFORMATION WITH THE SECURITIES AND EXCHANGE COMMISSION (THE
COMMISSION). REPORTS AND OTHER INFORMATION FILED BY THE COMPANY CAN BE
INSPECTED AND COPIED AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE
COMMISSION AT 450 FIFTH STREET, N.W., ROOM 1024, WASHINGTON, D.C. 20549-1004,
AND AT THE FOLLOWING REGIONAL OFFICES: CHICAGO REGIONAL OFFICE, EVERETT
NORTHWESTERN ATRIUM CENTER, 500 WEST MADISON STREET, SUITE 1400, CHICAGO,
ILLINOIS 60661; AND NEW YORK REGIONAL OFFICE, 7 WORLD TRADE CENTER, 13TH FLOOR,
NEW YORK, NEW YORK 10048. COPIES OF SUCH MATERIAL ALSO CAN BE OBTAINED FROM THE
PUBLIC REFERENCE SECTION OF THE COMMISSION AT 450 FIFTH STREET, N.W.,
WASHINGTON, D.C. 20549-1004, AT PRESCRIBED RATES. CERTAIN SECURITIES OF THE
COMPANY ARE LISTED ON THE NEW YORK STOCK EXCHANGE. REPORTS AND OTHER
INFORMATION CONCERNING THE COMPANY CAN BE INSPECTED AT THE OFFICE OF THE NEW
YORK STOCK EXCHANGE, ROOM 401, 20 BROAD STREET, NEW YORK, NEW YORK 10005.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
  The following documents filed with the Commission pursuant to the 1934 Act,
are hereby incorporated in this Prospectus by reference:
 
    1. The Company's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1994.
 
    2. The Company's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1995.
 
    3. The Company's Current Reports on Form 8-K, dated February 21, 1995,
  March 22, 1995 and April 17, 1995.
 
  All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the Notes shall be deemed to be incorporated in
this Prospectus by reference and to be a part hereof from the date of filing of
such documents.
 
  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which is deemed to be incorporated
by reference herein or in a Prospectus Supplement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
 
  The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, upon request of such person, a copy of any or all of the documents
referred to above that have been or may be incorporated in this Prospectus by
reference, other than exhibits to such documents. Requests for such copies
should be directed to Corporate Secretary, Virginia Electric and Power Company,
One James River Plaza, P.O. Box 26666, Richmond, Virginia 23261-6666, telephone
(804) 771-3000.
 
  IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES AT A
LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
 
                             IMPORTANT INFORMATION
 
  THE INFORMATION SET FORTH IN THIS PROSPECTUS AND ANY SUPPLEMENT HERETO IS
DIRECTED TO PROSPECTIVE PURCHASERS WHO ARE UNITED STATES RESIDENTS, AND THE
COMPANY DISCLAIMS ANY RESPONSIBILITY TO ADVISE PROSPECTIVE PURCHASERS WHO ARE
RESIDENTS OF COUNTRIES OTHER THAN THE UNITED STATES WITH RESPECT TO ANY MATTERS
THAT MAY AFFECT THE PURCHASE, HOLDING OR RECEIPT OF PAYMENTS OF PRINCIPAL OF
(AND PREMIUM, IF ANY) AND INTEREST ON THE NOTES. SUCH PERSONS SHOULD CONSULT
THEIR OWN FINANCIAL AND LEGAL ADVISERS WITH REGARD TO SUCH MATTERS.
 
                                       2

<PAGE>
 
  Unless otherwise specified in the applicable Pricing Supplement, purchasers
are required to pay for each Note in the Specified Currency for such Note.
Payments of principal of (and premium, if any) and interest on such Note will
be made in that Specified Currency or, at the election and at the expense of
the holder of such Note, will be converted to and made in U.S. dollars by the
Company through Chemical Bank, in its capacity as exchange rate agent or such
other person as appointed by the Company (the Exchange Rate Agent). At the
present time there are limited facilities in the United States for the
conversion of U.S. dollars into the Specified Currencies and vice versa, and
banks do not offer non-U.S. dollar checking or savings account facilities in
the United States. Accordingly, unless otherwise specified in the applicable
Pricing Supplement or unless alternative arrangements are made with the
Exchange Rate Agent, payments of principal and interest made in a Specified
Currency other than U.S. dollars will be made to an account at a bank outside
of the United States. See Description of the Notes.
 
  In the event that the Specified Currency (other than U.S. dollars) in which a
payment of principal of or interest on a Note is payable is not available to
the Company due to the imposition of exchange controls or other circumstances
beyond the control of the Company, the Company will be entitled to satisfy its
obligation to the holder of such Note by making such payment in U.S. dollars on
the basis of the applicable Exchange Rate (defined as the noon buying rate in
New York City for cable transfers for such Specified Currency, as certified for
customs purposes by the Federal Reserve Bank of New York or, in the case of
European Currency Units (ECU's), the rate of exchange determined by the
Commission of the European Communities or any successor thereto, as published
in the Official Journal of the European Communities or any successor
publication) as of the most recent date on which an Exchange Rate was
available. See Foreign Currency Risks.
 
  References to "U.S. dollars", "U.S. $", "dollars" or "$" in this Prospectus
or any Supplement hereto are to the legal currency of the United States of
America.
 
  As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking institutions
are authorized or required by law or executive order to close in New York City
provided, however, that, with respect to Foreign Currency Notes the payment of
which is to be made in a Specified Currency other than U.S. dollars, such day
is also not a day on which banking institutions are authorized or required by
law or executive order to close in the Principal Financial Center (as defined
below) of the country of such Specified Currency (or, in the case of the ECU,
is not a day designated as an ECU Non-Settlement Day by the ECU Banking
Association or otherwise generally regarded in the ECU interbank market as a
day on which payments in ECUs shall not be made); provided, further, that, with
respect to Notes as to which LIBOR is an applicable Interest Rate Basis, such
day is also a London Business Day (as defined below). "London Business Day"
means any day (i) if the Index Currency (as defined below) is other than ECU,
on which dealings in such Index Currency are transacted in the London interbank
market or (ii) if the Index Currency is ECU, that is not designated as an ECU
Non-Settlement Day by the ECU Banking Association or otherwise generally
regarded in the ECU interbank market as a day on which payments in ECUs shall
not be made. "Principal Financial Center" will generally be the capital city of
the country of the specified Index Currency or the Specified Currency, as the
case may be, except that with respect to United States dollars, Deutsche Marks,
Dutch Guilders, Italian Lire, Swiss Francs and ECUs, the Principal Financial
Center shall be New York City, Frankfurt, Amsterdam, Milan, Zurich and
Luxembourg, respectively.
 
                                 THE PROSPECTUS
 
  The Prospectus to be delivered in connection with the sale of any Note will
consist of the following documents, which, unless the context otherwise
requires, are collectively referred to herein as the "Prospectus";
 
    (1) this Prospectus for the Medium-Term Notes, Series F, dated June  ,
  1995; and
 
    (2) the Pricing Supplement for the Note(s) being sold, which will state
  the principal amount, the Specified Currency, interest rate, interest
  payment dates, issue date, redemption terms, if any, and maturity date of
  the Note(s) to which it pertains and, if any such Note is denominated in a
  Specified Currency other than U.S. dollars, will include information
  relative to the Specified Currency.
 
                                       3

<PAGE>
 
                                  THE COMPANY
 
  The Company was incorporated in Virginia in 1909, and has its principal
office at One James River Plaza, Richmond, Virginia 23219-3932, telephone (804)
771-3000. The Company is a wholly-owned subsidiary of Dominion Resources, Inc.
(Dominion Resources).
 
  The Company is a regulated public utility engaged in the generation,
purchase, transmission, distribution and sale of electric energy within a
30,000 square mile service area in Virginia and in northeastern North Carolina.
It transacts business under the name Virginia Power in Virginia and under the
name North Carolina Power in North Carolina. Its Virginia service area
comprises about 65% of Virginia's total land area but accounts for over 80% of
its population.
 
                                USE OF PROCEEDS
 
  The proceeds from the sale of the Notes will be added to the general funds of
the Company and will be used to meet a portion of its capital requirements.
Such requirements consist principally of construction, upgrading and
maintenance expenditures and refunding of outstanding securities. For a more
detailed discussion of the Company's capital requirements and its financing
program, see Business--Capital Requirements and Financing Program and

Management's Discussion and Analysis of Financial Condition and Results of
Operations in the Company's most recent Annual Report on Form 10-K
(incorporated herein by reference).
 
                       RATIO OF EARNINGS TO FIXED CHARGES
 
  In the ratio of earnings to fixed charges, earnings are determined by adding
taxes on income and fixed charges to Net Income. Fixed charges consist of
interest charges (without reduction for Allowance for Funds Used During
Construction) on long-term and short-term debt, and such portion of rentals as
is representative of the interest factor. These earnings are then divided by
total fixed charges.
 

<TABLE>
<CAPTION>
                                              12 MONTHS
                                                ENDED             YEAR
                                              MARCH 31, ------------------------
                                                1995    1994 1993 1992 1991 1990
                                              --------- ---- ---- ---- ---- ----
<S>                                           <C>       <C>  <C>  <C>  <C>  <C>
Ratio of earnings to fixed charges...........   3.08    3.19 3.36 3.02 2.93 2.69
</TABLE>

 
                            DESCRIPTION OF THE NOTES
 
  The Notes will be issued under an Indenture, dated as of April 1, 1988, as
supplemented by a First Supplemental Indenture, dated August 1, 1989, (the
Indenture) between the Company and Chemical Bank, a New York banking
corporation, as trustee (the Trustee). The statements under this heading do not
purport to be complete and are subject to the detailed provisions of the
Indenture. Wherever particular provisions of the Indenture are referred to in
the following discussion, such provisions are incorporated by reference as a
part of the statements made herein, and the statements herein are qualified in
their entirety by such reference. Except as otherwise provided, capitalized
terms used in this Prospectus shall have the meanings ascribed thereto in the
Indenture.
 
GENERAL
 
  The terms and conditions set forth hereunder will apply to each Note unless
otherwise specified herein or in the applicable Pricing Supplement and in such
Note. The Notes will be issued in fully registered certificated or book-entry
form only and will constitute a series of Securities in the maximum aggregate
principal amount of U.S. $200,000,000, or its equivalent in foreign currencies
or currency units, issued under the Indenture. Notes issued in certificated
form will be represented by certificates delivered to the purchasers designated
by the Agent. Notes issued in book-entry form will be represented by
certificates deposited with, or on behalf of, the Depositary and registered in
the name of the Depositary's nominee (Book-Entry Notes).
 
                                       4

<PAGE>
 
  The Notes will be offered on a continuing basis and each Note will mature
from 9 months to 30 years from its date of issue, as selected by the purchaser
and agreed to by the Company prior to the issuance thereof.
 
  Interest rates offered by the Company with respect to the Notes may differ
depending upon, among other things, the aggregate principal amount of the Notes
purchased in any single transaction.
 
  The Pricing Supplement for each Note will state the following: (1) the
principal amount of such Note; (2) the Specified Currency in which such Note is
denominated, including composite currencies such as the ECU; (3) the date on
which such Note will be issued; (4) the Stated Maturity of such note; (5) the
Fixed Rate if a Fixed Rate Note or, if a Floating Rate Note, the Base Rate at
which such Note will bear interest (including the Spread and/or Spread
Multiplier (each as defined below) applicable thereto and any Minimum and/or
Maximum Interest Rates (each as defined below) applicable thereto); (6) the
specified Interest Payment Date (as defined below); (7) the redemption terms,
if any, of such Note; and (8) additional terms (if any) applicable to such
Note. If the Note is denominated in a Specified Currency other than U.S.
dollars, the Pricing Supplement will include information relative to the
Specified Currency. PERSONS CONSIDERING PURCHASING NOTES DENOMINATED IN
SPECIFIED CURRENCIES OTHER THAN U.S. DOLLARS ARE ADVISED TO CONSULT WITH THEIR
INVESTMENT ADVISERS REGARDING EXCHANGE RATES AND CURRENCY CONTROLS IN EFFECT AT
THE TIME NOTES ARE PURCHASED AND REGARDING THE RISKS OF NON-U.S. CURRENCY
DENOMINATED INVESTMENTS. See Foreign Currency Risks herein.
 
INTEREST
 
 General
 
  Unless otherwise specified in the applicable Pricing Supplement, each Note
will bear interest from its date of issue at the rate per annum, in the case of
a Fixed Rate Note, or pursuant to the interest rate formula, in the case of a
Floating Rate Note, in each case as specified in the applicable Pricing
Supplement, until the principal thereof is paid or duly made available for
payment. Interest payments in respect of the Notes will equal the amount of
interest accrued from and including the immediately preceding Interest Payment
Date in respect of which interest has been paid or duly made available for
payment (or from and including the date of issue, if no interest has been paid
with respect to the applicable Note) to but excluding the related Interest
Payment Date or the maturity date, or date of redemption as the case may be.
 
  Interest will be payable in arrears on each Interest Payment Date specified
in the applicable Pricing Supplement on which an installment of interest is due
and payable and on the maturity date or date of redemption. Unless otherwise
specified in the applicable Pricing Supplement, the first payment of interest
on any Note originally issued between a Record Date (as defined below) and the
related Interest Payment Date or on an Interest Payment Date will be made on
the Interest Payment Date immediately following the next succeeding Record Date
to the Holder on such next succeeding Record Date. Unless otherwise specified
in the applicable Pricing Supplement, a "Record Date" shall be the fifteenth
calendar day (whether or not a Business Day) immediately preceding the related
Interest Payment Date.
 
 Fixed Rate Notes
 
  Unless otherwise specified in the applicable Pricing Supplement, the
"Interest Payment Dates" for the Fixed Rate Notes will be January 1 and July 1
of each year and the maturity date or date of redemption. Unless otherwise
specified in the applicable Pricing Supplement, interest on Fixed Rate Notes
will be computed on the basis of a 360-day year of twelve 30-day months.
 
  If any Interest Payment Date or the maturity date (or date of redemption) of
a Fixed Rate Note falls on a day that is not a Business Day, the required
payment of principal, premium, if any, and/or interest will be made on the next
succeeding Business Day as if made on the date such payment was due, and no
interest will accrue on such payment for the period from and after such
Interest Payment Date or the maturity date (or date of redemption), as the case
may be, to the date of such payment on the next succeeding Business Day.
 
                                       5

<PAGE>
 
 Floating Rate Notes
 
  Each Floating Rate Note will bear interest from the date of issuance until
the principal thereof is paid or made available for payment at a rate
determined by reference to an interest rate basis or formula (the Base Rate),
which may be adjusted by a Spread and/or Spread Multiplier (each as defined
below). The applicable Pricing Supplement will designate one or more of the
following Base Rates as applicable to each Floating Rate Note: (a) the CD Rate
(a CD Rate Note), (b) the Commercial Paper Rate (a Commercial Paper Rate Note),
(c) the Federal Funds Rate (a Federal Funds Rate Note), (d) LIBOR (a LIBOR
Note), (e) the Prime Rate (a Prime Rate Note), (f) the Treasury Rate (a
Treasury Rate Note), (g) the CMT Rate (a CMT Rate Note) or (h) such other Base
Rate or interest rate formula as is set forth in such Pricing Supplement and in
such Floating Rate Note. The Index Maturity for any Floating Rate Note is the
period of maturity of the instrument or obligation from which the Base Rate is
calculated and will be specified in the applicable Pricing Supplement.
 
  Unless otherwise specified in the applicable Pricing Supplement, the interest
rate on each Floating Rate Note will be calculated by reference to the
specified Base Rate (i) plus or minus the Spread, if any, and/or (ii)
multiplied by the Spread Multiplier, if any. The "Spread" is the number of
basis points (one one-hundredth of a percentage point) specified in the
applicable Pricing Supplement to be added to or subtracted from the Base Rate
for such Floating Rate Note, and the "Spread Multiplier" is the percentage
specified in the applicable Pricing Supplement to be applied to the Base Rate
for such Floating Rate Note.
 
  As specified in the applicable Pricing Supplement, a Floating Rate Note may
also have either or both of the following: (i) a maximum limitation, or
ceiling, on the rate of interest which may accrue during any interest period
(Maximum Interest Rate); and (ii) a minimum limitation, or floor, on the rate
of interest which may accrue during any interest period (Minimum Interest
Rate). In addition to any Maximum Interest Rate that may be applicable to any
Floating Rate Note pursuant to the above provisions, the interest rate on a
Floating Rate Note will in no event be higher than the maximum rate from time
to time permitted by New York law, as the same may be modified by United States
law of general application.
 
  Unless otherwise specified in the applicable Pricing Supplement, the rate of
interest on each Floating Rate Note will be reset daily, weekly, monthly,
quarterly, semiannually or annually (such period being the Interest Reset
Period for such Note, and the first day of each Interest Reset Period being an
Interest Reset Date), as specified in the applicable Pricing Supplement. Unless
otherwise specified in the Pricing Supplement, the Interest Reset Date will be,
in the case of Floating Rate Notes which reset daily, each Business Day, in the
case of Floating Rate Notes (other than Treasury Rate Notes) which reset
weekly, the Wednesday of each week; in the case of Treasury Rate Notes which
reset weekly, the Tuesday of each week, except as provided below; in the case
of Floating Rate Notes which reset monthly, the third Wednesday of each month;
in the case of Floating Rate Notes which reset quarterly, the third Wednesday
of March, June, September and December, in the case of Floating Rate Notes
which reset semiannually, the third Wednesday of two months of each year, as
specified in the applicable Pricing Supplement; and in the case of Floating
Rate Notes which reset annually, the third Wednesday of one month of each year,
as specified in the applicable Pricing Supplement; provided, however, that the
interest rate in effect from the date of issue to the first Interest Reset Date
with respect to a Floating Rate Note will be the initial interest rate set
forth in the applicable Pricing Supplement (the Initial Interest Rate). If any
Interest Reset Date for any Floating Rate Note would otherwise be a day that is
not a Business Day, such Interest Reset Date shall be postponed to the next
succeeding Business Day, except that in the case of a LIBOR Note, if such
Business Day is in the next succeeding calendar month, such Interest Reset Date
shall be the immediately preceding Business Day.
 
  Except as provided below, unless otherwise specified in the applicable
Pricing Supplement, interest on Floating Rate Notes will be payable: (i) in the
case of Floating Rate Notes with a daily, weekly or monthly Interest Reset
Date, on the third Wednesday of each month or on the third Wednesday of March,
June, September and December, as specified in the applicable Pricing
Supplement; (ii) in the case of Floating Rate Notes with a quarterly Interest
Reset Date, on the third Wednesday of March, June, September and December;
(iii) in the case of Floating Rate Notes with a semiannual Interest Reset Date,
on the third
 
                                       6

<PAGE>
 
Wednesday of the two months specified in the applicable Pricing Supplement; and
(iv) in the case of Floating Rate Notes with an annual Interest Reset Date, on
the third Wednesday of the month specified in the applicable Pricing
Supplement. If any Interest Payment Date for any Floating Rate Note would fall
on a day that is not a Business Day with respect to such Floating Rate Note,
such Interest Payment Date will be postponed to the following day that is a
Business Day with respect to such Floating Rate Note, except that, in the case
of a LIBOR Note, if such Business Day is in the next succeeding calendar month,
such Interest Payment Date shall be the immediately preceding day that is a
Business Day with respect to such LIBOR Note. If the maturity date or any
earlier redemption date of a Floating Rate Note falls on a day that is not a
Business Day, the payment of principal, premium, if any, and interest will be
made on the next succeeding Business Day, and no interest on such payment shall
accrue for the period from and after such maturity or redemption date, as the
case may be.
 
  With respect to a Floating Rate Note, accrued interest shall be calculated by
multiplying the principal amount of such Floating Rate Note by an accrued
interest factor. Such accrued interest factor will be computed by adding the
interest factors calculated for each day in the period for which interest is
being paid. Unless otherwise specified in the applicable Pricing Supplement,
the interest factor for each such day is computed by dividing the interest rate
applicable to such day by 360, in the case of CD Rate Notes, Commercial Paper
Rate Notes, Federal Funds Rate Notes, LIBOR Notes and Prime Rate Notes or by
the actual number of days in the year, in the case of Treasury Rate Notes and
CMT Rate Notes. All percentages used in or resulting from any calculation of
the rate of interest on a Floating Rate Note will be rounded, if necessary, to
the nearest one hundred-thousandth of a percentage point, with five one-
millionths of a percentage point rounded upward, and all dollar amounts used in
or resulting from such calculation on Floating Rate Notes will be rounded to
the nearest cent, with one-half cent rounded upward. The interest rate in
effect on any Interest Reset Date will be the applicable rate as reset on such
date. The interest rate applicable to any other day is the interest rate from
the immediately preceding Interest Reset Date (or, if none, the Initial
Interest Rate).
 
  Unless otherwise stated in the applicable Pricing Supplement, the calculation
agent (the Calculation Agent) with respect to any issue of Floating Rate Notes
shall be Chemical Bank. Upon the request of the holder of any Floating Rate
Note, the Calculation Agent will provide the interest rate then in effect and,
if determined, the interest rate that will become effective on the next
Interest Reset Date with respect to such Floating Rate Note.
 
  The "Interest Determination Date" pertaining to an Interest Reset Date for CD
Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes, CMT Rate
Notes and Prime Rate Notes will be the second Business Day next preceding such
Interest Reset Date. The Interest Determination Date pertaining to an Interest
Reset Date for a LIBOR Note will be the second London Business Day preceding
such Interest Reset Date. The Interest Determination Date pertaining to an
Interest Reset Date for a Treasury Rate Note will be the day of the week in
which such Interest Reset Date falls on which Treasury bills would normally be
auctioned. Treasury bills are normally sold at auction on Monday of each week,
unless that day is a legal holiday, in which case the auction is normally held
on the following Tuesday, but such auction may be held on the preceding Friday.
If, as the result of a legal holiday, an auction is so held on the preceding
Friday, such Friday will be the Interest Determination Date pertaining to the
Interest Reset Date occurring in the next succeeding week. If an auction falls
on a day that is an Interest Reset Date, such Interest Reset Date will be the
next following Business Day.
 
  Unless otherwise specified in the applicable Pricing Supplement, the
"Calculation Date," where applicable, pertaining to an Interest Determination
Date will be the earlier of (i) the tenth calendar day after such Interest
Determination Date, or, if such day is not a Business Day, the next succeeding
Business Day, or (ii) the Business Day preceding the applicable Interest
Payment Date or Maturity Date, as the case may be.
 
                                       7

<PAGE>
 
  Interest rates will be determined by the Calculation Agent as follows:
 
 CD Rate Notes
 
  CD Rate Notes will bear interest at the interest rate (calculated with
reference to the CD Rate and the Spread and/or Spread Multiplier, if any, and
subject to the Minimum Interest Rate and the Maximum Interest Rate, if any)
specified in the CD Rate Notes and in the applicable Pricing Supplement.
 
  Unless otherwise specified in the applicable Pricing Supplement, "CD Rate"
means, with respect to any Interest Determination Date, the rate on such date
for negotiable certificates of deposit having the Index Maturity designated in
the applicable Pricing Supplement as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates," or any successor publication of the Board of Governors of the Federal
Reserve System (H.15(519)) under the heading "CDs (Secondary Market)," or, if
not so published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the CD Rate will be the rate on
such Interest Determination Date for negotiable certificates of deposit of the
Index Maturity designated in the applicable Pricing Supplement as published by
the Federal Reserve Bank of New York in its daily statistical release
"Composite 3:30 P.M. Quotations for U.S. Government Securities" (the Composite
Quotations) under the heading "Certificates of Deposit." If such rate is not
yet published in either H.15(519) or the Composite Quotations by 3:00 P.M., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, the CD Rate on such Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic mean of the
secondary market offered rates as of 10:00 A.M., New York City time, on such
Interest Determination Date for certificates of deposit in an amount that is
representative for a single transaction at that time with a remaining maturity
closest to the Index Maturity designated in the Pricing Supplement of three
leading nonbank dealers in negotiable U.S. dollar certificates of deposit in
New York City selected by the Calculation Agent for negotiable certificates of
deposit of major United States money center banks; provided, however, that if
the dealers selected as aforesaid by the Calculation Agent are not quoting as
set forth above, the CD Rate in effect for the applicable period will be the
same as the CD Rate for the immediately preceding Interest Reset Period (or, if
there was no such Interest Reset Period, the rate of interest payable on the CD
Rate Notes for which such CD Rate is being determined shall be the Initial
Interest Rate).
 
 Commercial Paper Rate Notes
 
  Commercial Paper Rate Notes will bear interest at the interest rate
(calculated with reference to the Commercial Paper Rate and the Spread and/or
Spread Multiplier, if any, and subject to the Minimum Interest Rate and the
Maximum Interest Rate, if any) specified in the Commercial Paper Rate Notes and
in the applicable Pricing Supplement.
 
  Unless otherwise specified in the applicable Pricing Supplement, "Commercial
Paper Rate" means, with respect to any Interest Determination Date, the Money
Market Yield (as defined below) of the rate on such date for commercial paper
having the Index Maturity specified in the applicable Pricing Supplement, as
such rate shall be published in H.15(519), under the heading "Commercial
Paper." In the event that such rate is not published by 9:00 A.M., New York
City time, on the Calculation Date pertaining to such Interest Determination
Date, then the Commercial Paper Rate shall be the Money Market Yield of the
rate on such Interest Determination Date for commercial paper of the specified
Index Maturity as published in Composite Quotations under the heading
"Commercial Paper." If by 3:00 P.M., New York City time, on such Calculation
Date such rate is not yet available in either H.15(519) or Composite
Quotations, then the Commercial Paper Rate shall be the Money Market Yield of
the arithmetic mean of the offered rates as of 11:00 A.M., New York City time,
on such Interest Determination Date of three leading dealers of commercial
paper in New York City selected by the Calculation Agent for commercial paper
of the specified Index Maturity, placed for an industrial issuer whose bond
rating is "AA," or the equivalent, from a nationally
 
                                       8

<PAGE>
 
recognized statistical rating organization; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not quoting offered
rates as mentioned in this sentence, the Commercial Paper Rate in effect for
the applicable period will be the same as the Commercial Paper Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the rate of interest payable on the Commercial Paper Rate Notes
for which such Commercial Paper Rate is being determined shall be the Initial
Interest Rate).
 
  "Money Market Yield" shall be a yield calculated in accordance with the
following formula:
 

<TABLE>
<S>                   <C>           <C>
                         D X 360
                      -------------
Money Market Yield =                X 100
                      360 - (D X M)
</TABLE>

 
where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal, and "M" refers to the
actual number of days for which interest is being calculated.
 
 Federal Funds Rate Notes
 
  Federal Funds Rate Notes will bear interest at the interest rate (calculated
with reference to the Federal Funds Rate and the Spread and/or Spread
Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum
Interest Rate, if any) specified in the Federal Funds Rate Notes and in the
applicable Pricing Supplement.
 
  Unless otherwise specified in the applicable Pricing Supplement, the "Federal
Funds Rate" means, with respect to any Interest Determination Date, the rate on
such date for Federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)," or, if not so published by 9:00 A.M., New York
City time, on the Calculation Date pertaining to such Interest Determination
Date, the Federal Funds Rate will be the rate on such Interest Determination
Date as published in the Composite Quotations under the heading "Federal
Funds/Effective Rate." If such rate is not yet published in either H.15(519) or
the Composite Quotations by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, the Federal Funds Rate for
such Interest Determination Date will be calculated by the Calculation Agent
and will be the arithmetic mean of the rates for the last transaction in
overnight Federal funds, as of 9:00 A.M., New York City time, on such Interest
Determination Date, arranged by three leading brokers of Federal funds
transactions in New York City selected by the Calculation Agent; provided,
however, that if the brokers selected as aforesaid by the Calculation Agent are
not quoting as set forth above, the Federal Funds Rate in effect for the
applicable period will be the same as the Federal Funds Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the rate of interest payable on the Federal Funds Rate Notes for
which such Federal Funds Rate is being determined shall be the Initial Interest
Rate).
 
 LIBOR Notes
 
  LIBOR Notes will bear interest at the interest rate (calculated with
reference to LIBOR and the Spread and/or Spread Multiplier, if any, and subject
to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified
in the LIBOR Notes and in the applicable Pricing Supplement.
 
  Unless otherwise specified in the applicable Pricing Supplement, "LIBOR" for
each Interest Determination Date will be determined by the Calculation Agent as
follows:
 
    (i) As of the Interest Determination Date, LIBOR will be either: (a) if
  "LIBOR Reuters" is specified in the applicable Pricing Supplement, the
  arithmetic mean of the offered rates (unless the specified Designated LIBOR
  Page (as defined below) by its terms provides only for a single rate, in
  which case such single rate shall be used) for deposits in the Index
  Currency having the Index Maturity
 
                                       9

<PAGE>
 
  designated in the applicable Pricing Supplement, commencing on the second
  London Business Day immediately following such Interest Determination Date,
  that appear on the Designated LIBOR Page as of 11:00 A.M., London time, on
  that Interest Determination Date, if at least two such offered rates appear
  (unless, as aforesaid, only a single rate is required) on such Designated
  LIBOR Page, or (b) if "LIBOR Telerate" is specified in the applicable
  Pricing Supplement, the rate for deposits in the Index Currency having the
  Index Maturity designated in the applicable Pricing Supplement, commencing
  on the second London Business Day immediately following such Interest
  Determination Date, that appears on the Designated LIBOR Page as of 11:00
  A.M., London time, on that Interest Determination Date. If fewer than two
  offered rates appear (if "LIBOR Reuters" is specified in the applicable
  Pricing Supplement) (or no rate appears, if as aforesaid, only a single
  rate is required) or no rate appears (if "LIBOR Telerate" is specified in
  the applicable Pricing Supplement), LIBOR in respect of the related
  Interest Determination Date will be determined as if the parties had
  specified the rate described in clause (ii) below.
 
    (ii) With respect to an Interest Determination Date on which fewer than
  two offered rates appear (if "LIBOR Reuters" is specified in the applicable
  Pricing Supplement) (or on which no rate appears, if as aforesaid, only a
  single rate is required) or no rate appears (if "LIBOR Telerate" is
  specified in the applicable Pricing Supplement), the Calculation Agent will
  request the principal London offices of each of four major reference banks
  in the London interbank market, as selected by the Calculation Agent, to
  provide the Calculation Agent with its offered quotation for deposits in
  the Index Currency for the period of the Index Maturity designated in the
  applicable Pricing Supplement, commencing on the second London Business Day
  immediately following such Interest Determination Date, to prime banks in
  the London interbank market at approximately 11:00 A.M., London time, on
  such Interest Determination Date and in a principal amount of not less than
  $1,000,000 (or the equivalent in the Index Currency, if the Index Currency
  is not the U.S. dollar) that is representative for a single transaction in
  such Index Currency in such market at such time. If at least two such
  quotations are provided, LIBOR determined on such Interest Determination
  Date will be the arithmetic mean of such quotations. If fewer than two
  quotations are provided, LIBOR determined on such Interest Determination
  Date will be the arithmetic mean of the rates quoted at approximately 11:00
  A.M. (or such other time specified in the applicable Pricing Supplement),
  in the applicable Principal Financial Center for the country of the Index
  Currency on such Interest Determination Date, by three major banks in such
  Principal Financial Center selected by the Calculation Agent for loans in
  the Index Currency to leading European banks, having the Index Maturity
  designated in the applicable Pricing Supplement and in a principal amount
  of not less than $1,000,000 commencing on the second London Business Day
  immediately following such Interest Determination Date (or the equivalent
  in the Index Currency, if the Index Currency is not the U.S. dollar) that
  is representative for a single transaction in such Index Currency in such
  market at such time; provided, however, that if the banks so selected by
  the Calculation Agent are not quoting as mentioned in this sentence, LIBOR
  in effect for the applicable period will be the same as LIBOR for the
  immediately preceding Interest Reset Period (or, if there was no such
  Interest Reset Period, the rate of interest payable on the LIBOR Notes for
  which such LIBOR is being determined shall be the Initial Interest Rate).
 
  "Index Currency" means the currency (including composite currencies)
specified in the applicable Pricing Supplement as the currency for which LIBOR
shall be calculated. If no such currency is specified in the applicable Pricing
Supplement, the Index Currency shall be U.S. dollars.
 
  "Designated LIBOR Page" means either (a) if "LIBOR Reuters" is designated in
the applicable Pricing Supplement, the display on the Reuters Monitor Money
Rates Service for the purpose of displaying the London interbank rates of major
banks for the applicable Index Currency, or (b) if "LIBOR Telerate" is
designated in the applicable Pricing Supplement, the display on the Dow Jones
Telerate Service for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency. If neither LIBOR Reuters nor
LIBOR Telerate is specified in the applicable Pricing Supplement, LIBOR for the
applicable Index Currency will be determined as if LIBOR Telerate (and, if the
U.S. dollar is the Index Currency, Page 3750) had been specified.
 
                                       10

<PAGE>
 
 Prime Rate Notes
 
  Prime Rate Notes will bear interest at the interest rate (calculated with
reference to the Prime Rate and the Spread and/or Spread Multiplier, if any,
and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any)
specified in the Prime Rate Notes and in the applicable Pricing Supplement.
 
  Unless otherwise specified in the applicable Pricing Supplement, "Prime Rate"
means, with respect to any Interest Determination Date, the rate set forth in
H.15(519) for such date opposite the caption "Bank Prime Loan." If such rate is
not yet published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Prime Rate for such
Interest Determination Date will be the arithmetic mean of the rates of
interest publicly announced by each bank named on the Reuters Screen NYMF Page
(as defined below) as such bank's prime rate or base lending rate as in effect
for such Interest Determination Date as quoted on the Reuters Screen NYMF Page
on such Interest Determination Date, or, if fewer than four such rates appear
on the Reuters Screen NYMF Page for such Interest Determination Date, the rate
shall be the arithmetic mean of the prime rates quoted on the basis of the
actual number of days in the year divided by 360 as of the close of business on
such Interest Determination Date by at least two of the three major money
center banks in New York City selected by the Calculation Agent from which
quotations are requested. If fewer than two quotations are provided, the Prime
Rate shall be calculated by the Calculation Agent and shall be determined as
the arithmetic mean on the basis of the prime rates in New York City by the
appropriate number of substitute banks or trust companies organized and doing
business under the laws of the United States, or any State thereof, in each
case having total equity capital of at least U.S. $500 million and being
subject to supervision or examination by federal or state authority, selected
by the Calculation Agent to quote such rate or rates; provided, however, that
if the banks or trust companies selected as aforesaid by the Calculation Agent
are not quoting as set forth above, the "Prime Rate" in effect for the
applicable period will be the same as the Prime Rate for the immediately
preceding Interest Reset Period (or, if there was no such Interest Reset
Period, the rate of interest payable on the Prime Rate Notes for which such
Prime Rate is being determined shall be the Initial Rate). "Reuters Screen NYMF
Page" means the display designated as Page "NYMF" on the Reuters Monitor Money
Rates Services (or such other page as may replace the NYMF Page on that service
for the purpose of displaying prime rates or base lending rates of major United
States banks).
 
 Treasury Rate Notes
 
  Treasury Rate Notes will bear interest at the interest rate (calculated with
reference to the Treasury Rate and the Spread and/or Spread Multiplier, if any,
and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any)
specified in the Treasury Rate Notes and in the applicable Pricing Supplement.
 
  Unless otherwise specified in the applicable Pricing Supplement, the
"Treasury Rate" means, with respect to any Interest Determination Date, the
rate for the auction held on such date of direct obligations of the United
States (Treasury Bills) having the Index Maturity designated in the applicable
Pricing Supplement, as published in H.15(519) under the heading "Treasury Bills
auction average (investment)" or, if not so published by 9:00 A.M., New York
City time, on the Calculation Date pertaining to such Interest Determination
Date, the auction average rate on such Interest Determination Date (expressed
as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable,
and applied on a daily basis) as otherwise announced by the United States
Department of the Treasury. In the event that the results of the auction of
Treasury Bills having the Index Maturity designated in the applicable Pricing
Supplement are not published or reported as provided above by 3:00 P.M., New
York City time, on such Calculation Date or if no such auction is held on such
Interest Determination Date, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) calculated using the arithmetic mean of the
 
                                       11

<PAGE>
 
secondary market bid rates, as of approximately 3:30 P.M., New York City time,
on such Interest Determination Date, of three leading primary United States
government securities dealers selected by the Calculation Agent for the issue
of Treasury Bills with a remaining maturity closest to the Index Maturity
designated in the applicable Pricing Supplement; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not quoting bid
rates as mentioned in this sentence, the Treasury Rate for such Interest Reset
Date will be the same as the Treasury Rate for the immediately preceding
Interest Reset Period (or, if there was no such Interest Reset Period, the rate
of interest payable on the Treasury Rate Notes for which the Treasury Rate is
being determined shall be the Initial Interest Rate).
 
 CMT Rate Notes
 
  CMT Rate Notes will bear interest at the interest rate (calculated with
reference to the CMT Rate and the Spread and/or Spread Multiplier, if any, and
subject to the Minimum Interest Rate and the Maximum Interest Rate, if any)
specified in the CMT Rate Notes and in the applicable Pricing Supplement.
 
  Unless otherwise indicated in an applicable Pricing Supplement, "CMT Rate"
means, with respect to any Interest Determination Date, the rate displayed on
the Designated CMT Telerate Page (as defined below) under the caption
". . .Treasury Constant Maturities. . .Federal Reserve Board Release
H.15. . .Mondays Approximately 3:45 P.M.," under the column for the Designated
CMT Maturity Index (as defined below) for (i) if the Designated CMT Telerate
Page is 7055, such Interest Determination Date and (ii) if the Designated CMT
Telerate Page is 7052, the week or the month, as applicable, ended immediately
preceding the week in which the related Interest Determination Date occurs. If
such rate is no longer displayed on the relevant page, or if not displayed by
3:00 P.M., New York City time, on the related Calculation Date, then the CMT
Rate for such Interest Determination Date will be such Treasury Constant
Maturity rate for the Designated CMT Maturity Index as published in the
relevant H.15(519). If such rate is no longer published, or, if not published
by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT
Rate for such Interest Determination Date will be such Treasury Constant
Maturity rate for the Designated CMT Maturity Index (or other United States
Treasury rate for the Designated CMT Maturity Index) for the Interest
Determination Date with respect to such Interest Reset Date as may then be
published by either the Board of Governors of the Federal Reserve System or the
United States Department of the Treasury that the Calculation Agent determines
to be comparable to the rate formerly displayed on the Designated CMT Telerate
Page and published in the relevant H.15(519). If such information is not
provided by 3:00 P.M., New York City time, on the related Calculation Date,
then the CMT Rate for the Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic mean
of the secondary market closing offer side prices as of approximately 3:30
P.M., New York City time, on the Interest Determination Date reported,
according to their written records, by three leading primary United States
government securities dealers (each, a Reference Dealer) in New York City
(which may include the Agents or their affiliates) selected by the Calculation
Agent (from five such Reference Dealers selected by the Calculation Agent,
after consultation with the Company, and eliminating the highest quotation (or,
in the event of equality, one of the highest) and the lowest quotation (or, in
the event of equality, one of the lowest)), for the most recently issued direct
noncallable fixed rate obligations of the United States (Treasury notes) with
an original maturity of approximately the Designated CMT Maturity Index and
remaining term to maturity of not less than such Designated CMT Maturity Index
minus one year. If the Calculation Agent cannot obtain three such Treasury
notes quotations, the CMT Rate for such Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to maturity based on
the arithmetic mean of the secondary market closing offer side prices as of
approximately 3:30 P.M., New York City time, on the Interest Determination Date
of three Reference Dealers in New York City (from five such Reference Dealers
selected by the Calculation Agent and eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest quotation (or, in the
event of equality, one of the lowest)), for Treasury notes with an original
maturity of the number of years that is the next highest to the Designated CMT
Maturity Index and a remaining term to maturity closest to the Designated CMT
Maturity Index and in an amount of
 
                                       12

<PAGE>
 
at least U.S. $100,000,000. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be based on the
arithmetic mean of the offer prices obtained and neither the highest nor the
lowest of such quotes will be eliminated; provided however, that if fewer than
three Reference Dealers selected by the Calculation Agent are quoting as
described herein, the CMT Rate for such Interest Reset Date will be the same as
the CMT Rate for the immediately preceding Interest Reset Period (or, if there
was no such Interest Reset Period, the rate of interest payable on the CMT Rate
Notes for which the CMT Rate is being determined shall be the Initial Interest
Rate). If two Treasury notes with an original maturity as described in the
second preceding sentence have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the quotes for the Treasury note with the
shorter remaining term to maturity will be used.
 
  "Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service on the page designated in an applicable Pricing Supplement (or any
other page as may replace such page on that service for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519)), for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519). If
no such page is specified in the applicable Pricing Supplement, the Designated
CMT Telerate Page shall be 7052, for the most recent week.
 
  "Designated CMT Maturity Index" shall be the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified in an applicable Pricing Supplement with respect to which the CMT
Rate will be calculated. If no such maturity is specified in the applicable
Pricing Supplement, the Designated CMT Maturity Index shall be two years.
 
PURCHASE PRICE; REGISTERED FORM; MINIMUM DENOMINATION
 
  Each Note will be issued for a purchase price equal to 100% of the principal
amount thereof (unless otherwise provided in the applicable Pricing Supplement)
in fully registered certificated or book-entry form. Unless otherwise specified
in the applicable Pricing Supplement, each Note will be issued in a minimum
denomination of U.S. $1,000 and integral multiples of U.S. $1,000 in excess
thereof or, in the case of a Note denominated in a Specified Currency other
than U.S. dollars, a minimum denomination of the equivalent of U.S. $1,000 in
said Specified Currency, as determined by application of the Exchange Rate on
the Business Day immediately preceding the trade date for such Notes, rounded
down to an integral multiple of 1,000 units of such Specified Currency, and in
any amount in excess thereof that is an integral multiple of 1,000 units of
such Specified Currency. The Pricing Supplement with respect to each Note being
offered will set forth the Stated Maturity thereof and the interest rate
thereon.
 
REDEMPTION OR CONVERSION
 
  No Note will be subject to conversion, amortization, or any sinking fund,
unless otherwise provided in the Pricing Supplement therefor. The Notes will be
subject to redemption by the Company on and after their respective Redemption
Dates, if any. Redemption Dates and the applicable Redemption Prices, if any,
will be fixed at the time of sale and set forth in the applicable Pricing
Supplement and on the applicable Note. If no Redemption Date or Redemption
Price is indicated with respect to a Note, such Note will not be redeemable
prior to Stated Maturity. On and after the Redemption Date, the applicable Note
will be redeemable in whole or in part (provided that any remaining principal
amount of such Note shall be equal to an authorized denomination thereof) at
the option of the Company at the applicable Redemption Price, together with
interest thereon payable to the date of redemption, on notice given not more
than 60 nor less than 30 days prior to the date of redemption. Notwithstanding
the foregoing, if a date prior to which the Company may not redeem the Note as
a part of, or in anticipation of, a refunding operation (Limitation Date) is
specified in the applicable Pricing Supplement, the Company may not redeem the
Note prior to the Limitation Date as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of monies
borrowed having an interest cost to the Company of less than the rate
(Refunding Rate) specified in such Pricing Supplement.
 
                                       13

<PAGE>
 
PRIORITY
 
  All of the Notes will be unsecured and will rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company. Substantially all of
the Company's assets are subject to a first and prior lien in favor of holders
of its First and Refunding Mortgage Bonds (the Bonds), of which approximately
$2.9 billion aggregate principal amount are outstanding as of the date hereof.
Additional Bonds of any series may be issued from time to time without limit in
aggregate principal amount, but not in excess of the amount authorized by the
Company's stockholder (presently $5 billion), subject to certain financial
tests. Such tests presently would permit the issuance of approximately $.8
billion principal amount of Bonds in addition to those outstanding, for an
aggregate principal amount of approximately $3.7 billion.
 
PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST
 
  Payments of principal of (and premium, if any) and interest on all Notes will
be made by the Company to the registered owners of such Notes, which in the
case of Book-Entry Notes is the Depositary or its nominee. Neither the Company
nor the Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Book-Entry Note, or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests. The Company
expects that the Depositary, upon receipt of any payment of principal of (and
premium, if any) or interest in respect of a Book-Entry Note, will credit
immediately the accounts of the related participants with payment in amounts
proportionate to their respective holdings in principal amount of beneficial
interest in such Book-Entry Note as shown on the records of the Depositary. The
Company also expects that payments by participants to owners of beneficial
interests in a Book-Entry Note will be governed by standing customer
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name" and
will be the responsibility of such participants.
 
  Payments of principal of (and premium, if any) and interest on all Notes will
be made in the applicable Specified Currency; provided, however, that Holders
of Notes denominated in a Specified Currency other than U.S. dollars may, by
following the procedures described in the next paragraph, elect to have
principal and interest payments converted into U.S. dollars. Payments of
principal of and interest on Notes made in a Specified Currency other than U.S.
dollars will be made by wire transfer to an account designated by the Holder at
a bank outside of the United States. Payments of principal of (and premium, if
any) and interest on Notes paid in U.S. dollars and issued in certificated form
will be made by wire transfer to an account designated by the Holder or, in the
absence of such designation, by check mailed to the address of the Holder as it
appears on the Security Register maintained by the Trustee acting in its
capacity as Security Registrar for the Notes. The Holder shall make such
designation by filing the appropriate information with the Trustee at its
Corporate Trust Office in New York City on or prior to the Record Date for an
Interest Payment Date or at least 16 days prior to Stated Maturity (or date of
redemption), or with respect to Notes denominated in a currency other than U.S.
dollars, in connection with any transfer after such 16th day. Until such Note
is transferred or until the Trustee receives notice to the contrary, the
Trustee will make such payment and all succeeding payments to such Holders of
Notes by wire transfer to the designated account. Payments of interest with
respect to Notes will be made to the Holder appearing on the Security Register
on the applicable Record Date (as defined below) or, in the case of interest
payable at Stated Maturity or earlier redemption, to the person presenting the
Note for payment of principal (and premium, if any).
 
  The Holder of a Note denominated in a Specified Currency other than U.S.
dollars may elect to receive payment of the principal of and interest on the
Note in U.S. dollars by transmitting a written request for such payment to the
Trustee at its Corporate Trust Office in New York City on or prior to the
Record Date or at least 16 days prior to Stated Maturity (or date of
redemption), as the case may be. Such request may be in writing (mailed or hand
delivered) or by cable, telex or other form of facsimile transmission. The
Holder of a Note denominated in a Specified Currency other than U.S. dollars
may elect to receive payment in U.S. dollars for all principal and interest
payments and need not file a separate election for each payment. Such election
will remain in effect until such Note is transferred or until such election is
changed by written notice
 
                                       14

<PAGE>
 
to the Trustee, but written notice of any such change must be received by the
Trustee on or prior to the Record Date or at least 16 days prior to the Stated
Maturity (or date of redemption), as the case may be. Holders of Notes
denominated in a Specified Currency other than U.S. dollars whose Notes are to
be held in the name of a broker or nominee should contact such broker or
nominee to determine whether and how an election to receive payments in U.S.
dollars may be made.
 
  The U.S. dollar amount to be received by a Holder of a Note denominated in a
Specified Currency other than U.S. dollars who elects to receive one or more
payments of principal and interest in U.S. dollars will be based on the highest
bid quotation in New York City received by the Exchange Rate Agent as of 11:00
A.M., New York City time, on the second Business Day preceding the applicable
payment date from three recognized foreign exchange dealers (one of which may
be the Exchange Rate Agent) for the purchase by the quoting dealer of the
Specified Currency for U.S. dollars for settlement on such payment date in the
aggregate amount of the Specified Currency payable to all Holders of Notes
electing to receive U.S. dollar payments and at which the applicable dealer
commits to execute a contract. If such bid quotations are not available,
payments will be made in the Specified Currency. All currency exchange costs in
respect of any such payment will be borne by the Holder of the Note to which
the payment relates by deduction from such payment.
 
  The "Record Date" with respect to any Interest Payment Date shall be the
fifteenth day of the month preceding such Interest Payment Date, whether or not
such day is a Business Day. Notwithstanding the foregoing, in the case of a
Note issued between a Record Date and the Interest Payment Date relating to
such Record Date, interest for the period beginning on the date of issue and
ending on such Interest Payment Date will be paid to the person to whom such
Note shall have been originally issued. Payments of the principal of (and
premium, if any) and interest on a Note at Stated Maturity, or earlier
redemption will be made in immediately available funds (at a bank outside the
United States, in the case of payments made in a Specified Currency other than
U.S. dollars) in the Specified Currency, upon surrender of the Note to the
Trustee. See Important Information and Foreign Currency Risks.
 
  In order for a Holder of a Note who has elected to receive payments of
interest and principal in a Specified Currency other than U.S. dollars to
receive such payments by wire transfer, such Holder must designate an
appropriate account with a bank located in the country of such Specified
Currency. Such designation shall be made by filing the appropriate information
with the Trustee at its Corporate Trust Office in New York City on or prior to
the Record Date for an Interest Payment Date or at least 16 days prior to
Stated Maturity (or date of redemption) or in connection with any transfer
after such 16th day. Until such Note is transferred or until the Trustee
receives notice to the contrary, the Trustee will make such payments to such
Holder by wire transfer to the designated account. If a payment cannot be made
by wire transfer because the required information has not been received by the
Trustee on or before the requisite date, a notice will be mailed to the Holder
of such a Note at its registered address requesting such information, and no
such payment shall be made until such designation is made. The Company will pay
any administrative costs imposed by banks in connection with making wire
transfers of payments, but any tax, assessment, governmental or other charges
imposed upon such payments will be borne by the Holder of the Note in respect
of which the payment is made and deducted from said payment.
 
  The Trustee maintains in the Borough of Manhattan, New York City, an office
where Notes may be presented for payment and may be transferred or exchanged.
Principal (and premium, if any) and interest at the Stated Maturity or upon
earlier redemption will be payable, and Notes will be transferable, at the
Corporate Trust Office of the Trustees, which presently is located at 450 W.
33rd Street, New York, New York 10001.
 
UNAVAILABILITY OF PAYMENT CURRENCY
 
  If the principal of, or interest on, any Note is payable in a Specified
Currency other than U.S. dollars and such Specified Currency is not available
to the Company for making payments thereof on the date such payments are due,
because of the imposition of exchange controls or other circumstances beyond
the control of the Company, the Company will be entitled to satisfy its
obligations to Holders of the Notes by making
 
                                       15

<PAGE>
 
such payment in U.S. dollars on the basis of the Exchange Rate as of the most
recent date prior thereto on which an Exchange Rate was available. Any payment
made under such circumstances in U.S. dollars where the required payment is in
a Specified Currency other than U.S. dollars will not constitute an Event of
Default under the Indenture. A determination made in good faith by the Company
as to the unavailability of a currency shall be binding upon the Trustee and
the Holders of Notes. See Foreign Currency Risks.
 
BOOK-ENTRY NOTES
 
  The Notes may be issued in whole or in part in the form of one or more Book-
Entry Notes which will be deposited with, or on behalf of, the Depositary and
registered in the name of the Depositary or its nominee. Except as set forth
below, a Book-Entry Note may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or any nominee to a
successor of the Depositary or a nominee of such successor.
 
  Upon the issuance of Notes by the Company represented by Book-Entry Notes,
the Depositary will credit, on its book-entry registration and transfer system,
the respective principal amounts of beneficial interests in each Book-Entry
Note to the accounts of participants. The accounts to be credited shall be
designated by the Agents or underwriters of such beneficial interests, as the
case may be, or by the Company, if such beneficial interests are offered and
sold directly by the Company. Ownership of beneficial interests in a Book-Entry
Note will be limited to participants or persons that may hold interests through
participants. Ownership of beneficial interests in a Book-Entry Note will be
shown on, and the transfer of that ownership will be effected only through
records maintained by the Depositary (with respect to interests of
participants), or by participants or persons that may hold interests through
participants (with respect to interests of persons other than participants).
The laws of some states require that certain purchasers of securities take
physical delivery of such securities in certificated form. Such limits and such
laws may impair the ability to transfer beneficial interests in a Book-Entry
Note.
 
  So long as the Depositary or its nominee is the registered owner of a Book-
Entry Note, the Depositary or its nominee, as the case may be, will be
considered the Holder of such Book-Entry Note for all purposes under the
Indenture. Except as provided below, owners of beneficial interests in a Book-
Entry Note will not be entitled to have Notes registered in their names, will
not receive or be entitled to receive physical delivery of Notes in
certificated form and will not be considered the owners or holders thereof
under the Indenture.
 
  If the Depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by the Company within 90
days, the Company will issue Notes in certificated form in exchange for each
Book-Entry Note. In addition, the Company may at any time determine not to have
Book-Entry Notes, and, in such event, will issue Notes in certificated form in
exchange for the beneficial interests in each Book-Entry Note. In either such
instance, an owner of a beneficial interest in a Book-Entry Note will be
entitled to physical delivery in certificated form of Notes equal in principal
amount to such beneficial interest and to have such Notes registered in its
name. Unless otherwise specified in the applicable Pricing Supplement, Notes so
issued in certificated form will be issued in denominations of U.S. $1,000 and
integral multiples of U.S. $1,000 in excess thereof and will be issued in
registered form only, without coupons.
 
  The Depositary has advised the Company and the Agents that it is a limited-
purpose trust company organized under the laws of the State of New York, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the Uniform Commercial Code and a "clearing agency" registered
pursuant to the provisions of Section 17A of the 1934 Act. The Depositary was
created to hold securities of its participants and to facilitate the clearance
and settlement of securities transactions among its participants in such
securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. The Depositary's participants include securities brokers and
dealers (including the Agents), banks, trust companies, clearing corporations
and certain other organizations, some of whom (and/or their representatives)
own the Depositary. Access to the Depositary's book-entry system is also
available to others, such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a participant, either
directly or indirectly. Persons who are not participants may beneficially own
securities held by the Depositary only through participants.
 
                                       16

<PAGE>
 
THE INDENTURE
 
  The Indenture provides that, in addition to the Notes offered hereby,
additional debt securities (including both interest bearing and original issue
discount securities in both bearer form and certificated or book-entry
registered form) may be issued thereunder, without limitation as to the
aggregate principal amount (Section 301). The Indenture does not limit the
amount of other debt, secured or unsecured, which may be issued by the Company.
 
  Except as may be described in the applicable Pricing Supplement, there are no
covenants or other provisions in the Indenture providing for a put or increased
interest or otherwise that would afford Holders of the Notes additional
protection in the event of a recapitalization transaction, a change of control
of the Company or a highly leveraged transaction. However, any such transaction
would require regulatory approval, and management of the Company believes such
approval would be unlikely for a transaction that would result in the Company
having a highly leveraged capital structure.
 
  No service charge will be made for any transfer or exchange of Notes, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith (Section 305).
 
  The Indenture provides that the Notes may be issued at various times, may
have differing Stated Maturities, may have varying redemption provisions and
may bear interest at differing rates.
 
EVENTS OF DEFAULT
 
  The following constitute Events of Default under the Indenture with respect
to the Notes: (1) default in the payment of principal of (and premium, if any)
on any Note when due and the continuation thereof uncured for a period of three
Business Days; (2) default in the payment of interest on any Note when due and
the continuation thereof uncured for a period of 30 days; (3) default in the
performance or breach of any other covenant or warranty of the Company in the
Indenture (other than a covenant included in the Indenture solely for the
benefit of one or more series of Securities other than the Notes), and the
continuation thereof uncured for a period of 60 days after written notice as
provided in the Indenture; (4) default in the payment of principal or interest
on, or acceleration of, Securities of any other series issued under the
Indenture or any other bond, debenture, note or other evidence of indebtedness
for borrowed money, in an aggregate amount exceeding U.S. $5,000,000, of the
Company which default is not cured or acceleration not annulled or indebtedness
not discharged, within a period of 90 days after written notice as provided in
the Indenture; and (5) certain events of bankruptcy, insolvency or
reorganization (Section 501). No Event of Default with respect to the Notes
necessarily constitutes an Event of Default with respect to other Securities
issued under the Indenture.
 
  If an Event of Default with respect to the Notes occurs and is continuing,
either the Trustee or the Holders of at least 33% in aggregate principal amount
of the outstanding Notes may declare the principal amount of all Notes to be
due and payable immediately. At any time after a declaration of acceleration
with respect to Notes has been made, but before a judgment or decree based on
such acceleration has been obtained, the Holders of a majority in principal
amount of the outstanding Notes may, under certain circumstances, rescind and
annul such acceleration (Section 502).
 
  The Indenture provides that, subject to the duty of the Trustee during the
pendency of a default to act with the required standard of care, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the Holders, unless such
Holders shall have offered to the Trustee reasonable indemnity therefor
(Section 603). Subject to such provisions for the indemnification of the
Trustee, the Holders of a majority in principal amount of the outstanding Notes
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or the exercise of any
trust or power conferred on the Trustee, with respect to the Notes (Section
512). The right of the Holder of a Note to institute a proceeding with respect
to the Indenture is subject to certain conditions precedent, but each Holder
has an absolute right to receive payment of the principal of
 
                                       17

<PAGE>
 
(and premium, if any) and interest on the Note held by such Holder when due and
to institute suit for the enforcement of any such right of payment (Sections
507 and 508). The Indenture provides that the Trustee, within 90 days after the
occurrence of a default with respect to the Notes, is required to give the
Holders of the Notes notice of such default unless cured or waived, provided
that, except in the case of default in the payment of principal of (and
premium, if any) or interest on any Note, the Trustee may withhold such notice
if it determines it is in the interest of the Holders to do so (Section 602).
 
  The Company is required under the terms of the Indenture to furnish annually
to the Trustee a statement as to the performance by the Company of certain of
its obligations thereunder and as to any default in such performance (Section
1008).
 
CONCERNING THE TRUSTEE
 
  Chemical Bank, which is the Trustee under the Indenture, acts as a depository
of funds of, has made or from time to time in the future may make loans to, and
acts as trustee with respect to other debt of and performs certain other
services for, the Company and certain of its affiliates in the normal course of
its business. It has purchased, and is likely to purchase in the future,
securities of the Company and its affiliates.
 
LISTING
 
  The Notes will not be listed on any national or regional securities exchange.
 
                             FOREIGN CURRENCY RISKS
 
EXCHANGE RATES
 
  An investment in Notes denominated in a foreign currency or currency unit
entails significant risks that are not associated with Notes denominated in
U.S. dollars. Such risks include, but are not limited to, the possibility of
significant changes in rates of exchange between the U.S. dollar and various
foreign currencies and the possibility of the imposition or modification of
foreign exchange controls by either the United States or foreign governments.
The imposition or modification of exchange or currency controls is a sovereign
right of governments. The risks associated with Notes denominated in foreign
currencies or currency units also depend on economic and political events or
actions over which the Company has no control. In past years, rates of exchange
between the U.S. dollar and certain foreign currencies have been highly
volatile and such volatility may be expected in the future. Fluctuations in any
particular rate of exchange that have occurred in the past are not necessarily
indicative of fluctuations that may occur during the term of any Note
denominated in a Specified Currency other than U.S. dollars. Depreciation of a
Specified Currency against the U.S. dollar would result in a decrease in the
effective yield of such Note below its stated interest rate and could result in
a loss to the investor on a U.S. dollar basis.
 
EXCHANGE AND CURRENCY CONTROLS
 
  Governments have imposed from time to time, and may in the future impose or
modify, exchange controls that would affect exchange rates as well as the
availability of a Specified Currency (other than U.S. dollars) on the date
interest payments are due or at a Note's maturity. The imposition or
modification of exchange or currency controls may not be a matter of public
knowledge prior to its occurrence. Even if there are no actual exchange
controls, it is possible that a foreign currency or currency unit that is the
Specified Currency for a particular Note would not be available on the date
interest payments are due or at such Note's maturity. In that event, the
Company will make required payments in U.S. dollars on the basis of the
Exchange Rate (as defined under Important Information) as of the most recent
date prior thereto for which an Exchange Rate is available. See Description of
the Notes--Unavailability of Payment Currency. For holders of Notes denominated
in a Specified Currency (other than U.S. dollars) who elect to receive payments
of principal and interest in U.S. dollars, payments will nevertheless be made
in the Specified Currency in the event bid quotations for the purchase of the
Specified Currency for U.S. dollars are not available. See Description of the
Notes--Payment of Principal, Premium and Interest.
 
                                       18

<PAGE>
 
GOVERNING LAW; JUDGMENTS
 
  The Notes will be governed by and construed in accordance with the laws of
the State of New York. In the event an action based on Notes denominated in a
Specified Currency other than U.S. dollars were commenced in a court in the
United States, it is likely that such court would grant judgment relating to
the Notes only in U.S. dollars. If an action based on Notes denominated in a
Specified Currency other than U.S. dollars were commenced in a New York court,
however, such court would render or enter a judgment or decree in the Specified
Currency. Such judgment would then be converted into U.S. dollars at the rate
of exchange prevailing on the date of entry of the judgment or decree.
 
  THIS PROSPECTUS AND ANY ACCOMPANYING PRICING SUPPLEMENT DO NOT DESCRIBE ALL
THE RISKS OF AN INVESTMENT IN NOTES DENOMINATED IN A FOREIGN CURRENCY OR
CURRENCY UNIT, AND THE COMPANY DISCLAIMS ANY RESPONSIBILITY TO ADVISE
PROSPECTIVE PURCHASERS OF SUCH RISKS AS THEY EXIST AT THE DATE OF THIS
PROSPECTUS OR AS THEY MAY EXIST FROM TIME TO TIME. SUCH RISKS SHALL BE ASSUMED
BY HOLDERS OF THE NOTES. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN
FINANCIAL AND LEGAL ADVISORS AS TO THE RISKS ENTAILED BY AN INVESTMENT IN NOTES
DENOMINATED IN A CURRENCY OR CURRENCY UNIT OTHER THAN U.S. DOLLARS. SUCH NOTES
ARE NOT AN APPROPRIATE INVESTMENT FOR INVESTORS WHO ARE UNSOPHISTICATED WITH
RESPECT TO FOREIGN CURRENCY TRANSACTIONS.
 
           SUMMARY OF UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
 
  The following discussion represents the opinion of Hunton & Williams, counsel
to the Company, regarding certain U.S. federal income tax consequences of
owning a Note. This opinion is based on current law and the facts described in
this Prospectus. Counsel has not reviewed any of the particular Notes to be
offered or any Pricing Supplement. Current law is subject to both prospective
and retroactive change, and facts relevant to the tax consequences of holding a
particular Note may differ from the facts described in this Prospectus.
Prospective purchasers therefore should examine the Pricing Supplement
applicable to a particular Note before purchasing any Note.
 
  THIS DISCUSSION DEALS ONLY WITH CERTAIN TAX CONSEQUENCES OF OWNING NOTES HELD
AS CAPITAL ASSETS BY ORIGINAL PURCHASERS WHO ARE U.S. HOLDERS. A "U.S. HOLDER"
IS A BENEFICIAL OWNER OF A NOTE THAT IS (i) A CITIZEN OR RESIDENT OF THE UNITED
STATES, (ii) A CORPORATION OR PARTNERSHIP CREATED OR ORGANIZED IN THE UNITED
STATES OR UNDER THE LAWS OF THE UNITED STATES OR ANY STATE OR (iii) AN ESTATE
OR TRUST THE INCOME OF WHICH IS SUBJECT TO U.S. FEDERAL INCOME TAXATION
REGARDLESS OF ITS SOURCE. COUNSEL EXPRESSES NO OPINION REGARDING THE TAX
CONSEQUENCES TO PERSONS IN SPECIAL SITUATIONS, SUCH AS DEALERS IN SECURITIES OR
CURRENCIES, PERSONS WHOSE FUNCTIONAL CURRENCY IS NOT THE U.S. DOLLAR, OR
PERSONS HOLDING NOTES AS A HEDGE AGAINST CURRENCY RISKS OR AS A PART OF A
LARGER INTEGRATED FINANCIAL TRANSACTION. PROSPECTIVE PURCHASERS SHOULD CONSULT
THEIR OWN TAX ADVISORS CONCERNING THE APPLICATION OF THE TAX CONSIDERATIONS
DISCUSSED BELOW TO THEIR PARTICULAR SITUATIONS, AS WELL AS THE APPLICATION OF
THE TAX LAWS OF STATES, LOCALITIES AND OTHER JURISDICTIONS.
 
PAYMENTS OF INTEREST
 
  Interest on a Note will be taxable to a U.S. Holder as ordinary interest
income at the time of receipt or accrual in accordance with the U.S. Holder's
tax accounting method. If interest is payable in a foreign
 
                                       19

<PAGE>
 
currency or currency unit, the amount of interest income to a cash-basis U.S.
Holder will be the U.S. dollar value of the foreign currency or currency unit
on the date of payment, based on the exchange rate in effect on that date,
whether or not the payment is converted into U.S. dollars. For an accrual-basis
U.S. Holder, interest payable in a foreign currency or currency unit will be
includible in income, whether or not the payment is converted into U.S.
dollars, based upon either (i) the average rate of exchange for the accrual
period or, with respect to an accrual period that spans two taxable years, the
average rate of exchange for the partial period within the taxable year
(either, the Average Rate) or (ii) at the election of the holder, either (A)
the spot rate on the last day of the interest accrual period, (B) with respect
to a partial period, the spot rate on the last day of the taxable year, or (C)
if the last day of the interest accrual period is within five business days of
the date of receipt of such interest income, the spot rate on the date of such
receipt (either the Elected Rate). The Average Rate for an accrual period or a
partial period is the simple average of the exchange rates for each business
day of such period or other average exchange rate for the period reasonably
derived and consistently applied by the taxpayer. A U.S. Holder may make the
election to translate foreign currency interest income on a Note into U.S.
dollars at the Elected Rate by filing a statement clearly indicating that such
election has been made with its first income tax return for which such election
will be effective. Once a U.S. Holder properly elects the Elected Rate, such
Rate must be applied consistently to all debt instruments held by such Holder
in that year and thereafter and cannot be revoked without the consent of the
Commissioner of the U.S. Internal Revenue Service (the Service).
 
  An accrual-basis U.S. Holder also will recognize income or loss from foreign
currency-denominated interest payments (Interest Exchange Gain or Loss) equal
to the difference between (i) the U.S. dollar value of the interest received
with respect to an accrual period determined at the exchange rate on the date
the payment is received and (ii) the U.S. dollar value of such interest
determined at either the Average Rate or the Elected Rate with respect to such
accrual period. The character of Interest Exchange Gain or Loss generally will
be ordinary, and such ordinary income or loss generally will not be treated as
interest income or expense except to the extent provided by administrative
pronouncements of the Service. A U.S. Holder's tax basis in foreign currency or
currency units received as interest will be the U.S. dollar value of such
foreign currency or currency units on the date received.
 
ORIGINAL ISSUE DISCOUNT
 
  Certain Notes may be issued with "original issue discount" within the meaning
of section 1273(a) of the Internal Revenue Code of 1986, as amended. In
general, such original issue discount will equal the difference between the
Note's "stated redemption price at maturity" and its "issue price." A Note's
stated redemption price at maturity is equal to the sum of all payments
provided for by the Note other than "qualified stated interest" payments.
Qualified stated interest payments, in general, are interest payments that are
unconditionally payable in cash or property (other than debt instruments of the
issuer) at least annually at (i) a single fixed rate or (ii) a variable rate
that meets certain requirements set out in regulations issued by the U.S.
Treasury Department that govern the federal income tax treatment of debt
instruments issued with original issue discount. The issue price of a Note
generally will equal the initial price at which a substantial amount of the
Notes of the same class are sold to the public.
 
  A U.S. Holder of a Note as to which there is original issue discount should
be aware that it generally must include original issue discount in income for
federal income tax purposes on an annual basis under a constant yield accrual
method that reflects compounding regardless of whether it uses a cash-basis or
an accrual-basis method of accounting. Original issue discount accruals on a
Note denominated in a foreign currency are computed in the first instance in
that foreign currency and are then translated into U.S. dollars in the same
manner that foreign currency interest accruals for accrual-basis U.S. Holders
are translated into U.S. dollars. See Summary of United States Federal Income
Tax Considerations--Payments of Interest above. U.S. Holders of Notes issued
with original issue discount also will recognize income or loss from foreign
currency-denominated original issue discount payments (OID Exchange Gain or
Loss). OID Exchange Gain or Loss with respect to a foreign currency-denominated
original issue discount payment is
 
                                       20

<PAGE>
 
computed and treated in the same manner as Interest Exchange Gain or Loss with
respect to a foreign currency-denominated interest payment received by an
accrual-basis U.S. Holder. For that purpose, original issue discount is deemed
to be received when the U.S. Holder receives the associated principal payment.
See Summary of United States Federal Income Tax Considerations--Payments of
Interest above.
 
PURCHASE AND DISPOSITION OF NOTES
 
  A U.S. Holder's tax basis in a Note generally will be its cost in U.S.
dollars or the U.S. dollar value on the purchase date of any foreign currency
exchanged for such Note. However, a U.S. Holder's tax basis in a Note that is
redeemed in part prior to maturity will be reduced proportionately based on the
amount of principal that is redeemed. Upon the sale, exchange, redemption or
retirement of a Note, a U.S. Holder generally will recognize gain or loss equal
to any difference between (i) the tax basis of the Note and (ii) the sum of the
U.S. dollars or the U.S. dollar value of any foreign currency or other property
received. If the U.S. Holder has held the Note for more than one year, such
gain or loss generally will be long-term capital gain or loss. To the extent
that such gain or loss is attributable to fluctuations in foreign currency
exchange rates, however, it typically will be ordinary income or loss. Such
ordinary income or loss generally will not be treated as interest income or
expense except to the extent provided by administrative pronouncements of the
service. The amount of gain or loss attributable to fluctuations in foreign
currency exchange rates will equal the difference between (i) the sum of (A)
the U.S. dollar value of the foreign currency principal amount of a Note,
determined on the date the Note is disposed of, (B) in the case of a Note
issued with original issue discount, the U.S. dollar value of any accrued
original issue discount received, determined on the date the Note is disposed
of, and (C) in the case of an accrual-basis Holder, the U.S. dollar value of
any accrued interest received, determined on the date the Note is disposed of
and (ii) the sum of (A) the U.S. dollar value of the foreign currency principal
amount of the Note, determined on the date the Holder acquired the Note, (B) in
the case of a Note issued with original issue discount, the U.S. dollar value
of any accrued original issue discount received, determined at the Average Rate
or the Elected Rate for the applicable accrual period, and (C) in the case of
an accrual-basis Holder, the U.S. dollar value of any accrued interest
received, determined at the Average Rate or the Elected Rate for the applicable
accrual period. For purposes of the foregoing determination, the foreign
currency principal amount of a Note generally equals, in the case of the
original purchaser, the issue price in foreign currency of such Note, and in
the case of a subsequent purchaser, the adjusted issue price in foreign
currency of the Note on the date of acquisition by such purchaser. Gain or loss
attributable to fluctuations in foreign currency exchange rates will be
recognized only to the extent of the total gain or loss recognized by the
Holder on the sale, exchange, redemption, or retirement of the Note. A U.S.
Holder's tax basis in foreign currency or currency units received in exchange
for a Note will be the U.S. dollar value of such foreign currency or currency
units on the date received.
 
EXCHANGE OF FOREIGN CURRENCIES
 
  A U.S. Holder that disposes of foreign currency or currency units (for
example, by using foreign currency to buy a Note or converting foreign
currency-denominated payments to U.S. dollars) will recognize gain or loss
equal to any difference between (i) the sum of the U.S. dollars and the fair
market value on the exchange date of any property received in the exchange and
(ii) the tax basis of the foreign currency or currency units. That gain or loss
generally will be ordinary income or loss.
 
BACKUP WITHHOLDING
 
  Payments of interest, principal or gross proceeds from disposition of a Note
made to individuals or certain other non-corporate U.S. Holders generally will
be subject to a 31% backup withholding tax if the U.S. Holder fails to furnish
the payor with its correct taxpayer identification number and meet certain
other requirements. Any such tax withheld generally will be allowable as a
refund or a credit against the U.S. Holder's federal income tax liability.
 
                                       21

<PAGE>
 
                              PLAN OF DISTRIBUTION
 
  The Notes are being offered on a continuing basis for sale by the Company
through the Agents, who have agreed to use their best efforts to solicit
purchases of the Notes. The Company will pay an Agent a commission in U.S.
dollars ranging from .125% to .750% of the principal amount of each Note sold
through such Agent depending on the Specified Currency and maturity of the
Note. The Company may also sell Notes to any Agent at a discount from the
principal amount thereof equal to such commission and such Agent may later
resell such Notes to investors and other purchasers at varying prices related
to prevailing market prices at the time of resale, as determined by such Agent
or, if so agreed, at a fixed public offering price. The Company has reserved
the right to appoint other agents from time to time to or through whom the
Notes may be sold. The Notes may also be sold by the Company directly to
purchasers. No commission will be payable to the Agents on Notes sold directly
to purchasers by the Company.
 
  In addition, the Agents may offer the Notes they have purchased as principal
to other dealers. The Agents may sell Notes to any dealer at a discount and,
unless otherwise specified in the applicable Pricing Supplement, such discount
allowed to any dealer may include all or part of the discount to be received
from the Company. Unless otherwise indicated in the applicable Pricing
Supplement, any Note sold to an Agent as principal will be purchased by such
Agent at a price equal to 100% of the principal amount thereof less a
percentage equal to the commission applicable to any agency sale of a Note of
identical maturity. After the initial public offering of Notes to be resold to
investors and other purchasers, the public offering price (in the case of Notes
to be resold at a fixed public offering price), concession and discount may be
changed.
 
  The Company reserves the right to withdraw, cancel or modify the offering of
Notes at any time without notice and may reject orders in whole or in part
whether placed directly with the Company or through the Agents. Each Agent will
have the right, exercisable in its reasonable discretion, to reject any
proposed purchase of Notes in whole or in part.
 
  The Notes are a new issue of securities with no established trading market.
The Agents have informed the Company that they intend to make a market in the
Notes, but are under no obligation to do so and any Agent may cease making a
market in the Notes at any time. Therefore, no assurance can be given that a
trading market for the Notes will exist in the future.
 
  Each of the Agents from time to time has acted as a financial advisor to the
Company and has underwritten certain of the Company's public securities
offerings.
 
  The Agents may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933. The Company has agreed to indemnify the Agents against
certain liabilities, including liabilities under such Act.
 
                                    EXPERTS
 
  The financial statements in the Company's Annual Report on Form 10-K filed
with the Commission, which is incorporated in this Prospectus by reference,
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report included in such Form 10-K. Such financial statements have been so
incorporated in reliance upon the report of Deloitte & Touche LLP, also
incorporated herein by reference, which report is given upon their authority as
experts in accounting and auditing.
 
  Legal conclusions relating to the Company's franchises and title to its
properties in the Company's Annual Report on Form 10-K and legal conclusions
under Description of the Notes, including limitations upon the Company's
issuance of bonds, herein have been reviewed by Hunton & Williams, Richmond,
Virginia, except that, insofar as matters relating to title to properties are
governed by the laws of West Virginia, they have been reviewed by Jackson &
Kelly, Charleston, West Virginia. The statements are included on the authority
of such firms, respectively, as experts.
 
                                       22

<PAGE>
 
                                 LEGAL OPINIONS
 
  Certain legal matters in connection with the Notes will be passed upon for
the Company by Hunton & Williams, Richmond, Virginia, and, as to West Virginia
law, by Jackson & Kelly, Charleston, West Virginia, and for any underwriters,
dealers or agents, by McGuire, Woods, Battle & Boothe, L.L.P., Richmond,
Virginia, which also performs certain legal services for Dominion Resources and
its affiliates on other matters.
 
                                       23

<PAGE>
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMA-
TION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR ANY
SUPPLEMENT HERETO, IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE AGENTS. THIS PROSPECTUS
AND ANY SUPPLEMENT HERETO DO NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITA-
TION OF AN OFFER TO BUY, THE NOTES IN ANY JURISDICTION IN WHICH, OR TO ANY
PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS OR ANY SUPPLEMENT HERETO SHALL CREATE, UNDER
ANY CIRCUMSTANCES, ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AF-
FAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF, OR THAT THE INFORMATION
CONTAINED OR INCORPORATED BY REFERENCE HEREIN OR THEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF OR OF SUCH SUPPLEMENT.
 
                               ----------------
 
                                   CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
Available Information......................................................   2
Incorporation of Certain Documents by Reference............................   2
Important Information......................................................   2
The Prospectus.............................................................   3
The Company................................................................   4
Use of Proceeds............................................................   4
Ratio of Earnings to Fixed Charges.........................................   4
Description of the Notes...................................................   4
Foreign Currency Risks.....................................................  18
Summary of United States Federal Income Tax Considerations.................  19
Plan of Distribution.......................................................  22
Experts....................................................................  22
Legal Opinions.............................................................  23
</TABLE>

 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
                      VIRGINIA ELECTRIC AND POWER COMPANY
 
                          MEDIUM-TERM NOTES SERIES F
 
                               U.S. $200,000,000
 
                               ----------------
 
                                  PROSPECTUS
 
                               ----------------
 
                              MERRILL LYNCH & CO.
 
                             GOLDMAN, SACHS & CO.
 
                             MORGAN STANLEY & CO.
                                  INCORPORATED
 
                                 JUNE  , 1995
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

<PAGE>
 
 
                                   PART II
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 

<TABLE>
<CAPTION>
  <S>                                                                  <C>
  Securities and Exchange Commission Fee.............................. $ 68,966
  Fees and Expense of Trustee.........................................   30,000
  Printing Expenses...................................................   35,000
  Counsel Fees........................................................   90,000
  Rating Organization Fees............................................   35,000
  Accountant Fees.....................................................   25,000
  Miscellaneous.......................................................   16,034
                                                                       --------
    Total............................................................. $300,000
                                                                       ========
</TABLE>

 
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  Article VI of the Restated Articles of Incorporation, as amended, of the
registrant provides that the registrant shall indemnify its directors and
officers to the fullest extent permitted by law. Article 10, Chapter 9, Title
13.1 of the Code of Virginia of 1950, as amended, permits indemnification of
directors and officers, but does not permit indemnification against willful
misconduct or a knowing violation of the criminal law. The registrant maintains
director and officer liability insurance protecting the registrant's directors
and officers against certain claims resulting from their service in such
capacities, and the registrant from the liability assumed by it in accordance
with Article VI of its Restated Articles of Incorporation, as amended. The
current policy covers all occurrences during the period ended September 1,
1995, and is expected to be renewed in the ordinary course of business. In
general, the policy provides coverage for any misstatement, misleading
statement, act, omission, neglect or breach of duty committed or attempted by a
director or officer, but excludes, among other things, acts of deliberate
dishonesty, and acts for personal profit or advantage to which the director or
officer was not entitled.
 
ITEM 16. EXHIBITS.
 

<TABLE>
 <C>     <S>
  1      --Form of Distribution Agreement for the Notes between the Company and
          Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
          Incorporated, Goldman, Sachs & Co. and Morgan Stanley & Co.
          Incorporated (filed herewith).
  4(i)   --Trust Indenture, dated as of April 1, 1988, Exhibit 4(i), File No.
          33-21319, incorporated by reference; First Supplemental Indenture,
          dated August 1, 1989, Exhibit 4(ii), File No. 33-30532, incorporated
          by reference.
  4(ii)  --Form of Fixed Rate Medium-Term Note, Series F (filed herewith).
  4(iii) --Form of Floating Rate Medium-Term Note, Series F (filed herewith).
  5      --Legality Opinion of Hunton & Williams (filed herewith).
  8      --Tax Opinion of Hunton & Williams (filed herewith).
 12      --Statements regarding computation of ratios (filed herewith).
 23(i)   --Consents of Hunton & Williams (contained in Exhibits 5 and 8).
 23(ii)  --Consent of Jackson & Kelly (filed herewith).
 23(iii) --Consent of Deloitte & Touche LLP (filed herewith).
 24      --Power of Attorney (included herein).
 25      --Statement of eligibility of Trustee (filed herewith).
</TABLE>

 
 
                                      II-1

<PAGE>
 
ITEM 17. UNDERTAKINGS.
 
  (a) The undersigned registrant hereby undertakes:
 
    (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement;
 
      (i) To include any prospectus required by section 10(a)(3) of the
    Securities Act of 1933;
 
      (ii) To reflect in the prospectus any facts or events arising after
    the effective date of the registration statement (or the most recent
    post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in the registration statement;
 
      (iii) To include any material information with respect to the plan of
    distribution not previously disclosed in the registration statement or
    any material change to such information in the registration statement;
 
    Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
  if the registration statement is on Form S-3, Form S-8, and the information
  required to be included in a post-effective amendment by those paragraphs
  is contained in periodic reports filed by the registrant pursuant to
  section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference in the registration statement.
 
    (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.
 
    (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.
 
    (4) If the registrant is a foreign private issuer, to file a post-
  effective amendment to the registration statement to include any financial
  statements required by Rule 3-19 of Regulation S-X at the start of any
  delayed offering or throughout a continuous offering.
 
  (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
 
  (h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
 
                               POWER OF ATTORNEY
 
  Each person whose signature appears below hereby authorizes each Agent for
Service named in the registration statement, as attorney-in-fact, to sign on
his behalf individually and in each capacity stated below and file all
amendments and post-effective amendments to the registration statement, and the
registrant hereby confers like authority to sign and file on its behalf.
 
                                      II-2

<PAGE>
 

                                   SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, HEREUNTO DULY
AUTHORIZED, IN THE CITY OF RICHMOND, COMMONWEALTH OF VIRGINIA, ON THE 14TH DAY
OF JUNE, 1995.
 
                                          Virginia Electric and Power Company
 
                                                  /s/ John B. Adams, Jr.
                                          By __________________________________
                                            (JOHN B. ADAMS, JR.CHAIRMAN OF THE
                                                    BOARD OF DIRECTORS)
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE 14TH DAY OF JUNE, 1995.
 
             SIGNATURES                             TITLE
 
       /s/ John B. Adams, Jr.             Chairman of the Board of
- -------------------------------------      Directors and Director
         JOHN B. ADAMS, JR.
 
          /s/ J. T. Rhodes                President (Chief
- -------------------------------------      Executive Officer) and
            J. T. RHODES                   Director
 
        /s/ Tyndall L. Baucom             Director
- -------------------------------------
          TYNDALL L. BAUCOM
 
         /s/ James F. Betts               Director
- -------------------------------------
           JAMES F. BETTS
 
                                          Director
- -------------------------------------
      BENJAMIN J. LAMBERT, III
 
     /s/ Richard L. Leatherwood           Director
- -------------------------------------
       RICHARD L. LEATHERWOOD
 
     /s/ Harvey L. Lindsay, Jr.           Director
- -------------------------------------
       HARVEY L. LINDSAY, JR.
 
         /s/ William T. Roos              Director
- -------------------------------------
           WILLIAM T. ROOS
 
        /s/ Richard L. Sharp              Director
- -------------------------------------
          RICHARD L. SHARP
 
        /s/ Robert H. Spilman             Director
- -------------------------------------
          ROBERT H. SPILMAN
 
        /s/ William G. Thomas             Director
- -------------------------------------
          WILLIAM G. THOMAS
 
          /s/ R. E. Rigsby                Senior Vice President--
- -------------------------------------      Finance and Controller
            R. E. RIGSBY                   (Chief Financial
                                           Officer and Principal
                                           Accounting Officer)
 
                                      II-3

<PAGE>
 

                               INDEX TO EXHIBITS
 

<TABLE>
<CAPTION>
                                                                   PAGE NO. IN
                                                                   SEQUENTIALLY
                                                                     NUMBERED
                                                                   REGISTRATION
                                                                    STATEMENT
                                                                   ------------
 <C>     <S>                                                       <C>
  1      --Form of Distribution Agreement for the Notes between
          the Company and Merrill Lynch & Co., Merrill Lynch,
          Pierce, Fenner & Smith Incorporated, Goldman, Sachs &
          Co. and Morgan Stanley & Co. Incorporated (filed
          herewith).
  4(i)   --Trust Indenture, dated as of April 1, 1988, Exhibit
          4(i), File No. 33-21319, incorporated by reference;
          First Supplemental Indenture, dated August 1, 1989,
          Exhibit 4(ii), File No. 33-30532, incorporated by
          reference.
  4(ii)  --Form of Fixed Rate Medium-Term Note, Series F (filed
          herewith).
  4(iii) --Form of Floating Rate Medium-Term Note, Series F
          (filed herewith).
  5      --Legality Opinion of Hunton & Williams (filed
          herewith).
  8      --Tax Opinion of Hunton & Williams (filed herewith).
 12      --Statements regarding computation of ratios (filed
          herewith).
 23(i)   --Consents of Hunton & Williams (contained in Exhibits
          5 and 8).
 23(ii)  --Consent of Jackson & Kelly (filed herewith).
 23(iii) --Consent of Deloitte & Touche LLP (filed herewith).
 24      --Power of Attorney (included herein).
 25      --Statement of eligibility of Trustee (filed herewith).
</TABLE>






<PAGE>
 

                                                           EXHIBIT 1



                               U.S. $200,000,000

                      VIRGINIA ELECTRIC AND POWER COMPANY

                               Medium-Term Notes
                                    Series F


                             DISTRIBUTION AGREEMENT
                             ----------------------

July __, 1995

Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner
 & Smith Inc.
Merrill Lynch World Headquarters
World Financial Center, North Tower
New York, New York 10281-1310

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020

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

          Subject to the terms and conditions stated herein, the Company (i)
hereby appoints each of Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated (Merrill), Goldman, Sachs & Co. (Goldman) and Morgan Stanley
& Co. Incorporated (Morgan), as an agent of the Company, for the purpose of
soliciting offers to purchase such Notes from the Company by others, and (ii)
hereby agrees that whenever the Company determines to sell such Notes directly
to one or more of you as principal for resale to others it will, if requested by
any of you to whom such Notes are to be sold, enter into a Terms Agreement
relating to such
 sale in accordance with the provisions of paragraph 3(b)
hereof. The Company reserves the right to sell such Notes directly on its own
behalf to investors, and to or through any of you or any other person whom the
Company may appoint as agent in the future. As used herein, the terms "you",
"your" and the like shall refer to each of Merrill, Goldman and Morgan,
individually and, as the context requires, to all of such firms collectively.

          1.  Description of Notes.  The Company proposes to issue and sell up
              --------------------                                            
to U.S. $200,000,000* aggregate principal amount of its Medium-Term Notes,
Series F due from 9 Months to

- --------------------
*  Or the equivalent in certain foreign currencies or currency units specified
   in a pricing supplement.

<PAGE>
 
30 Years from the date of issue (the Notes).  The Notes will have the maturity
ranges, interest rates per annum and other terms specified from time to time in
the Prospectus referred to below.  The Notes are to be issued pursuant to an
Indenture, dated as of April 1, 1988, as amended and supplemented by the First
Supplemental Indenture, dated as of August 1, 1989 (such Indenture, as amended
and supplemented, hereafter referred to as the Indenture) between the Company
and Chemical Bank, as trustee (the Trustee). All capitalized terms not defined
herein have the meanings ascribed to them in the Indenture.

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

          (a) The Registration Statement on Form S-3 for the registration of the
     Notes under the Securities Act of 1933, as amended (the Securities Act),
     heretofore filed with the Securities and Exchange Commission (the
     Commission), a copy of which as so filed has been delivered to you, has
     been declared effective.  Unless the context otherwise requires, such
     Registration Statement is hereinafter called the "Registration Statement"
     and such Prospectus, as the same may be amended or supplemented, is
     hereinafter called the "Prospectus".  Whenever the term "Registration
     Statement", "prospectus" or "Prospectus" is used herein, it shall be deemed
     to include all documents or portions thereof incorporated therein by
     reference (the Incorporated Documents) pursuant to the requirements of Form
     S-3 under the Securities Act, including documents filed or to be filed by
     the Company pursuant to the Securities Exchange Act of 1934, as amended
     (the Securities Exchange Act) and incorporated by reference into the
     Prospectus.  The Company will not file any amendment or supplement to the
     Registration Statement unless you shall have been advised of the proposed
     amendment or supplement and the same shall not have been disapproved as to
     substance by you or as to form by McGuire, Woods, Battle & Boothe, L.L.P.,
     who are acting as counsel for you.

          (b) No order suspending the effectiveness of the Registration
     Statement or otherwise preventing or suspending the use of the Prospectus
     has been issued by the Commission and is in effect and no proceedings for
     that purpose are pending before or, to the knowledge of the Company,
     threatened by the Commission.  The Registration Statement and the
     Prospectus comply in all material respects with the provisions of the
     Securities Act and rules, regulations and releases of the Commission
     thereunder and the Securities Exchange Act, and the rules, regulations and
     releases of the Commission thereunder, and neither the Registration
     Statement nor the Prospectus contain an untrue statement of a material fact
     or omit to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading; provided, however, that the
                                                    --------  -------          

<PAGE>
 
                                                                               3

     foregoing representations and warranties in this subparagraph (b) shall not
     apply to statements in or omissions from the Registration Statement or the
     Prospectus made in reliance upon information furnished herein or in writing
     to the Company by you or on behalf of any of you for use in the
     Registration Statement or Prospectus; and provided, further, that the
     foregoing representations and warranties are given on the basis that any
     statement contained in an Incorporated Document shall be deemed not to be
     contained in the Registration Statement or Prospectus if the statement has
     been modified or superseded by any statement in a subsequently filed
     Incorporated Document or in the Registration Statement or Prospectus. 

          (c) The Indenture qualifies under, and conforms in all material
     respects to the requirements of, the Trust Indenture Act of 1939, as
     amended (the Trust Indenture Act).

          (d) Deloitte & Touche LLP have examined certain of the financial
     statements filed with the Commission and incorporated by reference in the
     Registration Statement, are independent public accountants as required by
     the Securities Act and the rules, regulations and releases of the
     Commission thereunder.

          (e) Except as reflected in, or contemplated by, the Registration
     Statement, since the respective most recent dates as of which information
     is given in the Registration Statement and Prospectus, there has not been
     any material adverse change in the condition of the Company, financial or
     otherwise.  The Company has no material contingent financial obligation
     which is not disclosed in the Registration Statement and Prospectus.

          (f) The Company has taken all corporate action necessary to be taken
     by it to authorize the execution by it of this Agreement and the
     performance by it of all obligations on its part to be performed hereunder;
     and the consummation of the transactions herein contemplated and the
     fulfillment of the terms hereof will not result in a breach of any of the
     terms or provisions of, or constitute a default under, any indenture,
     mortgage, deed of trust, or other agreement or instrument to which the
     Company is now a party, or the charter of the Company, as amended, or any
     order, rule, regulation or release applicable to the Company of any federal
     or state regulatory board or body or administrative agency having
     jurisdiction over the Company or its property.

          (g) The Notes, upon issuance thereof, will conform in all respects to
     the terms of the relevant order or orders of the State Corporation
     Commission of Virginia (the Virginia

<PAGE>
 
                                                                               4

     Commission) now or hereafter in effect with respect to the Notes.

     3.   Solicitations as Agent; Purchases as Principal.
          ---------------------------------------------- 

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

          The Company reserves the right, in its sole discretion, to suspend
solicitation of offers to purchase the Notes in any Specified Currency, for any
period of time or permanently.  Upon receipt of instructions from the Company,
you will, as soon as practicable, suspend solicitation of offers to purchase
Notes from the Company until such time as the Company has advised you that such
solicitation may be resumed.

          The Company agrees to pay you a commission, at the time of settlement
of each sale of Notes by the Company as a result of a solicitation made by you,
in an amount in U.S. dollars (which, in the case of Notes denominated in
currency units or in currencies other than U.S. dollars, shall be based on the
Exchange Rate (as defined below)) equal to the following percentage of the
principal amount of such Notes sold (unless a lower or higher commission is
agreed to, in writing, by the Agent and the Company):

                                                            Commission
                                                          (percentage of
                                                             aggregate
                                                          principal amount
Range of Maturities                                        of Notes sold)
- -------------------                                        -------------- 

More than 9 months to less than 1 year                          .125%
From 1 year to less than 18 months                              .150%
From 18 months to less than 2 years                             .200%
From 2 years to less than 3 years                               .250%
From 3 years to less than 4 years                               .350%
From 4 years to less than 5 years                               .450%
From 5 years to less than 6 years                               .500%
From 6 years to less than 7 years                               .550%
From 7 years to less than 10 years                              .600%
From 10 years to less than 15 years                             .625%
From 15 years to less than 20 years                             .700%
From 20 years to 30 years                                       .750%

          Unless otherwise agreed to, as agent, you are authorized to solicit
orders for the Notes at the principal amount thereof only in denominations of
U.S. $1,000 or any amount

<PAGE>
 
                                                                               5

in excess thereof which is an integral multiple of U.S. $1,000*.  You shall
communicate to the Company, orally or in writing, each offer to purchase Notes
received by you as agent other than those rejected by you.  The Company shall
have the sole right to accept offers to purchase Notes and may reject any such
offer in whole or in part.  You shall have the right, in your discretion
reasonably exercised, to reject any offer received by you to purchase the Notes,
in whole or in part, and any such rejection shall not be deemed a breach of your
agreement contained herein.

          The "Exchange Rate" on a given date for a given foreign currency means
               -------------                                                    
the noon buying rate in New York City for cable transfers in such currency as
certified for customs purposes by the Federal Reserve Bank of New York on such
date; provided, however, that in the case of European Currency Units, Exchange
Rate means, unless otherwise agreed by the Company and the Agents, the rate of
exchange determined by the Council of European Communities (or any successor
thereto) as published on such date or on the most recently available date in the
Official Journal of the European Communities (or any successor publication).

          (b) Purchases as Principal.  Each sale of Notes to you as principal
              ----------------------                                         
shall be made in accordance with the terms of this Agreement and, if requested
by you, a separate agreement which will provide for the sale of such Notes to,
and the purchase and reoffering thereof by, you.  Each such separate agreement
(which may be oral (subsequently confirmed in writing) or written, and which may
be substantially in the form of Exhibit A hereto and which may take the form of
an exchange of any standard form of written telecommunication between you and
the Company) is herein referred to as a "Terms Agreement". Your commitment to
purchase Notes as principal, whether pursuant to a Terms Agreement or otherwise,
shall be deemed to have been made on the basis of the representations and
warranties of the Company herein contained and shall be subject to the terms and
conditions herein set forth. Each agreement by you to purchase Notes as
principal (whether or not set forth in a Terms Agreement) shall specify the
principal amount of Notes to be purchased by you pursuant thereto, the price to
be paid to the Company for such Notes, and such other terms, conditions and
requirements as may be agreed upon between us. Each such agreement shall also
specify any requirements for officers' certificates, opinions of counsel and
letters from the independent public accountants of the Company pursuant to
paragraph 7 hereof. A Terms Agreement may also

- ---------------------
*  Or the equivalent of U.S. $1,000 (rounded down to an integral multiple of
   1,000 units of the currency or currency unit specified in a supplement to the
   Prospectus) in the relevant foreign currency or currency unit, or such larger
   amount in integral multiples of 1,000 units of such currency or currency
   unit.

<PAGE>
 
                                                                               6


specify certain provisions relating to the reoffering of such Notes by you.  You
may utilize a selling or dealer group in connection with the resale of the Notes
purchased by you as principal.


     4.  Procedures.  Procedural details relating to the issue and delivery
         ----------                                                        
of Notes, the solicitation of offers to purchase by others, and purchase by you
as principal of, Notes, and the payment in each case therefor, are set forth in
the Medium-Term Note Administrative Procedures and the Multi-Currency Procedures
Supplement attached hereto as Exhibit B and are hereby incorporated herein by
reference (the Procedures). Each of you and the Company agree to perform the
respective duties and obligations specifically provided to be performed by each
in the Procedures, as they may be amended from time to time. The Procedures may
only be amended by written agreement of the Company and you.

     5.  Time and Place of Closing.  The documents required to be delivered
         -------------------------                                         
pursuant to paragraph 7 hereof shall be delivered at the office of Hunton &
Williams, 200 Park Avenue, New York, New York, at 10:00 a.m., New York City
time, on July __, 1995, or at such other time as you and the Company may agree
upon in writing, the time and date of such delivery being herein called the
"Closing Date".

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

         (a) The Company, at or prior to the Closing Date, will deliver to you
     conformed copies of the Registration Statement as originally filed and of
     all amendments or supplements thereto, including any post-effective
     amendment (in each case including all exhibits filed therewith and
     including copies of each consent and certificate included therein or filed
     as an exhibit thereto, except exhibits incorporated by reference unless
     specifically requested). As soon as the Company is advised thereof, it will
     advise you orally of the issuance of any stop order under the Securities
     Act with respect to the Registration Statement, or the institution of any
     proceedings therefor of which the Company shall have received notice, and
     will use its best efforts to prevent the issuance of any such stop order
     and to secure the prompt removal thereof, if issued. The Company will
     deliver to you as many copies of the Registration Statement and Prospectus
     and of all amendments thereto (in each case without exhibits) as you may
     reasonably request for the purposes contemplated by the Securities Act or
     the Securities Exchange Act.

         (b) The Company will pay all expenses in connection with (i) the
     preparation and filing by it of the

<PAGE>
 
                                                                               7

     Registration Statement and Prospectus, (ii) the preparation, issue and
     delivery of the Notes and (iii) the reproduction and delivery to you in
     accordance with this Agreement of copies of this Agreement, the
     Registration Statement and Prospectus (each as originally filed and as
     subsequently amended or supplemented). The Company also will pay all taxes,
     if any, except transfer taxes, on the issuance of the Notes. In addition,
     the Company will pay the reasonable fees and disbursements of your counsel,
     McGuire, Woods, Battle & Boothe, L.L.P., including fees and disbursements
     incurred in connection with qualifying the Notes under state securities or
     blue-sky laws or investment laws (if and to the extent such qualification
     is required by you or the Company), your reasonable out-of-pocket expenses
     in connection with the transactions contemplated hereby and your
     advertising expenses, which have been approved, in writing in advance, by
     the Company.

          (c) The Company will furnish you with copies of each further amendment
     and supplement to the Prospectus in such quantities as you may from time to
     time reasonably request. If at any time when the delivery of a prospectus
     shall be required by law in connection with the sale of any Note, any event
     relating to or affecting the Company, or of which the Company shall be
     advised in writing by you, shall occur, which in the opinion of the Company
     or of your counsel should be set forth in a supplement to or an amendment
     of the Prospectus in order to make the Prospectus not misleading in the
     light of the circumstances when it is delivered, or if for any other reason
     it shall be necessary during such period to amend or supplement the
     Prospectus or any document incorporated by reference in the Prospectus in
     order to comply with the Securities Act, the Securities Exchange Act or the
     Trust Indenture Act, the Company forthwith will (i) notify you to suspend
     solicitation of purchases of Notes and (ii) at its expense, prepare and
     furnish to you a reasonable number of copies of a supplement or supplements
     or an amendment or amendments to the Prospectus which will supplement or
     amend the Prospectus so that, as supplemented or amended, it will not
     contain any untrue statement of a material fact or omit to state any
     material fact necessary in order to make the statements therein, in the
     light of the circumstances when the Prospectus is delivered, not misleading
     or which will effect any other necessary compliance. During the period
     specified in the preceding sentence, the Company will continue to prepare
     and file with the Commission on a timely basis all documents or amendments
     required under the Securities Exchange Act and the applicable rules,
     regulations, and releases of the Commission thereunder; provided, that the
     Company shall not file such documents or amendments without also furnishing
     copies thereof to you and McGuire,

<PAGE>
 
                                                                               8

     Woods, Battle & Boothe, L.L.P. Notwithstanding any other provision of this
     paragraph 6(c), until the distribution of any Notes you may own as
     principal has been completed, if any event described above in this
     subsection (c) occurs, the Company will, at its own expense, forthwith
     prepare and cause to be filed promptly with the Commission an amendment or
     supplement to the Registration Statement or Prospectus, as then amended or
     supplemented, satisfactory in all respects to you; will supply such amended
     or supplemented Prospectus to you in such quantities as you may reasonably
     request; and will furnish to you pursuant to paragraph 7(b) and (c) such
     documents, certificates, opinions and letters as you may request in
     connection with the preparation and filing of such amendment or supplement.

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

         (e) During any period when delivery of a prospectus shall be required
     by law in connection with the sale of any Note, and for a period of five
     years following the termination of such period, the Company will deliver to
     you, as soon as practicable after the end of each fiscal year, a balance
     sheet of the Company as of the end of such year and statements of income
     and earnings reinvested in business for such year, all as certified by
     independent public or certified public accountants, and will deliver to you
     upon request, as soon as practicable after the end of each quarterly
     period, statements of income and earnings reinvested in business for the 
     12-month period ending with the end of such quarterly period.

         (f) The Company will use its best efforts promptly to do and perform
     all things to be done and performed by it hereunder prior to the Closing
     Date and to satisfy all conditions precedent to the delivery by it of the
     Notes.

         (g) The Company will furnish such proper information as may be lawfully
     required and otherwise cooperate in qualifying the Notes for offer and sale
     under the securities or blue-sky laws of such states as you may designate;
     provided, however, that the Company shall not be required in any state to
     qualify as a foreign corporation, or to file a general consent to service
     of process, or to submit to any requirements that it deems unduly
     burdensome.

<PAGE>
 
                                                                               9

         (h) From the date of any agreement by you to purchase Notes as
     principal and continuing to and including the earlier of (i) the
     termination of the trading restrictions for the Notes purchased thereunder,
     as notified to the Company by you, and (ii) the related settlement date,
     the Company will not, without your prior written consent, offer, sell,
     contract to sell or otherwise dispose of any debt securities of the Company
     in a public offering which are substantially similar to the Notes.

         (i) If the Company enters into any amendment to this Agreement, then 
     such amendment shall be entered into by each of you; provided, however,
     that this Agreement may be terminated in accordance with paragraphs 7 or 12
     as to any one of you without being terminated as to the others of you.
     
         (j) If the Company adds a new agent with respect to the Notes, then
     such agent shall enter into an agreement substantially similar to this
     Agreement, as such may be amended from time to time.

     7.   Conditions of Your Obligations.  Your obligations as agent of the
          ------------------------------                                   
Company to initiate solicitations of offers to purchase the Notes and to
continue such solicitations, as the case may be, and your obligations to
purchase Notes as principal pursuant to any Terms Agreement or otherwise, shall
be subject to the continuing accuracy of the representations and warranties on
the part of the Company contained herein, to the accuracy of the statements of
the Company's officers made in any certificate furnished pursuant to the
provisions hereof, to the performance and observance by the Company of all
covenants and agreements contained herein on its part to be performed and
observed and to the following additional conditions:

          (a) An order or orders of the Virginia Commission permitting the
     issuance and sale of the Notes substantially in accordance with the terms
     and conditions hereof shall be in full force and effect and shall contain
     no provision unacceptable to you or the Company (but all provisions of such
     order or orders heretofore entered, copies of which have heretofore been
     delivered to you, are deemed acceptable to you and the Company and all
     provisions of such order or orders hereafter entered shall be deemed
     acceptable to you and the Company unless within 24 hours after receiving a
     copy of any such order any party to this Agreement shall give notice to 
     the other parties to the effect that such order contains an unacceptable 
     provision).

          (b) You shall receive on the Closing Date the opinion of McGuire, 
     Woods, Battle & Boothe, L.L.P., dated the Closing Date, substantially in
     the form attached hereto as Exhibit C. You shall receive on the Closing
     Date, on any date that the Prospectus shall be amended or supplemented
     (other than by an amendment or supplement relating solely to


<PAGE>
 
                                                                              10


     a change in the Specified Currency or in the interest rate offered on the
     Notes), each time a document filed under the Securities Act or the
     Securities Exchange Act is incorporated by reference into the Prospectus
     (other than Current Reports on Form 8-K filed exclusively to incorporate
     exhibits, required to be filed as Exhibits 1, 4 and 12 under Item 601 of
     Regulation S-K of the Securities Exchange Act, in registration statements
     on Form S-3), and each time, if so indicated in the applicable Terms
     Agreement or otherwise, the Company sells Notes to you as principal, the
     legal opinion of Messrs. Hunton & Williams or other counsel satisfactory to
     you in your reasonable judgment, dated the date of delivery thereof,
     substantially in the form attached hereto as Exhibit D or in lieu of such
     opinion to be delivered upon such amendment, supplement, incorporation by
     reference or settlement date relating to a sale of Notes under a Terms
     Agreement or otherwise, each counsel last furnishing such an opinion to you
     shall furnish you with a letter to the effect that you may rely upon such
     last opinion to the same extent as though it were dated the date of such
     letter authorizing reliance (except that statements in such last opinion
     shall be deemed to relate to the Registration Statement and the Prospectus
     as amended and supplemented to the time of delivery of such letter
     authorizing reliance).

          (c) You shall receive (i) on the Closing Date, (ii) each time that the
     Registration Statement or the Prospectus shall be amended or supplemented
     (other than by an amendment or supplement relating solely to a change in
     the Specified Currency or in the interest rate offered on the Notes) and
     each time a document filed under the Securities Act or the Securities
     Exchange Act is incorporated by reference in the Prospectus (other than
     Current Reports on Form 8-K filed exclusively to incorporate exhibits,
     required to be filed as Exhibits 1, 4 and 12 of Item 601 under 
     Regulation S-K of the Securities Exchange Act, in registration statements
     on Form S-3), in each such case to set forth financial information included
     in or derived from the Company's financial statements, and (iii) each time,
     if so indicated in the applicable Terms Agreement or otherwise, the Company
     sells Notes to you as principal, from Deloitte & Touche LLP, or another
     independent public accounting firm satisfactory to you, a letter addressed
     to you, dated the Closing Date, the date of such amendment, supplement,
     incorporation or settlement date relating to a sale pursuant to a Terms
     Agreement or otherwise, as the case may be, (1) confirming that they are
     independent public accountants as required by the Securities Act; (2)
     stating in effect that, in their opinion, the financial statements included
     in or incorporated by reference in the Registration Statement and the
     Prospectus and examined by them as stated in their report incorporated by
     reference in the Registration Statement, comply as to form in all material
     respects with the applicable accounting requirements adopted pursuant to
     the Securities Exchange

<PAGE>
 
                                                                              11

     Act; (3) stating, in effect, that on the basis of a reading of the minutes
     of the meetings of the Board of Directors of the Company and of committees
     of the Board since the end of the most recent fiscal year with respect to 
     which an audit report has been issued and inquiries of officials of the
     Company responsible for financial and accounting matters (which procedures
     did not constitute an examination made in accordance with generally
     accepted auditing standards) nothing came to their attention that caused
     them to believe that the most recent unaudited financial statements
     included in or incorporated by reference in the Registration Statement and
     the Prospectus are not in conformity with generally accepted accounting
     principles applied on a basis substantially consistent with that of the
     audited financial statements included or incorporated by reference therein;
     and (4) stating, in effect, that on the basis of more limited procedures
     than those set forth in the foregoing clause (3), consisting merely of the
     reading of the minutes referred to in said clause and inquiries of
     officials of the Company responsible for financial and accounting matters,
     nothing came to their attention at a date not more than five business days
     prior to the date of such letter that caused them to believe that (i) at
     such date there was any decrease in the common stockholders equity or any
     increase in long-term debt (including amounts classified as due within one
     year, but excluding unamortized discount (net of premium)) of the Company
     or any decrease in net assets as compared with the amounts shown in the
     most recent audited balance sheet incorporated by reference in the
     Registration Statement, or (ii) for the period from the date of the most
     recent unaudited financial statements included in or incorporated by
     reference in the Registration Statement and the Prospectus to a date not
     more than five business days prior to the date of such letter there were
     any decreases, as compared with the corresponding period in the preceding
     year, in the operating revenues, in operating income, or net income except
     (with respect to (i) or (ii)) in all instances for changes or decreases
     which the Registration Statement discloses have occurred or may occur;
     provided, however, that said letters may vary from the requirements
     specified in clause (4) hereof in such manner as you in your sole
     discretion may deem to be acceptable. Said letters shall also state that
     the unaudited dollar amounts, percentages and other financial information
     (in each case to the extent that such dollar amounts, percentages and other
     financial information, either directly or by analysis or computation, are
     derived from the general accounting records of the Company) which appear
     (i) in the Prospectus under the caption Ratio of Earnings to Fixed Charges,
     or (ii) in the Company's most recent Annual Report on Form 10-K under the
     caption "Selected Financial Data" have been compared with the general
     accounting records of the Company and such dollar amounts, percentages and
     financial information have been found to be in agreement with the
     accounting records of the Company and the computations have been found to
     be

<PAGE>
 
                                                                              12

     arithmetically correct.  Each such letter shall relate to the Registration
     Statement and Prospectus as amended or supplemented to the date of each
     such letter.

          (d) Since the date of the most recent audited or unaudited financial
     statements included in or incorporated by reference in the Registration
     Statement and Prospectus, and up to (in the case of your obligation to
     solicit offers to purchase Notes) the time of such solicitations or since
     the date of any agreement by you to purchase Notes as principal and up to
     (in the case of your obligation to purchase Notes as principal) the
     settlement date relating to such purchase pursuant to a Terms Agreement or
     otherwise, there shall not have been any material adverse change in the
     condition of the Company, financial or otherwise. Since the respective most
     recent dates as of which information is given (i) in the Registration
     Statement and Prospectus, as amended or supplemented through the date of
     this Agreement, including by incorporation by reference therein, and up to
     the Closing Date, the Company shall not have any material contingent
     liability, except as reflected in or contemplated by the Registration
     Statement or Prospectus as so amended or supplemented, (ii) in the
     Registration Statement and Prospectus as amended or supplemented through
     the date of any agreement by you to purchase Notes as principal, including
     by incorporation by reference, and prior to each corresponding settlement
     date, the Company shall not have any material contingent liability, except
     as reflected in or contemplated by the Registration Statement or Prospectus
     as so amended or supplemented. On the Closing Date or any applicable date
     referred to in paragraph 7(b) hereof, as the case may be, the
     representations and warranties of the Company in this Agreement shall be
     true and correct, and the Company shall have performed all obligations and
     satisfied all conditions required of it under this Agreement; and at the
     Closing Date or any applicable date referred to in paragraph 7(b) hereof,
     as the case may be, you shall have received a certificate to such effect,
     signed by the Chairman of the Board, the President or any Vice President of
     the Company, it being understood that such certificate shall relate to the
     Registration Statement and Prospectus as amended or supplemented to the
     date of such certificate.

          (e) All legal proceedings to be taken in connection with the
     transactions contemplated by this Agreement shall have been satisfactory to
     McGuire, Woods, Battle & Boothe, L.L.P.

          In case any of the conditions specified above in this paragraph 7
shall not have been fulfilled, this Agreement may be terminated by any of you,
as to yourself only, upon mailing or delivering written notice thereof to the
Company. Any such termination shall be without liability of the terminating
party and the Company to each other, except as otherwise provided in paragraphs
6(b), 9(e) and 10 hereof.

<PAGE>
 
                                                                              13

     8.   Additional Covenant of the Company.  The Company agrees that each
          ----------------------------------                               
acceptance by it of an offer for the purchase of Notes hereunder shall be deemed
to be an affirmation to you that the representations and warranties of the
Company contained in this Agreement are true and correct as of the date of such
acceptance as though made at and as of such time, and a covenant that such
representations and warranties will be true and correct as of the date of
delivery to the purchaser or the purchaser's agent of the Note or Notes relating
to such acceptance and (in the case of your obligation to purchase Notes as
principal) as of the settlement date relating to such purchase pursuant to a
Terms Agreement or otherwise, as though made at and as of each such date (except
that such representations and warranties shall be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented to each
such date).

     9.   Indemnification.
          --------------- 

          (a) The Company agrees to indemnify and hold harmless you, your
     officers and directors and each person who controls you within the meaning
     of Section 15 of the Securities Act, or Section 20(a) of the Securities
     Exchange Act, against any and all losses, claims, damages or liabilities,
     joint or several, to which they or any of them may become subject under the
     Securities Act, the Securities Exchange Act or any other statute or common
     law and to reimburse you and each of your officers, directors and
     controlling persons for any legal or other expenses (including, to the
     extent hereunder provided, reasonable counsel fees) incurred by you or them
     in connection with investigating any such losses, claims, damages,
     liabilities, or in connection with defending any actions that arise out of
     or are based upon any untrue statement or alleged untrue statement of a
     material fact contained in the Registration Statement or the Prospectus, as
     originally filed or as amended or supplemented from time to time (if such
     amendments or supplements thereto shall have been furnished pursuant to
     paragraph 2(a) hereof), or the omission or alleged omission to state
     therein a material fact required to be stated therein or necessary to make
     the statements therein not misleading; provided that the indemnity
     agreement contained in this paragraph shall not apply to any such losses,
     claims, damages, liabilities, expenses or actions arising out of or based
     upon any such untrue statement or alleged untrue statement, or any such
     omission or alleged omission, if such statement or omission was made in
     reliance upon information furnished in writing to the Company by any of you
     or on behalf of any of you for use in the Registration Statement or any
     amendment thereto, in the Prospectus or in any supplement thereto.

<PAGE>
 
                                                                              14

          (b) Each of you agree to indemnify and hold harmless the Company, its
     officers and directors and each person who controls the Company within the
     meaning of Section 15 of the Securities Act or Section 20(a) of the
     Securities Exchange Act, against any and all losses, claims, damages or
     liabilities, joint or several, to which they or any of them may become
     subject under the Securities Act, the Securities Exchange Act or any other
     statute or common law and to reimburse each of them for any legal or other
     expenses (including, to the extent hereinafter provided, reasonable counsel
     fees) incurred by them in connection with investigating any such losses,
     claims, damages or liabilities or in connection with defending any actions,
     insofar as such losses, claims, damages, liabilities, expenses or actions
     arise out of or are based upon any untrue statement or alleged untrue
     statement of a material fact contained in the Registration Statement or the
     Prospectus, as originally filed or as amended or supplemented from time to
     time (if such amendments or supplements thereto shall have been furnished
     pursuant to paragraph 2(a) hereof) or the omission or alleged omission to
     state therein a material fact required to be stated therein or necessary to
     make the statements therein not misleading, if such statement or omission
     was made in reliance upon information furnished in writing to the Company
     by you or on your behalf for use in the Registration Statement or the
     Prospectus or any amendment or supplement to either thereof.

          (c) Each of you and the Company agree that, upon the receipt of notice
     of the commencement of any action against the Company or any of its
     officers or directors, or any person controlling the Company, or against
     you, your officers, directors or any controlling person as aforesaid, in
     respect of which indemnity may be sought on account of any indemnity
     agreement contained herein, you or the Company, as the case may be, will
     promptly give written notice of the commencement thereof to the party or
     parties against whom indemnity shall be sought hereunder, but the omission
     so to notify such indemnifying party or parties of any such action shall
     not relieve such indemnifying party or parties from any liability which it
     or they may have to the indemnified party or parties otherwise than on
     account of such indemnity agreement. In case such notice of any such action
     shall be so given, such indemnifying party shall be entitled to participate
     at its own expense in the defense or, if it so elects, to assume (in
     conjunction with any other indemnifying parties) the defense of such
     action, in which event such defense shall be conducted by counsel chosen by
     such indemnifying party (or parties) and reasonably satisfactory to the
     indemnified party or parties who shall be defendant or defendants in such
     action, and such

<PAGE>
 
                                                                              15

     defendant or defendants shall bear the fees and expenses of any additional
     counsel retained by them; provided that, if the defendants in any such
     action include both the indemnified party and the indemnifying party (or
     parties) and the indemnified party shall have reasonably concluded that
     there may be legal defenses available to it and/or other indemnified
     parties which are different from or additional to those available to the
     indemnifying party (or parties), the indemnified party shall have the right
     to select separate counsel to assert such legal defenses and to participate
     otherwise in the defense of such action on behalf of such indemnified
     party.  The indemnifying party shall bear the reasonable fees and expenses
     of counsel retained by the indemnified party if (i) the indemnified party
     shall have retained such counsel in connection with the assertion of legal
     defenses in accordance with the proviso to the preceding sentence (it being
     understood, however, that the indemnifying party shall not be liable for
     the expenses of more than one separate counsel, representing the
     indemnified parties under (a) or (b), as the case may be, of this paragraph
     9 who are parties to such action), (ii) the indemnifying party shall elect
     not to assume the defense of such action, (iii) the indemnifying party
     shall not have employed counsel reasonably satisfactory to the indemnified
     party to represent the indemnified party within a reasonable time after
     notice of the commencement of the action, or (iv) the indemnifying party
     has authorized the employment of counsel for the indemnified party at the
     expense of the indemnifying party.  No indemnifying party shall, without
     the prior written consent of the indemnified party, effect any settlement
     of any pending or threatened proceeding in respect of which any indemnified
     party is or could have been a party and indemnity could have been sought
     hereunder by such indemnified party, unless such settlement includes an
     unconditional release of such indemnified party from all liability on
     claims that are the subject matter of such proceeding.

          (d) If the indemnification provided for in this paragraph 9 is
     unavailable to or insufficient to hold harmless an indemnified party under
     subsection (a) or (b) above in respect of any losses, claims, damages or
     liabilities (or actions in respect thereof) referred to therein, then each
     indemnifying party shall contribute to the amount paid or payable to such
     indemnified party as a result of such losses, claims, damages or
     liabilities (or actions in respect thereof) in such proportion as is
     appropriate to reflect the relative fault of the Company, on the one hand,
     and of any of you participating in the transaction at issue, on the other,
     in connection with the statements or omissions which resulted in such
     losses, claims, damages or liabilities (or actions in respect thereof), as
     well as any other relevant equitable

<PAGE>
 
                                                                              16
     considerations, including relative benefit. The relative fault shall be
     determined by reference to, among other things, whether the untrue or
     alleged untrue statement of a material fact or the omission or alleged
     omission to state a material fact required to be stated therein or
     necessary in order to make the statements therein not misleading relates to
     information supplied by the Company on the one hand or by you on the other
     hand and the parties' relative intent, knowledge, access to information and
     opportunity to correct or prevent such statement or omission. The Company
     and each of you agree that it would not be just and equitable if
     contribution pursuant to this subsection (d) were determined by pro rata
     allocation (even if all of you were treated as one entity for such purpose)
     or by any other method of allocation which does not take account of the
     equitable considerations referred to above in this subsection (d). The
     amount paid or payable by an indemnified party as a result of the losses,
     claims, damages or liabilities (or actions in respect thereof) referred to
     above in this subsection (d) shall be deemed to include any legal or other
     expenses reasonably incurred by such indemnified party in connection with
     investigating or defending any such action or claim. Notwithstanding the
     provisions of this subsection (d), none of you shall be required to
     contribute any amount in excess of the amount by which the total price at
     which the Notes purchased by or through you were sold exceeds the amount of
     any damages which you have otherwise been required to pay by reason of such
     untrue or alleged untrue statement or omission or alleged omission. No
     person guilty of fraudulent misrepresentation (within the meaning of
     Section 11(f) of the Securities Act) shall be entitled to contribution from
     any person who was not guilty of such fraudulent misrepresentation. The
     obligation of each of you under this subparagraph (d) to contribute are
     several in proportion to the respective purchases made by or through you to
     which such loss, claim, damage or liability (or action in respect thereof)
     relates and are not joint.

          (e) The agreements contained in this paragraph 9 shall remain
     operative and in full force and effect regardless of any termination of
     this Agreement, any investigation made by or on behalf of such party, or
     any person controlling such party, and shall survive each delivery of the
     Notes.

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

     11.  Status as Agent.  In soliciting offers by others to purchase Notes
          ---------------                                                   
from the Company, you are acting solely as agent for the Company, and not as
principal.  You will make reasonable efforts to assist the Company in obtaining
performance by each

<PAGE>
                                                                              17

purchaser whose offer to purchase Notes has been accepted by the Company, but
you shall not have any liability to the Company in the event such purchase is
not consummated for any reason.  If the Company shall default on its obligation
to deliver Notes to a purchaser whose offer it has accepted, the Company shall
hold you harmless against any loss, claim or damage arising from or as a result
of such default by the Company.

     12.  Termination.  This Agreement may be terminated for any reason, at any
          -----------                                                          
time by any of you as to the Company or by the Company as to any of you upon the
giving by the terminating party of 30 days' written notice of such termination
to the other parties hereto. Each of you may also terminate any agreement by you
to purchase Notes as principal, immediately upon notice to the Company, at any
time prior to the settlement date relating thereto if during such period (a)
there shall have occurred any material adverse change in the financial markets
in the United States or any outbreak or escalation of hostilities or other
national or international calamity or crisis the effect of which is such as to
make it, in your judgment, impracticable or inadvisable to market the Notes or
enforce contracts for the sale of Notes on the terms and in the manner
contemplated in the Prospectus, or (b) if trading in any securities of the
Company has been suspended by the Commission or a national securities exchange,
or if trading generally on either the American Stock Exchange or the New York
Stock Exchange shall have been suspended, or minimum or maximum prices for
trading have been fixed, or maximum ranges for prices for securities have been
required, by either of said exchanges or by order of the Commission or any other
governmental authority, or if a banking moratorium shall have been declared
either by federal or New York authorities or by the relevant authorities in the
country or countries of origin of any foreign currency or currencies in which
the Notes are denominated or payable, or (c) after the acceptance by you of such
agreement to purchase Notes as principal and at or prior to the settlement date
relating thereto, the Company shall have sustained a substantial loss by fire,
flood, accident or other calamity which in your judgment renders it inadvisable
to consummate the sale of the Notes and the delivery of the Notes upon the terms
set forth in such agreement, regardless of whether or not such loss shall have
been insured, or (d) there shall have occurred a downgrading in the rating
accorded the Company's unsecured debt securities by any "nationally recognized
statistical rating organization", as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the Securities Act.

          In the event of any such termination, neither the terminating party
nor the terminated party shall have any liability to the other except as
provided in the third full paragraph of paragraph 3(a), paragraph 6(b),
paragraph 9 and paragraph 10 and except that, if at the time of termination you
shall own any of the Notes with the intention of reselling them or an offer for
the purchase of Notes

<PAGE>
 
                                                                              18

shall have been accepted by the Company but the time of delivery to the
purchaser or such purchaser's agent of the Note or Notes relating thereto shall
not yet have occurred, the Company shall also have the obligations provided in
paragraphs 7 and 8 hereof until such Notes have been resold or delivered, as the
case may be, provided, however, that the Company's obligation to comply with the
provisions of paragraphs 7(b) through (d) and paragraph 8 hereof as set forth in
the immediately preceding clause of this sentence shall be subject to the
conditions set forth in the first sentence of paragraph 7(a) hereof.

     13.  Miscellaneous.  The validity and interpretation of this Agreement
          -------------                                                    
shall be governed by the laws of the State of New York.  This Agreement may be 
executed in two or more counterparts. This Agreement shall inure to your
benefit, the benefit of the Company and, with respect to the provisions of
paragraph 9 hereof, each person who controls you and each of your officers and
directors and each controlling person and each officer and director of the
Company referred to in said paragraph 9, and their respective successors,
assigns, executors and administrators. Nothing in this Agreement is intended or
shall be construed to give to any person, firm or corporation any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision herein contained. The term "successors" as used in this Agreement
shall not include any of the purchasers, as such, of any of the Notes.

          14.  Notices.  Except as otherwise specifically provided herein or in
               -------                                                         
the Procedures, all communications hereunder shall be in writing or by telegram
and, if to you, shall be sent by telex, facsimile transmission, registered mail
or delivered to the address set forth under your signature below and, if to the
Company, shall be sent by telex, facsimile transmission, registered mail or
delivered to it, attention of Treasurer, One James River Plaza, Richmond,
Virginia 23219 (fax: (804)771-4066).

<PAGE>
 
                                                                              19

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

                              Very truly yours,

                              VIRGINIA ELECTRIC AND POWER COMPANY


                              By:
                                 --------------------------------
                                       Vice President

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


MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

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

Address for Notices:

Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner &
 Smith Incorporated
World Financial Center, North Tower
23rd Floor
New York, New York 10281-1323
Attention:  MTN Product Management
Telephone:  (212) 499-7582
Telecopy:   (212) 449-2234


By:
   ----------------------------------
          GOLDMAN, SACHS & CO.

Address for Notices:

Goldman, Sachs & Co.
85 Broad Street
27th Floor
New York, New York 10004
Attention:  MTN Desk
Telephone:  (212) 902-1482
Telecopy:   (212) 902-0658 or
            (212) 902-4409


MORGAN STANLEY & CO. INCORPORATED

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

Address for Notices:

Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
4th Floor
New York, New York 10020
Attention:  Manager Continuously Offered Products
Telephone:  (212) 296-6700
Telecopy:   (212) 764-7490

With copy to:

Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
28th Floor
New York, New York 10020
Attention: Peter Cooper - IBD Information Center
Telephone: (212) 703-8385
Telecopy: (212) 703-6476

<PAGE>
 
                                                                       EXHIBIT A

                      VIRGINIA ELECTRIC AND POWER COMPANY

                          MEDIUM-TERM NOTES, SERIES F

                                TERMS AGREEMENT
                                ---------------

                                                                  July __, 1995

Virginia Electric and Power Company, One James River Plaza, Richmond, Virginia
23219

Attention:  Treasurer

     Re:  Distribution Agreement dated July __, 1995

                 The undersigned agrees to purchase the following principal
amount of Securities:

                                                                $_______________

     Interest Rate:
     Stated Maturity:
     Purchase Price: _____% of par
     Specified Currency:
     Original Issue Date:
     Redemption Terms:

            (i)      Initial Redemption Date
           (ii)      Initial Redemption Percentage (% of par)
          (iii)      Annual Redemption Percentage Reduction
           (iv)      Limitation Date
            (v)      Refunding Rate

     Settlement Date and Time:

     Exceptions, if any, to paragraph 6(h) of the Distribution Agreement:

     [Insert the certificates, opinions and accountants' letters to be required
     pursuant to paragraph 7 of the Distribution Agreement.]


                                      [Name of Agent Purchasing as Principal]
     
     
                                      By:
                                         ---------------------------------------
                                         Title:

Accepted:

Virginia Electric and Power Company


By:
   -------------------------------
   Title:

<PAGE>
 
                                                                       EXHIBIT B


                      VIRGINIA ELECTRIC AND POWER COMPANY

                   Medium-Term Note Administrative Procedures


          Medium-Term Notes, Series F due from 9 Months to 30 Years from the
date of issue (the Notes) in the aggregate principal amount at any time
outstanding not to exceed U.S. $200,000,000 or the equivalent thereof in
Specified Currencies are offered on a continuing basis by Virginia Electric and
Power Company (the Company) through Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Goldman, Sachs & Co., and Morgan Stanley & Co.
Incorporated, as agents (the Agents), who have agreed to use their best efforts
to solicit offers to purchase the Notes and who may also purchase Notes, as
principals, for resale.

     The Notes are being sold pursuant to Distribution Agreements, dated July
__, 1995 between the Company and each of the Agents (the Distribution
Agreements).  The Company has reserved the right to sell Notes directly on its
own behalf.  The Notes will be senior, unsecured debt and have been registered
with the Securities and Exchange Commission (the Commission).  Chemical Bank is
the trustee (the Trustee) under the Indenture, dated as of April 1, 1988, as
supplemented by the First Supplemental Indenture, dated as of August 1, 1989,
between the Company and the Trustee (such Indenture, as amended and
supplemented, hereafter referred to as the Indenture) covering the Notes.
Chemical Bank shall also act as a paying agent, pursuant to an appointment by
the Company, for payment of the principal of (and premium, if any) and interest
on the Notes when due.

          In the case of purchases of Notes by any of the Agents, as principal,
the relevant terms and settlement details related thereto, including the
settlement date referred to in paragraph 3(b) of each Distribution Agreement,
will be set forth in a Terms Agreement or otherwise entered into between such
Agent and the Company pursuant to the relevant Distribution Agreement.

          The Notes will either be issued (i) in book-entry form and represented
by one or more fully registered Notes (each, a Global Security) delivered to
Chemical Bank or its successor (Chemical Bank), as agent for The Depository
Trust Company (DTC), and recorded in the book-entry system maintained by DTC, or
(ii) in certificated form delivered to the purchaser thereof or a person
designated by such purchaser (Certificated Note). Owners of beneficial interests
in a Global Security will be entitled to physical delivery of Notes in
certificated form equal in principal amount to their respective beneficial
interests only upon certain limited circumstances described in the Prospectus.

<PAGE>
 
     Administrative responsibilities, document control and record-keeping
functions will be handled for the Company by its Treasurer's Department.  The
Company will advise the Agents in writing of those persons handling
administrative responsibilities with whom the Agents are to communicate
regarding offers to purchase Notes and the details of their delivery.

     General procedures relating to the issuance and administration of all Notes
are set forth in Part I hereof.  Additionally, Global Securities and beneficial
interests therein will be issued and administered in accordance with the
procedures set forth in Part II hereof and Notes issued in certificated form
will be issued and administered in accordance with the procedures set forth in
Part III hereof.  Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in the Indenture or the Notes, as the
case may be.


                             Part I: Administrative
                      Procedures of General Applicability


Date of Issuance;   Each Note will be dated as of the date of its authentication
Authentication:     by the Trustee. Each Note will also bear an original issue
                    date (the Original Issue Date). Except for the consolidation
                    of two or more Global Securities, the Original Issue Date
                    shall remain the same for all Notes subsequently issued upon
                    transfer, exchange or substitution of such original Note
                    regardless of their dates of authentication.

Maturity;           Each Note will mature on a date selected by the purchaser
Redemption:         and agreed to by the Company, which will be at least 9
                    months but not more than 30 years from the Original Issue
                    Date. The Notes will be subject to redemption by the Company
                    on and after the Redemption Date, if any, at the respective
                    Redemption Prices. Redemption Dates and the applicable
                    Redemption Prices, if any, will be agreed to by the Company
                    and the purchaser at the time of sale and set forth on the
                    applicable Note and in the applicable Pricing Supplement. If
                    no Redemption Date is indicated with respect to a Note, such
                    Note will not be redeemable prior to Stated Maturity. If the
                    applicable Pricing Supplement so provides, the terms of a
                    Note which is subject to redemption prior to Stated Maturity
                    may specify that the Company

                                      B-2

<PAGE>
 
                    may not redeem such Note prior to a specified date (the
                    Limitation Date) as a part of, or in anticipation of, a
                    refunding operation by the application of monies borrowed
                    having an interest cost to the Company of less than a
                    specified rate (the Refunding Rate).  The Notes will not be
                    subject to amortization or a sinking fund.

Denominations:      Unless otherwise determined by the Company, Notes will be
                    issued and payable in U.S. dollars in the denomination of
                    U.S. $1,000 and any larger denomination which is an integral
                    multiple of U.S. $1,000.

Registration:       Notes will be issued only in fully registered certificated
                    or book-entry form. 

                    
                   
Base Rates applic-  Unless otherwise provided in the applicable Pricing 
  able to Floating  Supplement, Floating Rate Notes (except for certain Original
  Rate Notes:       Issue Discount Notes) will bear interest at a rate
                    determined by reference to the CD Rate (CD Rate Notes), the
                    Commercial Paper Rate (Commercial Paper Rate Notes), LIBOR
                    (LIBOR NOTES), the Prime Rate (Prime Rate Notes), the
                    Federal Funds Rate (Federal Funds Rate Notes), the Treasury
                    Rate (Treasury Rate Notes), the CMT Rate (CMT Rate Notes),
                    or such other interest rate basis or formula as may be set
                    forth in the applicable Pricing Supplement, as adjusted by
                    the Spread and/or Spread Multiplier, if any, applicable to
                    such Floating Rate Notes.

Interest            Unless otherwise provided in an applicable Fixed Rate Note,
Payments:           interest payments on Fixed Rate Notes (except defaulted 
                    interest) will be made on each January 1 and July 1 and at
                    Stated Maturity or upon earlier redemption, as the case may
                    be. Interest payments on Floating Rate Notes will be made as
                    specified in the related Floating Rate Note and Pricing
                    Supplement. Interest payments will be made on the interest
                    payment dates established as set forth above (the Interest
                    Payment Dates) to the registered owners at the close of
                    business on the immediately preceding record dates, which
                    shall, unless otherwise indicated in the applicable Pricing
                    Supplement, be the dates 15 calendar days (whether or not a
                    Business Day) preceding such Interest Payment Dates,
                    respectively (the Record Dates); except that where a Note is
                    issued between a Record Date and the Interest Payment Date
                    relating thereto, interest for the period beginning on the
                    Original Issue Date and ending on such Interest Payment Date
                    will be paid on the second Interest Payment Date following
                    the Original Issue Date to the person in whose name such
                    Note was registered on the Record Date immediately preceding
                    such Interest Payment Date. Interest payable at Stated
                    Maturity or upon earlier redemption, as the case may be,
                    will be paid to the same person to whom principal is
                    payable. Interest will begin to accrue on the Original Issue
                    Date of a Note for the first interest period and from the
                    most recent Interest Payment Date to which interest has been
                    paid for all subsequent interest periods. Each payment of
                    interest shall include interest accrued through the day
                    before the Interest Payment Date, Stated Maturity or earlier
                    redemption, as the case may be (each Stated Maturity or
                    Redemption Date is referred to herein as Maturity). If an
                    Interest Payment Date with respect to any Fixed Rate Note
                    falls on a day that is not a Business Day, the payment of
                    interest required to be made on such Interest Payment Date
                    need not be made on such day, but may be made on the next
                    succeeding Business Day with the same force and effect as if
                    made on such Interest Payment Date and no interest shall
                    accrue on such payment for the period from and after such
                    Interest Payment Date. If an Interest Payment Date (other
                    than at Maturity) with respect to any Floating Rate Note
                    would otherwise fall on a day that is not a Business Day,
                    such Interest Payment Date will be the following day that is
                    a Business Day, except that in the case of a LIBOR Note (or
                    a Note for which LIBOR is an applicable Base Rate), if such
                    day falls in the next succeeding calendar month, such
                    Interest Payment Date will be the preceding day that is a
                    Business Day. If the date of Maturity of a Note is not a
                    Business Day, the payment of principal and interest due on
                    such day shall be made on the next succeeding Business Day
                    and no interest shall accrue on such payment for the period
                    from and after such Maturity. For additional special
                    provisions relating to Floating Rate Notes, see the
                    Prospectus and the applicable Pricing Supplement.


                                      B-3

<PAGE>
 
Computation         In the case of Fixed Rate Notes, interest (including 
of Interest:        payments for partial periods) will be calculated on the
                    basis of a 360-day year of twelve 30-day months. (Examples
                    of interest calculations are as follows: 6-15-95 to 12-15-95
                    equals six months, zero days or 180 days; thus the interest
                    paid equals 180/360 x the annual rate of interest x face
                    value. The period from 6-17-95 to 11-15-95 equals four
                    months, 28 days or 148 days; thus the interest paid equals
                    148/360 x the annual rate of interest x face value.)
                    Interest does not accrue on the 31st day of any month.

                    The interest rate on each Floating Rate Note will be
                    calculated by reference to the specified Base Rate in either
                    case plus or minus the applicable Spread, if any, and/or
                    multiplied by the applicable Spread Multiplier, if any.

                    Unless otherwise provided in the applicable Pricing
                    Supplement, interest on each Floating Rate Note will be
                    calculated by multiplying its face amount by an accrued
                    interest factor. Such accrued interest factor is computed by
                    adding the interest factor calculated for each day in the
                    period for which accrued interest is being calculated.

                    Unless otherwise specified in the applicable Pricing
                    Supplement, the interest factor for each such day is
                    computed by dividing the interest rate applicable to such
                    day by 360 in the case of CD Rate Notes, Commercial Paper
                    Rate Notes, Federal Funds Rate Notes, LIBOR Notes or Prime
                    Rate Notes, or by the actual number of days in the year in
                    the case of Treasury Rate Notes and CMT Rate Notes.

Acceptance and      The Company will have the right to accept or reject in whole
Rejection of        or in part offers to purchase Notes. Each Agent shall
Offers:             communicate to the Company, orally or in writing, each offer
                    to purchase Notes received by it, other than those rejected
                    by it as unreasonable. Each Agent may reject any offer in
                    whole or in part.

Payment:            The Company, prior to the first sale of any of the Notes
                    hereunder, shall deliver to each Agent standing wire
                    transfer instructions for funds payable by such Agent to the
                    Company for Notes sold by such Agent hereunder. Such
                    instructions may be changed at any time by the Company.

Settlement:         The receipt of immediately available funds by the Company in
                    payment for a Note and the authentication and issuance of
                    such Note shall constitute "settlement" with respect to such
                    Note.  All offers accepted by the Company will be settled
                    not later than the third Business Day next following such
                    acceptance pursuant to the timetable for settlement set
                    forth in Parts II and III hereof unless the Company and the
                    purchaser agree to settlement on a later date; provided,
                    however, that in the case of a delayed settlement the
                    Company will notify the Trustee at least 24 hours prior to
                    the time of settlement.

                    In the event of a purchase of Notes by an Agent, as
                    principal, appropriate settlement details will be set forth
                    in the applicable Terms Agreement or otherwise to be entered

                                      B-4

<PAGE>
 
                    into between the Agent and the Company pursuant to the
                    Distribution Agreements.
             
Procedure for       When a decision has been reached to set the interest rates
Rate:               of Notes being sold by the Company, the Company will
                    promptly advise the Agents, who will forthwith suspend
                    solicitation of offers to purchase Notes. At that time, the
                    Agents may recommend and the Company may establish new or
                    revised "posted" rates. Immediately thereafter, the Agents
                    may solicit offers to purchase Notes at the posted rates.
                    Immediately following acceptance of any such offers, the
                    Company will prepare Pricing Supplements reflecting such
                    posted rates and will arrange to have ten Pricing
                    Supplements filed with, or mailed for filing to, the
                    Commission pursuant to Rule 424(b)(3) of the Securities Act
                    of 1933, as amended. In each instance that a Pricing
                    Supplement is prepared, the Agents will affix the Pricing
                    Supplements to the Prospectuses prior to its use. Outdated
                    Pricing Supplements (other than those retained for files)
                    will be destroyed. The Company will provide to the Agent the
                    necessary quantity of Pricing Supplements.

Preparation of      Information to be included in the Pricing Supplement shall 
  Pricing           include: 
  Supplement: 
                    1.  the name of the Company;

                    2.  the title of the securities, including series 
                        designation, if any;

                    3.  the date of the Pricing Supplement and the dates of the 
                        Prospectus and Prospectus Supplement to which the 
                        Pricing Supplement relates; 

                    4.  the name of the Presenting Agent (as defined below);

                    5.  whether such Notes are being sold to the Presenting 
                        Agent as principal or to an investor or other purchaser
                        through the Presenting Agent acting as agent for the 
                        Company;

                    6.  with respect to Notes sold to the Presenting Agent as
                        principal, whether such Notes will be resold by the
                        Presenting Agent to investors and other purchasers (i)
                        at a fixed public offering price of a specified
                        percentage of their principal amount, (ii) at varying
                        prices related to prevailing market prices at the time
                        of resale to be determined by the Presenting Agent or
                        (iii) at 100% of their principal amount;

                    7.  with respect to Notes sold to an investor or other
                        purchaser through the Presenting Agent acting as agent
                        for the Company, whether such Notes will be sold at (i)
                        100% of their principal amount or (ii) at a specified
                        percentage of their principal amount;

                    8.  the Presenting Agent's commission or underwriting 
                        discount;

                    9.  Net proceeds to the Company;

                    10. the Principal Amount, Original Issue Date, Stated
                        Maturity, Redemption Date, if any, Initial Redemption
                        Percentage, if any, Annual Redemption Percentage
                        Reduction, if any, and Optional Repayment Date or Dates,
                        if any, and, in the case of Fixed Rate Notes, the
                        Interest Rate, the Interest Payment Date or Dates (if
                        other than July 1 and January 1 of each year) and the
                        Record Date or Dates (if other than June 15 and December
                        15 of each year), and, in the case of Floating Rate
                        Notes, the Base Rate or Rates, the Index Maturity (if
                        applicable), the Initial Interest Rate, the Maximum
                        Interest Rate, if any, the Minimum Interest Rate, if
                        any, the Interest Payment Date or Dates, the Record Date
                        or Dates, the Interest Reset Date or Dates, the Spread
                        and/or Spread Multiplier, if any, and the Calculation
                        Agent; and any other information needed to complete a 
                        Floating Rate Note or a Fixed Rate Note;

                    11. the information with respect to the terms of the Notes
                        set forth below (whether or not the applicable Note is a
                        Book-Entry Note or a Certificated Note) under
                        "Administrative Procedures Relating to Global 
                        Securities - Settlement Procedures", items (A)1, 2, 3 
                        and 10; and

                    12. any other provisions of the Notes material to investors 
                        or other purchasers of the Notes not otherwise specified
                        in the Prospectus or Pricing Supplement.

Pricing             The Company shall have delivered a completed Pricing
Supplement          Supplement, via next day mail or telecopy to arrive no later
Instructions:       than 11:00 A.M. on the Business Day following the trade
                    date, to the Agent which made or presented the offer to
                    purchase the applicable Note (in such capacity, the
                    Presenting Agent) at the following locations:

                    Merrill Lynch & Co.:

                      Merrill Lynch & Co. - Tritech Services
                      4 Corporate Place
                      Corporate Park 287
                      Piscataway, NJ 08854
                      Attn:  Final Prospectus Unit/Nachman
                      Telephone:  (908) 878-6525/26/27
                      Telecopy:  (908) 878-6530

                      also, for record keeping purposes,
                      please send a copy to:

                                      B-5

<PAGE>
 
                      Merrill Lynch & Co.,
                      Merrill, Lynch, Pierce, Fenner &
                        Smith Incorporated
                      Merrill Lynch World Headquarters
                      World Financial Center, North Tower
                      23rd Floor
                      New York, NY 10281-1323
                      Attn:  MTN Product Management
                      Telephone:  (212) 449-7582
                      Telecopy:  (212) 449-2234

                    Morgan Stanley & Co. Incorporated:

                      Morgan Stanley & Co. Incorporated
                      1221 Avenue of the Americas
                      4th Floor
                      New York, NY 10020
                      Attn:  Medium-Term Note Trading Desk/Carlos Cabrera
                      Telephone:  (212) 296-5830
                      Telecopy:  (212) 764-7490
                       
                      Morgan Stanley & Co. Incorporated
                      1221 Avenue of the Americas
                      4th Floor
                      New York, NY 10020
                      Attn:  Debt Syndicate Department

                    Goldman, Sachs & Co.:
 
                      Goldman, Sachs & Co.
                      85 Broad Street
                      27th Floor
                      New York, NY 10004
                      Attn:  MTN Desk
                      Telephone:  (212) 902-1482
                      Telecopy:  (212) 902-0658 or
                                 (212) 902-4409

             
Suspension of       Subject to its representations, warranties and covenants
Solicitation;       contained in the Distribution Agreements, the Company may
Amendment or        instruct the Agents to suspend solicitation of offers to
Supplement:         purchase at any time. Upon receipt of such instructions,
                    each Agent forthwith will suspend solicitation until such
                    time as the Company has advised it that solicitation of
                    offers to purchase may be resumed. If the Company decides to
                    amend or supplement the Registration Statement or the
                    Prospectus relating to the Notes (other than to change
                    rates), it will promptly advise the Agents and will furnish
                    them and the Trustee with copies of the proposed amendment
                    or supplement, all consistent with its

                                      B-6

<PAGE>
 
                    obligations under the Distribution Agreements.  In the event
                    that at the time the solicitation of offers to purchase is
                    suspended (other than to change interest rates) there shall
                    be any orders outstanding which have not been settled, the
                    Company will, consistent with its obligations under the
                    Distribution Agreements, promptly advise the Agents and the
                    Trustee whether such orders may be settled and whether
                    copies of the Prospectus as in effect at the time of the
                    suspension may be delivered in connection with the
                    settlement of such orders.  The Company will have the sole
                    responsibility for such decision and for any arrangements
                    which may be made in the event that the Company determines
                    that such orders may not be settled or that copies of such
                    Prospectus may not be so delivered.

Delivery of         A copy of the Prospectus as most recently amended or
Prospectus:         supplemented must be sent by the Agent to a customer or a
                    customer's agent prior to or together with the earlier of
                    delivery of (i) each written confirmation of a sale sent to
                    such customer or agent or (ii) each Note delivered to such
                    customer or agent. If notice of a change in the terms of the
                    Note is received by the Agents between the time an order for
                    Notes is placed and the time written confirmation thereof is
                    sent to a customer or a customer's agent, such confirmation
                    shall be accompanied by a Prospectus bearing a supplement
                    setting forth the rates in effect when the order was placed
                    and a supplement setting forth the revised rates.
              
Authenticity        The Company will cause the Trustee to furnish the Agents
of Signatures:      from time to time with the specimen signatures of each of
                    the officers, employees or agents who have been authorized
                    by the Trustee to authenticate Notes, but the Agents will
                    have no obligation or liability to the Company or the
                    Trustee in respect of the authenticity of the signature of
                    any officer, employee or agent of the Company or the Trustee
                    on any Note.

Advertising Costs:  The Company will determine with the Agents the amount of
                    advertising that may be appropriate in connection with the

                                      B-7

<PAGE>
 
                    solicitation of offers to purchase the Notes.  Advertising
                    expenses approved by the Company in connection with the
                    solicitation of offers to purchase Notes from the Company
                    will be paid by the Company.

Chemical Bank       Nothing herein will be deemed to require Chemical Bank to
Not to Risk         risk or expend its own funds in connection with any payment
Funds:              to the Company, the Agent, the Depositary or any Holder, it
                    being understood by all parties that payments made by
                    Chemical Bank to any party will be made only to the extent
                    that funds are provided to Chemical Bank for such purpose.


                            Part II: Administrative
                    Procedures Relating to Global Securities


          In connection with the qualification of Global Securities for
eligibility in the book-entry system maintained by the Depositary, Chemical Bank
will perform the custodial, document control and administrative functions
described below, in accordance with the obligations of Chemical Bank under a
Letter of Representations from the Company and Chemical Bank to the Depositary,
dated June __, 1995, and a Medium-Term Note Certificate Agreement, dated
December 2, 1988, between Chemical Bank and the Depositary (the Certificate
Agreement), and Chemical Bank's obligations as a participant in the Depositary,
including the Depositary's Same-Day Funds Settlement System (SDFS).  It is
understood that the ownership interests of purchasers in Global Securities will
be credited to the book-entry accounts of one or more participants in the
Depositary (each a Participant) in accordance with the Depositary's customary
practices and reflected in the records of such Participants or one or more
indirect participants in the Depositary designated by such purchasers in
accordance with the arrangements between such purchasers and such Participants
and indirect participants.

Issuance:           All Fixed Rate Notes issued in book-entry form having the
                    same Original Issue Date, redemption terms, Interest Payment
                    Dates, interest rate, Specified Currency, original issue
                    discount provisions, if any, and Stated Maturity
                    (collectively, the Fixed Rate Terms) will be represented
                    initially by a single Global Security in fully registered
                    form without coupons, and all Floating Rate Notes issued in
                    book-entry form having the same Original Issue Date, Base
                    Rate, which may be the CD Rate, the Commercial Paper Rate,
                    the Federal Funds Rate, LIBOR, the Prime Rate, the Treasury
                    Rate, the CMT Rate or any other interest rate basis or
                    formula set forth by the Company, Initial Interest Rate,
                    Index Maturity, Spread and/or Spread Multiplier, if any,
                    Minimum Interest Rate, if any, Maximum Interest Rate, if
                    any, redemption and/or repayment terms, if any, and Stated
                    Maturity (collectively, Floating Rate Terms) will be
                    represented initially by a single Global Security in fully
                    registered form without coupons. Each Global Security will
                    bear an Original Issue Date, which will be (i) with respect
                    to an original Global Security (or any portion

                                      B-8

<PAGE>
 
                    thereof), its issue date, and (ii) following a consolidation
                    of Global Securities, the most recent date to which interest
                    has been paid or duly provided for on the predecessor Global
                    Securities, regardless of the date of authentication of such
                    subsequently issued Global Security.  No Global Security
                    will represent any Note issued in certificated form.

Identification:     The Company has arranged with the CUSIP Service Bureau of
                    Standard & Poor's Corporation (the CUSIP Service Bureau) for
                    the reservation of approximately 900 CUSIP numbers which
                    have been reserved for future assignment to Global
                    Securities, and the Company has delivered to Chemical Bank
                    and the Depositary an initial written list of such CUSIP
                    numbers.  The Company will assign CUSIP numbers to Global
                    Securities as described below under Settlement Procedure B.
                    The Depositary will notify the CUSIP Service Bureau
                    periodically of the CUSIP numbers that the Company has
                    assigned to Global Securities.  Chemical Bank will notify
                    the Company at any time when fewer than 100 of the reserved
                    CUSIP numbers remain assigned to Global Securities, and, if
                    it deems necessary, the Company will reserve additional
                    CUSIP numbers for assignment to Global Securities.  Upon
                    obtaining such additional CUSIP numbers, the Company will
                    deliver a list of such additional numbers to Chemical Bank
                    and the Depositary.  Ownership interests of purchasers
                    having an aggregate principal amount in excess of U.S.
                    $200,000,000 will be represented by two or more Global
                    Securities which shall all be assigned the same CUSIP
                    number.

Registration:       Each Global Security will be registered in the name of the
                    nominee for the Depositary, Cede & Co. or such other nominee
                    as requested by an authorized representative of the
                    Depositary (Cede & Co.), on the register maintained by
                    Chemical Bank under the Indenture.

Transfers:          Transfers of interests in a Global Security will be effected
                    in accordance with arrangements in effect between
                    Participants (and in certain cases, one or more indirect

                                      B-9

<PAGE>
 
                    participants in the Depositary) and the beneficial
                    transferors and beneficial transferees of such interests,
                    which will be reflected as appropriate by book entries made
                    by the Depositary.

Exchanges;          Chemical Bank may deliver to the Depositary and the CUSIP
Consolidation:      Service Bureau at any time a written notice specifying (i)
                    the CUSIP numbers of two or more Global Securities having
                    the same Fixed Rate Terms or Floating Rate Terms (except
                    that Original Issue Dates need not be the same) and for
                    which interest (if any) has been paid to the same date; (ii)
                    a date, occurring at least 30 days after such written notice
                    is delivered and at least 30 days before the next Interest
                    Payment Date (if any) for such Global Securities, on which
                    such Global Securities shall be exchanged for a single
                    replacement Global Security; and (iii) a new CUSIP number to
                    be assigned to such replacement Global Security. A copy of
                    such notice will be attached to such replacement Global
                    Security. Upon receipt of such a notice, the Depositary will
                    send to its Participants (including Chemical Bank) a written
                    reorganization notice to the effect that such exchange will
                    occur on such date. Prior to the specified exchange date,
                    Chemical Bank will deliver to the CUSIP Service Bureau
                    written notice setting forth such exchange date and the new
                    CUSIP number and stating that, as of such exchange date, the
                    CUSIP numbers of the Global Securities to be exchanged will
                    no longer be valid. On the specified exchange date, the
                    Trustee and Chemical Bank will exchange such Global
                    Securities for a single Global Security bearing the new
                    CUSIP number and a new Original Issue Date, and the CUSIP
                    numbers of the exchanged Global Securities will, in
                    accordance with CUSIP Service Bureau procedures, be
                    cancelled and not immediately reassigned. Notwithstanding
                    the foregoing, if the Global Securities to be exchanged
                    exceed U.S. $200,000,000 in aggregate principal amount, one
                    replacement Global Security will be authenticated and issued
                    to represent each U.S. $200,000,000 of principal amount of
                    the exchanged Global Securities and an additional Global
                    Security will be authenticated and issued to represent any


                                     B-10

<PAGE>
 
                    remaining principal amount of such Global Securities (see
                    "Denominations" below).

Denominations:      All Global Securities will currently be denominated in U.S.
                    dollars.  Unless otherwise determined by the Company,
                    beneficial interests in such Securities will be issued in
                    denominations of U.S. $1,000 and any larger denomination
                    which is an integral multiple of U.S. $1,000.  Global
                    Securities will be denominated in principal amounts not in
                    excess of U.S. $200,000,000.  If one or more such beneficial
                    interests having an aggregate principal amount in excess of
                    U.S. $200,000,000 would, but for the preceding sentence, be
                    represented by a single Global Security, then one Global
                    Security will be issued to represent each U.S. $200,000,000
                    principal amount of such interest or interests and an
                    additional Global Security will be issued to represent any
                    remaining principal amount of such interest or interests.
                    In such a case, each of the Global Securities representing
                    such interest or interests shall be assigned the same CUSIP
                    number.

Interest:           General. The Depositary will arrange for each pending
                    -------
                    deposit message described under Settlement Procedure C below
                    to be transmitted to Standard & Poor's Corporation, which
                    will use the message to include certain information
                    regarding the related Global Security in the appropriate
                    daily bond report published by Standard & Poor's
                    Corporation.

                    Regular Record Date.  Unless otherwise specified in the
                    -------------------                                    
                    related Pricing Supplement, the Record Dates with respect to
                    any Global Security bearing interest at a Fixed Rate will be
                    the December 15 and June 15 next preceding the January 1 and
                    July 1 Interest Payment Dates.

                    Unless otherwise specified in the related Pricing
                    Supplement, the Record Date with respect to any Interest
                    Payment Date for any Global Security bearing interest at a
                    Floating Rate shall be the date 15 calendar days (whether or
                    not a Business Day) preceding such Interest Payment Date.

Payments of Prin-  Payments of Interest Only.  Promptly after each Record Date,
cipal, Premium and -------------------------           
Interest:          Chemical Bank will deliver to the Company and the Depositary
                   a written notice specifying by CUSIP number the amount of
                   interest, if then known, to be paid on each Global Security
                   on the following Interest Payment Date (other than an
                   Interest Payment Date coinciding with Stated Maturity) and
                   the total of such amounts. The Company will

                                     B-11

<PAGE>
 
                    confirm with Chemical Bank the amount payable on each Global
                    Security on such Interest Payment Date.  The Depositary will
                    confirm the amount payable on each Global Security on such
                    Interest Payment Date by reference to the daily bond reports
                    published by Standard & Poor's Corporation.  On such
                    Interest Payment Date, the Company will pay to Chemical
                    Bank, and Chemical Bank in turn will pay to the Depositary,
                    such total amount of interest due (other than at Stated
                    Maturity), at the times and in the manner set forth below
                    under "Manner of Payment".

                    Payments at Stated Maturity or upon Redemption.  On or about
                    ----------------------------------------------              
                    the first Business Day of each month, Chemical Bank will
                    deliver to the Company and the Depositary a written list of
                    principal (and premium, if any) and interest to be paid, if
                    then known, on each Global Security maturing either at
                    Stated Maturity or upon earlier redemption in the following
                    month. Chemical Bank, the Company and the Depositary will
                    confirm the amounts of such principal (and premium, if any)
                    and interest payments with respect to each such Global
                    Security on or about the fifth Business Day preceding Stated
                    Maturity or earlier redemption of such Global Security. At
                    such Stated Maturity or earlier redemption, the Company will
                    pay to Chemical Bank, and Chemical Bank in turn will pay to
                    the Depositary, the principal amount of such Global
                    Security, together with interest and premium, if any, due on
                    such Stated Maturity or upon such earlier redemption, at the
                    times and in the manner set forth below under "Manner of
                    Payment". Promptly after payment to the Depositary of the
                    principal (and premium, if any) and interest due at Stated
                    Maturity or upon earlier redemption of such Global Security,
                    the Trustee will cancel and dispose of such Global Security,
                    make appropriate entries in its records and deliver a
                    certificate of disposition with respect thereto.

                    Manner of Payment.  The total amount of any principal (and
                    -----------------                                         
                    premium, if any) and interest due on Global Securities on
                    any Interest Payment Date or at Stated Maturity or upon
                    earlier redemption shall be paid by the Company to Chemical
                    Bank in funds immediately

                                     B-12

<PAGE>
 
                    available for use by Chemical Bank as of 9:30 a.m., New York
                    City time, on such date.  The Company will make such payment
                    on such Global Securities by instructing Chemical Bank to
                    withdraw funds from the account (number 322-012120)
                    maintained by the Company with Chemical Bank.  The Company
                    will confirm such instructions in writing by facsimile or
                    other acceptable means to Chemical Bank.  For maturity and
                    redemption, prior to 10:00 a.m., New York City time, on each
                    Stated Maturity or upon earlier redemption or as soon as
                    possible thereafter, Chemical Bank, following receipt of
                    such funds from the Company, will pay by separate wire
                    transfer (using Fedwire message entry instructions in a form
                    previously specified by the Depositary) to an account at the
                    Federal Reserve Bank of New York previously specified by the
                    Depositary, in funds available for immediate use by the
                    Depositary, each payment of principal (and premium, if any)
                    and interest due on Global Securities on such date; and for
                    interest payments, Chemical Bank will pay the Depositary in
                    same-day funds on the Interest Payment Date in accordance
                    with existing arrangements between Chemical Bank and the
                    Depositary.  Thereafter on each such date, the Depositary
                    will pay, in accordance with its SDFS operating procedures
                    then in effect, such amounts in funds available for
                    immediate use to the respective Participants in whose names
                    the beneficial interests in such Global Securities are
                    recorded in the book-entry system maintained by the
                    Depositary.  Once payment has been made to the Depositary,
                    neither the Company, Chemical Bank nor the Trustee shall
                    have any responsibility or liability for the payment by the
                    Depositary of the principal of (and premium, if any) or
                    interest on such beneficial interests to such Participants.

                    Withholding Taxes.  The amount of any taxes required under
                    -----------------                                         
                    applicable law to be withheld from any interest payment on a
                    beneficial interest in a Global Security will be determined
                    and withheld by the Participant, indirect participant in the
                    Depositary or other Person responsible for forwarding
                    payments and materials directly to the

                                     B-13

<PAGE>
 
                    beneficial owner of such interest, or as applicable law may
                    otherwise require.
           
Settlement          Settlement Procedures with regard to each beneficial
Procedures:         interest in a Global Security purchased by the Agent, as
                    principal, or sold by the Agent, as agent of the Company,
                    will be as follows:

               A.   After the acceptance of an offer by the Company with respect
                    to a beneficial interest in a Global Security, the Agent
                    will communicate the following details of the terms of such
                    offer (the Book-Entry Sale Information) to the Company by
                    telephone or other acceptable means:

                     1.  Principal amount of the beneficial interest to be
                         purchased;

                     2.  (a)  Fixed Rate Notes:

                            (i)  Interest Rate

                           (ii)  Interest Payment Dates

                         (b)  Floating Rate Notes:

                            (i)  Base Rate or Rates

                           (ii)  Initial Interest Rate

                          (iii)  Spread and/or Spread Multiplier, if any

                           (iv)  Interest Reset Date or Dates

                            (v)  Interest Reset Period

                           (vi)  Interest Payment Dates

                          (vii)  Record Dates

                         (viii)  Index Maturity

                           (ix)  Maximum and Minimum Interest Rates, if any

                            (x)  Calculation Agent

                     3.  Stated Maturity;

                     4.  Specified Currency (presently, only U.S. dollars);

                     5.  If the Specified Currency is other than U.S. dollars
                         (see 4, above), the applicable Exchange Rate (as
                         hereinafter defined) for such Specified Currency, and
                         the authorized denominations (including the minimum
                         denomination);

                     6.  Original Issue Date;

                     7.  Commission due to Agent;

                     8.  Net proceeds to the Company;

                     9.  Settlement date;

                    10.  If the Note is redeemable by the Company, such of the
                         following as are applicable:

                         (i)  Initial Redemption Date,

                        (ii)  Initial Redemption Percentage (% of par),

                                     B-14

<PAGE>
 
                       (iii)  Annual Redemption Percentage Reduction,

                        (iv)  Limitation Date, and

                         (v)  Refunding Rate;

                    11.  Denomination of Global Securities to be delivered at
                         settlement; and

                    12.  Current interest rate of U.S. Treasury security with
                         comparable maturity.

                    13.  Any other information needed to complete the
                         transaction or the applicable form of Note.

               B.   The Company will assign a CUSIP number to the Global
                    Security relating to the beneficial interest sold by the
                    Agent, and upon receiving the Book-Entry Sale Information
                    from the Agent, the Company will advise Chemical Bank in
                    writing, including facsimile or electronic transmission, of
                    the Book-Entry Sale Information received from the Agent and
                    the CUSIP number.

               C.   Chemical Bank will communicate to the Depositary, and the
                    Agent, through the Depositary's Participant Terminal System,
                    a pending deposit message specifying the following
                    settlement information:

                    1.   The applicable Book-Entry Sale Information;

                    2.   Identification numbers of the Participant accounts
                         maintained by the Depositary on behalf of Chemical Bank
                         and the Agent;

                    3.   Identification of the book-entry note as a Fixed Rate
                         Note or Floating Rate Note.

                    4.   Initial Interest Payment Date for the Global Security,
                         number of days by which such date succeeds the related
                         Record Date for Depositary purposes (or, in the case of
                         Floating Rate Notes which reset daily or weekly, the
                         date five calendar days preceding the Interest Payment
                         Date), and the amount of interest payable on such
                         Interest Payment Date per $1,000 principal amount of
                         such Security;

                    5.   CUSIP number of the Global Security; and

                    6.   Whether the Global Security will represent any other
                         beneficial interests in such Security issued or to be
                         issued (to the extent then known).

                                     B-15

<PAGE>
 
               D.   The Company will deliver to the Trustee a Global Security
                    representing such interest or interests, and the Company
                    will instruct the Trustee by facsimile transmission or other
                    acceptable written means to authenticate such Global
                    Security, to register such Global Security in the name of
                    Cede & Co., as nominee of the Depositary, and to effect
                    delivery thereof to the Depositary by Chemical Bank's
                    possession of such authenticated Global Security as agent
                    for the Depositary.

               E.   Chemical Bank will complete and the Trustee will
                    authenticate the Global Security representing such interest
                    or interests, and Chemical Bank will register such Global
                    Security in the name of Cede & Co., as nominee of the
                    Depositary, and take delivery thereof as agent for the
                    Depositary.

               F.   The Depositary will credit such interest or interests to the
                    Participant account of Chemical Bank maintained by the
                    Depositary.

               G.   Chemical Bank will enter an SDFS deliver order through the
                    Depositary's Participant Terminal System instructing the
                    Depositary (i) to debit such interest or interests to
                    Chemical Bank's Participant account and credit such interest
                    or interests to the Participant account of the Agent
                    maintained by the Depositary and (ii) to debit the
                    settlement account of the Agent and credit the settlement
                    account of Chemical Bank maintained by the Depositary, in an
                    amount equal to the price of such interest or interests less
                    the Agent's commission (or discount, as the case may be).
                    Any entry of such a deliver order shall be deemed to
                    constitute a representation and warranty by Chemical Bank to
                    the Depositary that (i) the Global Security representing
                    such interest or interests has been executed and
                    authenticated and (ii) Chemical Bank is holding such Global
                    Security pursuant to the Certificate Agreement.

               H.   The Agent will enter an SDFS deliver order through the
                    Depositary's Participant Terminal System instructing the
                    Depositary (i) to debit each interest to the Participant


                                     B-16

<PAGE>
 
                    account of the Agent and credit each interest to the
                    Participant account of each Participant maintained by the
                    Depositary with respect to each interest and (ii) to debit
                    the settlement account of each Participant and credit the
                    settlement account of the Agent maintained by the Depositary
                    in an amount equal to the price of each interest.

               I.   Transfers of funds in accordance with SDFS deliver orders
                    described in Settlement Procedures G and H will be settled
                    in accordance with SDFS operating procedures in effect on
                    the settlement date.

               J.   Chemical Bank will wire to the Company, in accordance with
                    the standing instructions of the Company theretofore
                    delivered to Chemical Bank, the amount transferred to
                    Chemical Bank in accordance with Settlement Procedure G in
                    funds available for immediate use, subject to later
                    confirmation of the receipt of such funds.

               K.   The Agent will confirm the purchase of each beneficial
                    interest to the purchaser either by transmitting to the
                    Participant with respect to such interest a confirmation
                    order through the Depositary's Participant Terminal System
                    or by mailing a written confirmation to such purchaser.
          
Settlement          For orders of beneficial interests in a Global Security
Procedures          accepted by the Company, Settlement Procedures "A" through
Timetable:          "K" set forth above shall be completed as soon as possible
                    but not later than the respective times (New York City time)
                    set forth below:

                    Settlement
                    Procedure                     Time
                    ----------                    ----

                        A              11:00 a.m. on the trade date
                        B              12:00 Noon on the trade date
                        C               2:00 p.m. on the trade date
                        D               3:00 p.m. on the Business Day
                                             before settlement date
                        E               9:00 a.m. on settlement date
                        F              10:00 a.m. on settlement date
                        G-H             2:00 p.m. on settlement date
                        I               4:45 p.m. on settlement date
                        J-K             5:00 p.m. on settlement date

                                     B-17

<PAGE>
 
                    If a sale is to be settled more than one Business Day after
                    the trade date, Settlement Procedures A, B and C may, if
                    necessary, be completed at any time prior to the specified
                    times on the first Business Day after such sale date.
                    Settlement Procedure I is subject to extension in accordance
                    with any extension of Fedwire closing deadlines and in the
                    other events specified in the SDFS operating procedures in
                    effect on the settlement date.

                    If settlement of a beneficial interest in a Global Security
                    is rescheduled or cancelled, the Company will as soon as
                    practicable give Chemical Bank notice to such effect.
                    Chemical Bank will deliver to the Depositary, through the
                    Depositary's Participant Terminal System, a cancellation
                    message to such effect by no later than 2:00 p.m., New York
                    City time, on the Business Day immediately preceding the
                    scheduled settlement date (provided Chemical Bank has
                    received such notice from the Company by noon on the
                    Business Day immediately preceding the settlement date) and
                    in any case as soon as practicable.  A copy of such message
                    will be routed through the facilities of the Depositary to
                    the Agent by Chemical Bank and to Standard & Poor's
                    Corporation by the Depositary.

Fails:              If Chemical Bank fails to enter an SDFS deliver order in
                    timely fashion with respect to any purchase of a beneficial
                    interest in the Global Security pursuant to Settlement
                    Procedure G, Chemical Bank may deliver to the Depositary,
                    through the Depositary's Participant Terminal System, as
                    soon as practicable a withdrawal message instructing the
                    Depositary to debit such Global Security to the Participant
                    account of Chemical Bank, as applicable, maintained at the
                    Depositary. A copy of such message will be routed through
                    the facilities of the Depositary to the Agent. The
                    Depositary will process the withdrawal message, provided
                    that such Participant account contains beneficial interests
                    having the same Fixed Rate Terms or Floating Rate Terms, and
                    having an aggregate principal amount that is at least equal
                    to the principal amount to be debited. If withdrawal
                    messages are processed with respect to all the beneficial

                                     B-18

<PAGE>
 
                    interests represented by a particular Global Security, the
                    Trustee will immediately cancel such Global Security, make
                    appropriate entries in its records and, unless otherwise
                    instructed by the Company, dispose of the Global Security
                    and deliver a certificate of disposition with respect
                    thereto.  The CUSIP number assigned to such Global Security
                    shall, in accordance with CUSIP Service Bureau procedures,
                    be cancelled and not immediately reassigned.  If withdrawal
                    messages are processed with respect to only a portion of the
                    beneficial interests represented by a particular Global
                    Security, the Trustee will exchange such Global Security for
                    two Global Securities, one of which shall represent the
                    beneficial interest or interests for which withdrawal
                    messages are processed and shall be cancelled and disposed
                    of immediately after issuance, and the other of which shall
                    represent the other beneficial interest or interests
                    previously represented by the surrendered Global Security
                    and shall bear the CUSIP number of the surrendered Global
                    Security.  The Company will reimburse the Agent on an
                    equitable basis for its loss of the use of funds during any
                    period when the funds were credited to the account of the
                    Company in connection with such attempted settlement.

                    If the purchase price for any beneficial interest in a
                    Global Security is not timely paid to the Participants with
                    respect to such interest by the purchaser thereof or by a
                    Person, including an indirect participant in the Depositary,
                    acting on behalf of such purchaser (other than the Agent, if
                    any), such Participants and, in turn, the Agent, may enter
                    SDFS deliver orders through the Depositary's Participant
                    Terminal System debiting such interest free to the Agent's
                    Participant account maintained by the Depositary and
                    crediting such interest free to the Participant account of
                    Chemical Bank maintained by the Depositary and shall notify
                    Chemical Bank and the Company thereof.  Thereafter, Chemical
                    Bank will (i) promptly confirm that such Note has been
                    credited to its Participant account and (ii) immediately
                    notify the Company, and the Company will immediately
                    transfer by Fedwire immediately

                                     B-19

<PAGE>
 
                    available funds to the Agent an amount equal to the price of
                    such interest which was previously transferred from the
                    account of the Agent under Settlement Procedure G.
                    Immediately thereafter, Chemical Bank will deliver the
                    withdrawal message and take the related actions described in
                    the preceding paragraph.  The debits and credits described
                    in the previous sentence will be made on the settlement
                    date, if possible, and in any event not later than 5:00 p.m.
                    on the following Business Day.  The Company will reimburse
                    the Agent on an equitable basis for its loss of the use of
                    funds during any period when the funds were credited to the
                    account of the Company in connection with such attempted
                    settlement.

                    Notwithstanding the foregoing, upon any failure to settle
                    with respect to any portion of a Global Security, the
                    Depositary may take any actions in accordance with its SDFS
                    operating procedures then in effect.  In the event of a
                    failure to settle with respect to any beneficial interest in
                    a Global Security that was to have been represented by a
                    Global Security also representing other beneficial
                    interests, the Trustee and Chemical Bank will provide, in
                    accordance with Settlement Procedures D and E, for the
                    authentication and issuance of a Global Security
                    representing the remaining principal amount to have been
                    represented by such Global Security and will make
                    appropriate entries in its records.


                      Part III: Administrative Procedures
                     Relating to Notes in Certificated Form

Denominations:      The Company may determine, upon agreement with a purchaser
                    of Notes, that such Notes will be denominated and payable in
                    a currency or currency unit to be specified in a Pricing
                    Supplement as the Specified Currency. Where the Specified
                    Currency is not U.S. dollars, unless otherwise specified in
                    such supplement, the authorized minimum denominations of
                    such Notes will be the foreign currency or currency unit
                    equivalent, as determined by the noon (New York City time)
                    buying rate for such Specified Currency

                                     B-20

<PAGE>
 
                    for cable transfers quoted in New York City as certified for
                    customs purposes by the Federal Reserve Bank of New York
                    (the Exchange Rate) on the Business Day immediately
                    preceding the date of settlement (as defined below) for such
                    Notes, of U.S. $1,000 (rounded down to an integral multiple
                    of 1,000 units of such Specified Currency); provided,
                    however, that in the case of European Currency Units,
                    Exchange Rate means, unless otherwise agreed by the Company
                    and the Agents the rate of exchange determined by the
                    Council of European Communities (or any successor thereto)
                    as published on such date or the most recently available
                    date in the Official Journal of the European Communities (or
                    any successor publication). A Note may also be issued in any
                    higher denomination which is an even multiple of U.S. $1,000
                    or 1,000 units of the Specified Currency, as the case may
                    be.

Payments of         The Trustee will pay the principal of (and premium, if any)
Principal, Premium  and interest on each Note at Stated Maturity or earlier
and Interest:       redemption, as the case may be, upon presentment of the Note
                    to the Trustee. Such payment will be made in immediately
                    available funds by the Trustee, provided the Trustee has
                    timely received (i) from or on behalf of the Company funds
                    available to the Trustee before such payment and (ii)
                    appropriate wire transfer instructions from the Holder.
                    Notes presented to the Trustee at Stated Maturity or earlier
                    redemption, as the case may be, for payment will be
                    cancelled by the Trustee; the Trustee will deliver Notes
                    presented to it for payment at Stated Maturity or earlier
                    redemption, as the case may be, to the Company with an
                    appropriate debit advice. All interest payments (other than
                    interest due at Stated Maturity or earlier redemption, as
                    the case may be) will be made by the Trustee by wire
                    transfer to an account designated by the Holder or, in the
                    absence of such a designation, by check drawn on the Trustee
                    and mailed by the Trustee to the Person entitled thereto,
                    or, in the case of interest payments to be made in the
                    Specified Currency other than U.S. dollars, by wire transfer
                    to a bank account designated by the Holder of such Note in
                    the country of the

                                     B-21

<PAGE>
 
                    Specified Currency (see Multi-Currency Procedures
                    Supplement), as provided in the Indenture and the Note.
                    Following each Record Date, the Trustee will furnish the
                    Company with a list of interest payments to be made on the
                    following Interest Payment Date, each stated in the currency
                    in which payment is to be made for each Note theretofore
                    issued.  The Trustee will provide monthly to the Company's
                    Treasurer's Department a list of the principal (and premium,
                    if any) and interest to be paid on Notes maturing in the
                    next succeeding month.  The Trustee will assume
                    responsibility for U.S. withholding taxes on interest paid
                    to non-residents of the United States.

Settlement          Settlement Procedures with regard to each Note purchased by 
Procedures:         an Agent, as principal, or through an Agent, as agent, shall
                    be as follows:

               A.   The Agent will advise the Company of the following
                    settlement information:

                    1.   Exact name in which Note is to be registered
                         (Registered Owner);

                    2.   Exact address of the Registered Owner and address for
                         payment of principal (premium, if any) and interest;

                    3.   Taxpayer identification number of the Registered Owner;

                    4.   Principal amount(s) (and denomination(s)) of the
                         Note(s);

                    5.   (a)  Fixed Rate Notes:

                            (i)  Interest Rate
                
                           (ii)  Interest Payment Dates

                         (b)  Floating Rate Notes:

                            (i)  Base Rate or Rates

                           (ii)  Initial Interest Rate

                          (iii)  Spread and/or Spread Multiplier, if any

                           (iv)  Interest Reset Date or Dates

                            (v)  Interest Reset Period

                           (vi)  Interest Payment Dates

                          (vii)  Record Dates 
                       
                         (viii)  Index Maturity

                           (ix)  Maximum and Minimum Interest Rates, if any

                            (x)  Calculation Agent

                    6.   Stated Maturity;

                    7.   Specified Currency of the Notes;

                    8.   If the Note is to be denominated in a Specified
                         Currency other than U.S. dollars, the applicable
                         Exchange Rate and the denomination of the Note
                         (including the minimum denomination);

                    9.   Original Issue Date;

                    10.  Commission due to Agent;

                                     B-22

<PAGE>
 
                    11.  Net proceeds to the Company;

                    12.  Settlement date;

                    13.  Date of delivery of the Note to the Agent if different
                         from the settlement date;

                    14.  If the Note is redeemable by the Company, such of the
                         following as are applicable:

                         (i)  Initial Redemption Date,

                        (ii)  Initial Redemption Percentage (% of par),

                       (iii)  Annual Redemption Percentage Reduction,

                        (iv)  Limitation Date, and

                         (v)  Refunding Rate;

                    15.  Current interest rate of U.S. Treasury security with
                         comparable maturity;

                    16.  Wire transfer information, if any (including overseas
                         bank account in the country of the Specified Currency,
                         if any); and

                    17.  Any other information needed to complete the
                         Transaction or the applicable form of Note.

               B.   The Company will advise the Trustee of the above settlement
                    information received from such Agent.  The Company shall
                    promptly confirm such advice in writing to the Trustee.

               C.   The Trustee will complete the preprinted multi-ply Note
                    packet containing the following documents in forms approved
                    by the Company, the Agent and the Trustee:

                    1.   Note with Agent's customer confirmation;

                    2.   Stub 1 - for the Agent;

                    3.   Stub 2 - for the Trustee;

                    4.   Stub 3 - for the Company; and

                    5.   Stub 4 (if any) - not designated.

                                     B-23

<PAGE>
 
               D.   The Trustee will authenticate the Note and deliver the Note
                    (with the confirmation) and Stub 1 to the Agent or to a
                    representative designated in writing by the Agent (the
                    Representative), and the Agent or its Representative will
                    acknowledge receipt of the Note by stamping the delivery
                    receipt with the date and time received and returning it to
                    the Trustee. Such delivery will be made only against such
                    time stamp. Upon receipt the Agent or its Representative
                    shall verify that the Notes delivered have been correctly
                    completed and shall as promptly as possible notify the
                    Trustee of any discrepancies which shall as promptly as
                    possible be remedied by the delivery to the Agent or its
                    Representative of a corrected Note by the Trustee. Promptly
                    following such delivery, the Agent or its Representative
                    shall wire to the Company, in accordance with the standing
                    instructions of the Company theretofore delivered to the
                    Agent, in funds available for immediate use, an amount equal
                    to the principal amount of the Note in the Specified
                    Currency, less the applicable commission in U.S. dollars or
                    discount determined as provided in paragraph 3 of the
                    Distribution Agreement. In the event that the instructions
                    given by the Agent for payment to the account of the Company
                    are revoked and such payment is received by the Company, the
                    Company will as promptly as possible remit such payment to
                    the Agent in an amount of immediately available funds equal
                    to the amount of such payment. The Agent will return to the
                    Trustee any Notes previously delivered in connection with
                    such revoked payment.

               E.   The Agent or its Representative will deliver the Note (with
                    confirmation) to the customer against payment in immediately
                    available funds.  In all cases, receipt by the customer of
                    the Prospectus must accompany or precede any written offer
                    of the Note, delivery of the Note, and confirmation and
                    payment by the customer for the Note.

                    If instructed by its customer to deliver the Note and
                    confirmation to different locations, the Note and the
                    confirmation will each be

                                     B-24

<PAGE>
 
                    accompanied or preceded by the Prospectus then in effect.

               F.   The Agent or its Representative will obtain the
                    acknowledgement of receipt of the Note by the customer
                    through a time-stamped delivery receipt of the Agent.

               G.   The Trustee will retain Stub 2 and will send Stub 3 to the
                    Company's Treasurer by first class mail.  Periodically, the
                    Trustee will also send to the Company's Treasurer a
                    statement to the Company setting forth the principal amount
                    of the Notes outstanding as of that date after giving effect
                    to such transaction and all other orders of which the
                    Company has advised the Trustee but which have not yet been
                    settled.
          
Settlement          For offers accepted by the Company, Settlement Procedures
Procedures          "A" through "G" set forth above shall be completed on or
Timetable:          before the respective times set forth below.

                    Settlement
                    Procedure                   Time
                    ----------                  ----

                        A            2:30 p.m. on Business Day prior
                                       to settlement or delivery
                        B            3:00 p.m. on Business Day prior
                                       to settlement or delivery
                       C-D           2:15 p.m. on day of settlement
                                       or delivery
                       E-F           3:00 p.m. on settlement date
                        G            5:00 p.m. on settlement date

Fails:              In the event that a purchaser of a Note shall fail to either
                    accept delivery of or make payment for any Note on the date
                    fixed by the Company for settlement, the Agent or its
                    Representative will forthwith notify the Trustee and the
                    Company's Treasurer by telephone, confirmed in writing, of
                    such failure.  If the Note has been delivered to the Agent
                    or its Representative on behalf of the purchaser, the Agent
                    or its Representative will immediately return the Note to
                    the Trustee.  If funds have been advanced to the Company for
                    the purchase of the Note, the Company will as promptly as
                    practicable following such notification wire to the account
                    of the Agent an amount of immediately available funds equal
                    to the

                                     B-25

<PAGE>
 
                    amount previously advanced by the Agent or its
                    Representative in respect of the Note.  Such wire transfer
                    will be made on the day of settlement, if possible, and in
                    any event not later than the Business Day following the day
                    of settlement.  If such fail shall have occurred for any
                    reason other than default by the Agent in the performance of
                    its obligations hereunder and under the Distribution
                    Agreement, the Company will reimburse the Agent on an
                    equitable basis for its loss of the use of the funds during
                    the period when they were credited to the account of the
                    Company.  Immediately upon receipt of the Note in respect of
                    which the fail occurred, the Trustee will mark the Note
                    "cancelled", and will make appropriate entries in its
                    records and deliver to the Company an appropriate
                    certificate of disposition.

                                     B-26

<PAGE>
 
                      Multi-Currency Procedures Supplement
                      ------------------------------------


          The principal of and interest on Notes denominated in a foreign
currency or currency unit specified on the Note and in an applicable Pricing
Supplement setting forth the terms of each issuance of Notes ("Pricing
Supplement") will be payable by the Company in such Specified Currency.

Payments in Specified
  Currency other than
  U.S. Dollars:         If so designated on the Note and in the applicable
                        Pricing Supplement, payments of principal and interest
                        on such Note will be made in such Specified Currency by
                        wire transfer to a bank account maintained by the Holder
                        of such Note in the country of the Specified Currency
                        ("overseas account"). Such Holder may elect to receive
                        payments of principal and interest on such Note in U.S.
                        dollars by transmitting a written request for such
                        payment to the Trustee at its Corporate Trust Office in
                        The City of New York on or prior to the Record Date
                        relating to such payment of interest or at least 16 days
                        prior to Stated Maturity, as the case may be. Such
                        request may be in writing (mailed or hand delivered) or
                        by cable, telex or other form of facsimile transmission.
                        Such Holder may elect to receive payments in U.S.
                        dollars for any or all principal and interest payments
                        and need not file a separate election for each such
                        payment. Such election shall remain in effect until the
                        Note is transferred or until such election is changed by
                        written notice to the Trustee, but written notice of any
                        such change must be received by the Trustee on or prior
                        to such Record Date or at least 16 days prior to Stated
                        Maturity, as the case may be. In the event of such an
                        election, Chemical Bank in its capacity as exchange rate
                        agent, or such other person appointed by the Company
                        ("Exchange Rate Agent"), will convert all payments of
                        principal and interest on such Note to U.S. dollars. The
                        U.S. dollar amount to be received by a Holder of such
                        Note electing to receive payments in U.S. dollars will
                        be based on

                                     B-27

<PAGE>
 
                        the highest bid quotation in New York City received by
                        the Exchange Rate Agent at approximately 11:00 A.M., New
                        York City time, on the second Business Day preceding the
                        applicable payment date from three recognized foreign
                        exchange dealers (one of which may be the Exchange Rate
                        Agent) for the purchase by the quoting dealer of the
                        Specified Currency for U.S. dollars for settlement on
                        such payment date in the aggregate amount of the
                        Specified Currency payable to all Holders of Notes
                        denominated in such Specified Currency electing to
                        receive U.S. dollar payments and at which the applicable
                        dealer commits to execute a contract. If such bid
                        quotations are not available, payments will be made in
                        the Specified Currency. All currency exchange costs will
                        be borne by the Holders of such Notes, pro rata, by
                        deductions from such payments. Payments of principal and
                        interest made in a Specified Currency other than U.S.
                        dollars will be made by wire transfer to a Holder's
                        overseas account as designated by the Holder by filing
                        the appropriate information with the Trustee at its
                        Corporate Trust Office in The City of New York on or
                        prior to the Record Date relating to such payment of
                        interest or at least 16 days prior to Stated Maturity,
                        as the case may be, or in connection with any transfer
                        after such 16th day. The Trustee will, subject to
                        applicable laws and regulations, and until it receives
                        notice to the contrary or until such Note is
                        transferred, make such payment and all succeeding
                        payments to such Holder by wire transfer to the
                        designated overseas account. The Company will pay any
                        administrative costs imposed by banks in connection with
                        making payments by wire transfer, but any tax,
                        assessment or government charge imposed upon payments
                        will be borne by the Holders of such Notes in respect of
                        which payments are made.

If a Specified Currency is not available for the payment of principal or
interest with respect to a Note due to the imposition of exchange controls or
other circumstances beyond the

                                     B-28

<PAGE>
 
control of the Company, the Company will be entitled to satisfy its obligations
to Holders of such Notes by making such payment in U.S. dollars on the basis of
the Exchange Rate two days prior to such payment, or if such rate is not then
available, as of the most recent date prior thereto on which an Exchange Rate
was available.  Notwithstanding the foregoing, if a payment cannot be made by
wire transfer because the required information has not been received by the
Trustee on or before the requisite date, a notice will be mailed to the Holder
of a Note at its registered address requesting such information.

                                     B-29

<PAGE>
 
                                                                       EXHIBIT C

                          PROPOSED FORM OF OPINION OF
                    McGUIRE, WOODS, BATTLE & BOOTHE, L.L.P.


                      VIRGINIA ELECTRIC AND POWER COMPANY

                 U.S. $200,000,000 Medium-Term Notes, Series F

                                                                   July __, 1995

Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
  Incorporated
World Financial Center
North Tower, 23rd Floor
New York, New York  10281

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020

Dear Ladies and Gentlemen:

          We have acted as counsel for you in connection with arrangements for
the issuance by Virginia Electric and Power Company (the Company) of up to U.S.
$200,000,000 aggregate principal amount of its Medium-Term Notes, Series F due
from 9 months to 30 years from the Date of Issue (the Notes) under and pursuant
to an Indenture, dated as of April 1, 1988, as supplemented by the First
Supplemental Indenture, dated as of August 1, 1989 (the Indenture, as amended
and supplemented, hereafter referred to as the Indenture) between the Company
and Chemical Bank, as trustee (the Trustee), and the offering of the Notes by
you pursuant to a Distribution Agreement dated July ___, 1995 by and between you
and the Company (the Distribution Agreement). All terms not otherwise defined
herein shall have the meanings set forth in the Distribution Agreement.

          We have examined originals, or copies certified to our satisfaction,
of such corporate records of the Company, indentures, agreements and other
instruments, certificates of public officials, certificates of officers and
representatives of the Company and of the Trustee, and other documents, as we
have deemed necessary as a basis for the opinions hereinafter expressed. As to
various questions of fact material to such opinions, we have, when relevant
facts were not independently established, relied upon certifications by officers
of the Company, the Trustee and other appropriate persons and statements
contained in the Registration Statement hereinafter mentioned.  All legal
proceedings taken as of the date hereof in connection with the transactions
contemplated by the Distribution Agreement have been satisfactory to us.

          In addition, we attended the closing held today at the offices of
Hunton & Williams, 200 Park Avenue, New York, N.Y., at

<PAGE>
 
which the Company satisfied the conditions contained in Section 7 of the
Distribution Agreement which are required to be satisfied as of the Closing 
Date.

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

          A.   The Company is a corporation duly incorporated and existing under
the laws of Virginia and is duly qualified as a foreign corporation in West
Virginia and North Carolina, and has corporate power to transact its business as
described in the Prospectus.

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

          C.   The Indenture has been duly authorized, executed and delivered
by, and constitutes a valid and binding obligation of, the Company and has been
duly qualified under the Trust Indenture Act, except that we express no opinion
as to the validity or enforceability of any covenant to pay interest on
defaulted interest.

          D.   The Notes have been duly authorized by the Company and, when
executed by the Company and completed and authenticated by the Trustee in
accordance with the Indenture and delivered and paid for as provided in the
Distribution Agreement, will have been duly issued under the Indenture and will
constitute valid and binding obligations of the Company entitled to the benefits
provided by the Indenture, except that the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally from time to time in force and general
principles of equity.

          E.   The Registration Statement with respect to the Notes filed
pursuant to the Securities Act, has become effective and remains in effect at
this date, and the Prospectus in the form filed as part of the Registration
Statement, including all Incorporated Documents constituting a part thereof may
lawfully be used for the purposes specified in the Securities Act in connection
with the offer for sale and the sale of Notes in the manner therein specified.

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

          As to the statements under DESCRIPTION OF THE NOTES, subject to the
concluding paragraph of this opinion, we are of

                                      C-2

<PAGE>
 
the opinion that the statements are accurate and do not omit any material fact
required to be stated therein or necessary to make such statements not
misleading.  As to the statistical statements in the Registration Statement
(which includes the Incorporated Documents), we have relied solely on the
officers of the Company.  As to other matters, we have not undertaken to
determine independently the accuracy or completeness of the statements contained
or incorporated by reference in the Registration Statement or in the Prospectus.
We have, however, participated in conferences with counsel for and
representatives of the Company in connection with the preparation of the
Registration Statement and the Prospectus, and we have reviewed all Incorporated
Documents and such of the corporate records of the Company as we deemed
advisable.  None of the foregoing disclosed to us any information which gives us
reason to believe that the Registration Statement or the Prospectus contained
(except the financial statements incorporated by reference therein, as to which
we express no opinion) on the date the Registration Statement became effective
or now contains any untrue statement of a material fact or omitted on said date
or now omits to state a material fact required to be stated therein or necessary
to make the statements therein not misleading. The foregoing opinion is given on
the basis that any statement contained in an Incorporated Document shall be
deemed not to be contained in the Registration Statement or Prospectus if the
statement has been modified or superseded by any statement in a subsequently
filed Incorporated Document or in the Registration Statement or Prospectus.

          F.   An appropriate order of the Virginia Commission with respect to
the sale of the Notes on the terms and conditions set forth in the Distribution
Agreement has been issued, and said order remains in effect at this date and
constitutes valid and sufficient authorization for the sale of the Notes as
contemplated by the Distribution Agreement.  We understand said order does not
contain any provision unacceptable to you under the Distribution Agreement.  No
approval or consent by any public regulatory body, other than such order and
notification of effectiveness by the Commission, is legally required in
connection with the sale of the Notes as contemplated by the Distribution
Agreement (except compliance with the provisions of securities or blue-sky laws
of certain states in connection with the sale of the Notes in such states) and
the carrying out of the provisions of the Distribution Agreement.

          G.   The Notes conform to their description in the Distribution
Agreement and to the statements with respect thereto contained in the
Registration Statement and the Prospectus.

                                      C-3

<PAGE>
 
          To the extent that the foregoing opinions involve matters governed by
the laws of North Carolina and West Virginia, we have relied upon the opinion of
Messrs. Hunton & Williams concurrently delivered to you and we believe that you
are justified in relying thereon.

                        Very truly yours.



                        McGUIRE, WOODS, BATTLE & BOOTHE, L.L.P.


                                      C-4

<PAGE>
 
                                                                       EXHIBIT D


                            PROPOSED FORM OF OPINION
                              OF HUNTON & WILLIAMS


                      VIRGINIA ELECTRIC AND POWER COMPANY

                 U.S. $200,000,000 Medium-Term Notes, Series F

                                                                  July ___, 1995

Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
  Incorporated
World Financial Center
North Tower, 23rd Floor
New York, New York 10281

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020

Virginia Electric and Power Company
Richmond, Virginia 23261

Sirs:

          The arrangements for issuance of up to U.S. $200,000,000 aggregate
principal amount of Medium-Term Notes, Series F due from 9 months to 30 years
from the date of issue (the Notes) of Virginia Electric and Power Company (the
Company) under an Indenture, dated as of April 1, 1988, as amended and
supplemented by the First Supplemental Indenture, dated as of August 1, 1989,
(the Indenture, as amended and supplemented, hereafter referred to as the
Indenture) between the Company and Chemical Bank, as trustee (the Trustee),
pursuant to a Distribution Agreement dated July ___, 1995 by and between you and
the Company (the Distribution Agreement), have been taken under our supervision
as counsel for the Company.  Terms not otherwise defined herein have the
meanings set forth in the Distribution Agreement.

          We have examined originals, or copies certified to our satisfaction,
of such corporate records of the Company, indentures, agreements and other
instruments, certificates of public officials, certificates of officers and
representatives of the Company and of the Trustee, and other documents, as we
have deemed it necessary to require as a basis for the opinions hereinafter
expressed.  As to various questions of fact material to such opinions, we have,
when relevant facts were not independently established, relied upon
certifications by officers of the Company, the Trustee and other appropriate
persons and statements contained in the Registration Statement hereinafter
mentioned.  All legal proceedings taken as of the date hereof in connection with
the transactions contemplated by the Distribution Agreement have been
satisfactory to us.

<PAGE>
 
          In regard to the title of the Company to its properties, we have made
no independent investigation of original records but our opinion is based (a)
with respect to land and rights of way for electric lines of 69,000 volts or
more, solely on reports and opinions by counsel in whom we have confidence and
(b) with respect to rights of way for electric lines of less than 69,000 volts
and various matters of fact in regard to all other properties, solely on
information from officers of the Company.

          On this basis we are of the opinion that:

          1.   The Company is a corporation duly organized and existing under
the laws of Virginia, is duly qualified as a foreign corporation in West
Virginia and North Carolina.  Neither the nature of the Company's business nor
the properties it owns or holds under lease makes necessary qualification as a
foreign corporation in any state where it is not now so qualified, and the
Company has corporate power to conduct its business and to issue the Notes.

          2.   All requisite corporate and governmental authorizations have been
given for the issuance of the Notes under the Indenture.

          3.   The Distribution Agreement is a valid and legally enforceable
obligation of the Company.

          4.   The Indenture has been duly authorized, executed and delivered
by, and constitutes a valid and binding obligation of, the Company and has been
duly qualified under the Trust Indenture Act, except that we express no opinion
as to the validity or enforceability of any covenant to pay interest on
defaulted interest.

          5.   The Notes have been duly authorized by the Company and, when duly
executed by the Company and completed and authenticated by the Trustee in
accordance with the Indenture and issued, delivered and paid for in accordance
with the Distribution Agreement and the Other Agreements, will have been duly
issued under the Indenture and will constitute valid and binding obligations of
the Company entitled to the benefits provided by the Indenture, except that the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally from time
to time in force and general principles of equity.

          6.   The Registration Statement with respect to the Notes filed
pursuant to the Securities Act, has become effective and remains in effect at
this date, and the Prospectus may lawfully be used for the purposes specified in
the Securities Act

                                      D-2

<PAGE>
 
in connection with the offer for sale and the sale of the Notes in the manner
therein specified.

          The statements in regard to our firm made under the caption EXPERTS in
the Prospectus relating to the Notes are correct, and we are of the opinion
that, so far as governed by the laws of the United States, North Carolina or
Virginia, the legal conclusions relating to franchises, title to properties,
rates, environmental and other regulatory matters and litigation in the
Company's Annual Report on Form 10-K incorporated in the Prospectus by reference
and the description of the provisions of the Indenture and the terms of the
Notes contained in the Prospectus under DESCRIPTION OF THE NOTES are
substantially accurate and fair.  As to the statistical statements in the
Registration Statement (which includes the Incorporated Documents), we have
relied solely on the officers of the Company.  As to other matters of fact, we
have consulted with officers and other employees of the Company to inform them
of the disclosure requirements of the Securities Act and facilitated the
assembly of relevant data.  We have examined various reports, records, contracts
and other documents of the Company and orders and instruments of public
officials, which our investigation led us to deem pertinent.  In addition, we
attended the due diligence meetings with representatives of the Company and the
closing at which the Company satisfied the conditions contained in Paragraph 7
of the Distribution Agreement.  We have not, however, undertaken to make any
independent review of the other records of the Company.  We accordingly assume
no responsibility for the accuracy or completeness of the statements made in the
Registration Statement except as stated above in regard to the aforesaid
captions.  But such consultation, examination and attendance disclosed to us no
information with respect to such other matters that gives us reason to believe
that the Registration Statement or the Prospectus contained on the date the
Registration Statement became effective or contains now any untrue statement of
a material fact or omitted on said date or omits now to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading.  We are of the opinion that the Registration Statement (excepting
the financial statements incorporated therein by reference, as to which we
express no opinion) complies as to form in all material respects with all legal
requirements and is now effective.

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

          7.   The titles and interests of the Company in and to its properties
are reasonably adequate to enable the Company to

                                      D-3

<PAGE>
 
carry on its business and the Company holds such franchises, permits and
licenses as are reasonably adequate to enable the Company to carry on its
business, and, as to any franchises, permits and licenses that the Company does
not hold, the absence thereof will not materially adversely affect the
operations, business and properties of the Company as a whole.

          8.   Except as set forth in the Registration Statement, there are no
pending legal, administrative or judicial proceedings with respect to the
Company that are required to be described in Form S-3.

          The opinions in paragraphs 6 and 8 hereof are given on the basis that
any statement contained in an Incorporated Document shall be deemed not to be
contained in the Registration Statement or Prospectus if the statement has been
modified or superseded by any statement in a subsequently filed Incorporated
Document or in the Registration Statement or Prospectus.

                        Yours very truly,



                        HUNTON & WILLIAMS



                                      D-4



<PAGE>
 
                                                                  Exhibit 4(ii)
REGISTERED                                                           REGISTERED
No.
CUSIP No.

                      VIRGINIA ELECTRIC AND POWER COMPANY
                           MEDIUM-TERM NOTE, SERIES F
                                 (Fixed Rate)

[Unless and until it is exchanged in whole or in part for Securities in
definitive form, this Security may not be transferred except as a whole by The
Depository Trust Company (the Depositary) (55 Water Street, New York, New York)
to a nominee of the Depositary or by a nominee of the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such Depositary. Unless (i) this
certificate is presented by an authorized representative of the Depositary to
the issuer or its agent for registration of transfer, exchange or payment, (ii)
any certificate issued is registered in the name of Cede & Co. or in such other
names as requested by an authorized representative of the Depositary and (iii)
any payment is made to Cede & Co. or such other name ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof has an interest herein.]*


Principal Amount:       Interest Rate:        Maturity Date:     

Original Issue Date:    Initial Redemption    Annual Redemption Percentage 
                        Percentage:           Reduction:


Initial Redemption      Limitation Date:      Authorized Denomination (if other 
Date:                                         than U.S. $1,000 and integral
                                              multiples thereof):

Refunding Rate:         Specified Currency:   Additional Terms (if any):

Interest Payment Date:  Regular Record Date:
    
     Virginia Electric and Power Company, a corporation duly organized and 
existing under the laws of the Commonwealth of Virginia (the Company, which 
term includes any successor corporation under the Indenture referred to on the 
reverse hereof), for value received, hereby promises to pay to 




or registered assigns, the principal sum of 


on the Maturity Date shown above (or upon earlier redemption), and to pay
interest thereon from the Original Issue Date shown above, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semiannually in arrears on each Interest Payment Date as specified above
in each year, commencing on the Interest Payment Date next succeeding the
Original Issue Date shown above and on the Maturity Date shown above (or upon
earlier redemption) at the rate per annum shown above until the principal hereof
is paid or made available for payment and (to the extent that the payment of
such interest shall be legally enforceable) on any overdue principal and on any
overdue installment of interest. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date (other than an Interest Payment
Date that is the Maturity Date or Redemption Date) will, as provided in such
Indenture, be paid to the Person in whose name this Medium-Term Note, Series F
(the Note), or one or more predecessor Notes, is registered at the close of
business on the Regular Record Date for such interest, which shall be the
Regular Record Date as specified above (whether or not a Business Day, as
hereinafter defined), as the case may be, next preceding such Interest Payment
Date, provided, however, that, if the Original Issue Date shown above is between
a Regular Record Date and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date next succeeding the
Original Issue Date to the holder of this Note on the Regular Record Date with
respect to such second Interest Payment Date; and provided, further, that
interest payable on an Interest Payment Date that is the Maturity Date or
Redemption Date will be paid to the Person to whom principal is payable. Except
as otherwise provided in the Indenture (hereinafter defined), any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Note (or one or more predecessor Notes) is registered at the
close of business on a Special Record Date for the payment of such defaulted
interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Notes of this series not less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange, if any, on which the Notes of this
series shall be listed, and upon such notice as may be required by any such
exchange, all as more fully provided in the Indenture. Payment of the principal
of (and premium, if any) and interest on this Note will be made in immediately
available funds (upon surrender of the Note, in the case of payment due at the
Maturity Date or upon earlier redemption, at the Corporate Trust Office of the
Trustee, maintained for that purpose in the Borough of Manhattan, New York City
currently located at 450 W. 33rd St. New York, New York 10001); provided,
however, that if such payment of principal or interest is to be made in a
Specified Currency other than U.S. dollars, as provided on the reverse hereof,
by wire transfer to an account maintained by the Holder hereof in the country of
said Specified Currency shown above (the Holder's Overseas Account), as
designated by the Holder of this Note by written notice to the Trustee on or
prior to the Regular Record Date or at least 16 days prior to the Maturity Date
or in connection with any transfer after such 16th day. In the absence of such
designation or if such wire transfer cannot be made for any other reason, the
Trustee will mail a notice to the address of the Person entitled thereto as such
address shall appear on the Security Register on the Regular Record Date for any
payment of interest or on the date of such notice in connection with payment of
principal, as the case may be, requesting a designation pursuant to which such
wire transfer can be made and no such payment shall be made until such
designation is made. As more fully provided on the reverse hereof, if payment of
principal of (and premium, if any) and interest on this Note is to be made in
U.S. dollars, payment will be made (upon surrender of the Note, in the case of
payment due at the Maturity Date or upon earlier redemption, at the foregoing
Corporate Trust Office) by wire transfer to an account designated by the Holder
(the Holder's U.S. Account) by written notice to the Trustee on or prior to the
Regular Record Date or at least 16 days prior to the Maturity Date, or, in the
absence of such designation, by check mailed to the address of the Person
entitled thereto as such address shall appear on the Security Register on the
Regular Record Date for any payment of interest or the Maturity Date shown above
or Redemption Date for payment of principal, as the case may be. As more fully
provided on the reverse hereof, payment of the principal of (and premium, if
any) and interest on this Note will be made in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts based on then prevailing exchange rates with respect
to the Specified Currency and the U.S. dollar or, if payment of the principal of
and interest on this Note is to be made in a Specified Currency other than U.S.
dollars, subject to applicable laws and regulations, in the Specified Currency
shown above.
     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET 
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES 
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
     Unless the certificate of authentication hereon has been executed by the 
Trustee by manual signature, this Security shall not be entitled to any benefit 
under the indenture or be valid or obligatory for any purpose.
     IN WITNESS WHEREOF, the Company has caused this instrument to be duly 
executed under its corporate seal.
     TRUSTEE'S CERTIFICATE OF AUTHENTICATION 
     This is one of the Securities of the series designated therein referred to 
in the within-mentioned Indenture.


Dated:

CHEMICAL BANK,                               VIRGINIA ELECTRIC AND POWER COMPANY
                                            
              as Trustee 
By                                           By 
              Authorized Officer                 
                                                  President

                                             By 

                                                  Vice President, 
                                                  


                                             Attest: 
                                                   
                                                  Assistant Corporate Secretary

[SEAL OF VIRGINIA ELECTRIC AND POWER COMPANY APPEARS HERE]

                                  

* The bracketed language would apply to and appear on only a Book-Entry Note.

<PAGE>
 
 
                      VIRGINIA ELECTRIC AND POWER COMPANY
                          MEDIUM-TERM NOTE, SERIES F

     This Note is one of a duly authorized issue of Securities of the Company,
issued and issuable in one or more series under an indenture, dated as of April 
1, 1988, as supplemented, (the Indenture) between the Company and Chemical 
Bank, as Trustee (the Trustee, which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto 
reference is hereby made for a statement of the respective rights, limitations 
of rights, duties and immunities thereunder of the Company, the Trustee and the 
Holders of the Securities issued thereunder and of the terms upon which said 
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof as Medium-Term Notes, Series F (the 
Notes) in aggregate principal amount of up to U.S. $200 million or its 
equivalent in foreign currencies or currency units, based upon the applicable 
exchange rate at the time of issuance.

     The Notes are identical except for Specified Currency, denomination, 
interest rate, issue date, Maturity Date and redemption terms, if any.

     The principal of (and premium, if any) and interest on this Note are
payable by the Company in the Specified Currency shown on the face hereof. If
this Note is denominated in a Specified Currency other than U.S. dollars and if
the Holder hereof shall have elected to receive payments in U.S. dollars,
Chemical Bank, in its capacity as exchange rate agent, or such other Person as
shall be appointed by the Company (the Exchange Rate Agent), will convert
payments of principal of and interest on this Note to U.S. dollars. The amount
to be received by a Holder of this Note electing to receive payments in U.S.
dollars will be based on the highest bid quotation in New York City
received by the Exchange Rate Agent at approximately 11:00 A.M. New York City
time on the second Business Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of which may be the Exchange Rate
Agent) for the purchase by the quoting dealer of the Specified Currency for U.S.
dollars for settlement on such payment date in the aggregate amount of the
Specified Currency payable to all Holders of Notes electing to receive payment
in U.S. dollars and at which the applicable dealer commits to execute a
contract. If such bid quotations are not available, payments will be made in the
Specified Currency. All currency exchange costs will be borne pro rata by the
Holders electing payment in U.S. dollars by deductions from such payments in
U.S. dollars. 

     As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking institutions
are authorized or required by law or executive order to close in New York City
provided, however, that, with respect to Notes the payment of which is to be
made in a Specified Currency other than U.S. dollars, such day is also
not a day on which banking institutions are authorized or required by law or
executive order to close in the Principal Financial Center of the country of
such Specified Currency (or, in the case of the European Currency Units (ECU),
is not a day designated as an ECU Non-Settlement Day by the ECU Banking
Association or otherwise generally regarded in the ECU interbank market as a day
on which payments in ECUs shall not be made). "Principal Financial Center" means
the capital city of the country issuing the Specified Currency, except that with
respect to U.S. dollars, Deutsche Marks, Dutch Guilders, Italian Lire, Swiss
Francs and ECU, the "Principal Financial Center" shall be New York City,
Frankfurt, Amsterdam, Milan, Zurich and Luxembourg, respectively. 

     If this Note is denominated in a Specified Currency other than U.S.
dollars, the Holder of this Note may elect to receive payment of the principal
of and interest on this Note in U.S. dollars by transmitting a written request
for such payment to the Trustee at its Corporate Trust Office in New York City
on or prior to the Regular Record Date or at least 16 days prior to the Maturity
Date, as the case may be. Such request may be in writing (mailed or hand
delivered) or may be by cable, telex or other form of facsimile transmission.
The Holder of this Note need not file a separate election for each such payment.
Such election, once properly made, will remain in effect until this Note is
transferred or until changed by written notice to the Trustee, but written
notice of any such change must be received by the Trustee on or prior to the
Regular Record Date or at least 16 days prior to the Maturity Date, as the case
may be.

     In order for the Holder of this Note to receive payments by wire transfer, 
such Holder shall designate an appropriate account (being either the Holder's 
Overseas Account or the Holder's U.S. Account, as the case may be). Such
designation shall be made by filing the appropriate information with the Trustee
at its Corporate Trust Office in New York City on or prior to the Regular Record
Date for an Interest Payment Date or at least 16 days prior to the Maturity
Date, except as provided on the face hereof. The Trustee will, subject to
applicable laws and regulations (in the case of a Specified Currency other than
U.S. dollars) and until it receives notice to the contrary or until this Note is
transferred, make such payment and all succeeding payments to such Holders by
wire transfer to the designated Holder's Overseas Account or Holder's U.S.
Account, as the case may be. The Company will pay any administrative costs
imposed by banks in connection with making wire transfer of payments, but any
tax, assessment, governmental or other charge imposed upon such payments will be
borne by the Holder of this Note and deducted therefrom.

     If the Specified Currency other than U.S. dollars is not available for the 
payment of principal or interest with respect to this Note due to the imposition
of exchange controls or other circumstances beyond the control of the Company, 
the Company will be entitled to satisfy its obligations to the Holder of this 
Note by making such payment in U.S. dollars on the basis of the applicable 
Exchange Rate (defined as the noon buying rate in New York City for cable 
transfers for such Specified Currency, as certified for customs purposes by the 
Federal Reserve Bank of New York or, in the case of ECUs, the rate of exchange 
determined by the Commission of the European Communities or any successor 
thereto as published in the Official Journal of the European Communities, or any
successor publication) as of the most recent date on which an Exchange Rate was
available.  The Exchange Rate determined as provided above as certified by the 
Company to the Trustee shall be conclusive absent manifest error.  Any payment 
made under such circumstances in U.S. dollars will not constitute an Event of 
Default under the Indenture.  A good faith determination by the Company that the
Specified Currency is unavailable shall be binding upon the Trustee and the
Holder of this Note.

     In the case where the Interest Payment Date, the Maturity Date or the 
Redemption Date does not fall on a Business Day, payment of principal (and 
premium, if any) or interest otherwise payable on such day need not be made on 
such day, but may be made on the next succeeding Business Day with the same 
force and effect as if made on the Interest Payment Date, Maturity Date or the 
Redemption Date and no interest shall accrue for the period from and after the
Interest Payment Date, Maturity Date or the Redemption Date.

     Payments of interest on this Note will include interest accrued to but 
excluding the respective Interest Payment Dates.  Interest payments for this 
Note shall be computed and paid on the basis of a 360-day year of twelve 30-day 
months.

     If so provided on the face of this Note, this Note may be redeemed by the 
Company on and after the Initial Redemption Date, if any, indicated on the face 
hereof.  If no Initial Redemption Date is set forth hereof, this Note may not 
be redeemed prior to the Maturity Date. On and after the Initial Redemption
Date, if any, this Note may be redeemed at any time in whole or in part
(provided that any remaining principal amount of this Note shall be equal to an
authorized denomination) at the option of the Company, at the applicable
Redemption Price (as defined below), together with interest thereon payable to
the Redemption Date, on notice given not more than 60 nor less than 30 days
prior to the Redemption Date. In the event of redemption of this Note in part
only, a new Note for the unredeemed portion hereof shall be issued in the name
of the Holder hereof upon the surrender hereof. The Notes will not have a
sinking fund. The "Redemption Price" shall initially be the Initial Redemption
Percentage, shown on the face hereof, of the principal amount of this Note to be
redeemed and shall decline at each anniversary of the Initial Redemption Date,
shown on the face hereof, by the Annual Redemption Percentage Reduction, if any,
shown on the face hereof, of the principal amount to be redeemed until the
Redemption Price is 100% of such principal amount.

     Notwithstanding the foregoing, the Company may not, prior to the Limitation
Date specified on the face hereof, if any, redeem this Note as contemplated by 
the next preceding paragraph as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of monies borrowed having 
an interest cost to the Company (calculated in accordance with generally 
accepted financial practice) of less than the Refunding Rate specified on the 
face hereof, if any.

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

     The Indenture permits, with certain exceptions as therein provided, the 
amendment thereof and the modification of the rights and obligations of the 
Company and the rights of the Holders of the Securities of each series to be 
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at 
the time Outstanding of each series to be affected.  The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount 
of the Securities of each series at the time Outstanding, on behalf of the 
Holders of all Securities of such series, to waive 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 Note shall be conclusive and binding upon such Holder and upon all 
future Holders of this Note and of any Note issued upon the registration of 
transfer hereof or in exchange herefor or in lieu hereof, whether or not 
notation of such consent or waiver is made upon this Note.

     No reference herein to the Indenture and no provision of this Note or of 
the Indenture shall alter or impair the obligation of the Company, which is 
absolute and unconditional, to pay the principal of (and premium, if any) and 
interest on this Note at the times, place and rate, in the coin or currency, and
to the manner, herein prescribed.
   
     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registerable in the Security Register, upon 
surrender of this Note, for registration of transfer at the office or agency of 
the Company in any place where the principal of (and premium, if any) and 
interest on this Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes having the same Stated Maturity and
Original Issue Date, of authorized denominations and of like tenor and for the
same aggregate principal amount in the same Specified Currency, will be issued
to the designated transferee or transferees.

     The Notes are issuable in registered form only, without coupons, and unless
otherwise specified on the face hereof, in denominations of U.S. $1,000 and in 
integral multiples of U.S. $1,000 in excess thereof or the approximate 
equivalent of U.S. $1,000 in the Specified Currency in which this Note is 
denominated (if not U.S. dollars) at the Exchange Rate on the Business Day 
immediately preceding the trade date, rounded down to the nearest integral
multiple of 1,000 units of said Specified Currency and in any amount in excess 
thereof that is an integral multiple of 1,000 units of such Specified Currency. 
As provided in the Indenture and subject to certain limitations therein set 
forth, Notes are exchangeable for a like aggregate principal amount of Notes 
having the same Specified Currency, Stated Maturity and Original Issue Date of 
any authorized denominations as requested by the Holder surrendering the same,
upon surrender of the Note or Notes to be exchanged at the office or agency of 
the Company.

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

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

     No recourse for the payment of the principal of (and premium, if any) or 
interest on this Note, or for any claim based hereon or otherwise in respect 
hereof, and no recourse under or upon any obligation, covenant or agreement of 
the Company in the Indenture or any indenture supplemental thereto or in any 
Note, or because of the creation of any indebtedness represented thereby, shall
be had against any incorporator, stockholder, official or director, as such, 
past, present or future, of the Company or of any successor entity, either 
directly or through the Company or any  successor company, whether by virtue of 
any constitution, statute or rule of law or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the acceptance hereof and 
as part of the consideration for the issue hereof, expressly waived and 
released.

     Reference in this Note to "U.S.$" or "U.S. dollars", is to the currency of 
the United States of America.  Reference in this Note to the "Specified 
Currency" is to the Specified Currency shown on the face hereof.  All terms used
in this Note and not otherwise defined herein which are defined in the 
Indenture shall have the meanings assigned to them in the Indenture.

     This Note shall be governed by and construed in accordance with the laws of
the State of New York.

                         -----------------------------
                                 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this 
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

     TEN COM  -- as tenants in common              UNIF GIFT MIN ACT--_________
     TEN ENT  -- as tenants by the entireties                           (Cust)
     JT TEN   -- as joint tenants with rights of   Custodian _________
                 survivorship and not as tenants              (Minor)
                 in common                         Under Uniform Gifts to Minors
                                                   Act _________________________
                                                               (State)

    Additional abbreviations may also be used though not in the above list.
                         -----------------------------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), and transfer(s) unto
            Please insert social security or other
              identifying number of assignee
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

________________________________________________________________________________

________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably           Attorney
constituting and appointing to transfer said Note on the books 
of the Company, with full power of substitution in the premises.

Dated: _____________________________     _______________________________________

                                         
                                         _______________________________________
                                         NOTICE: The signature to this 
                                         assignment must correspond with the 
                                         name as written upon the face of the 
                                         within instrument in every particular, 
                                         without alteration or enlargement, or
                                         any change whatever.






<PAGE>
 
                                                                  EXHIBIT 4(iii)

                      VIRGINIA ELECTRIC AND POWER COMPANY
                          MEDIUM-TERM NOTE, SERIES F
                                (Floating Rate)

REGISTERED NO.
CUSIP NO.

                                [FACE OF NOTE]

[UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TRUST
COMPANY (THE DEPOSITARY) (55 WATER STREET, NEW YORK, NEW YORK) TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]*

PRINCIPAL AMOUNT:


BASE RATE:              ORIGINAL ISSUE DATE:              STATED MATURITY DATE:


   IF LIBOR:                  IF CMT RATE:
      [ ] LIBOR Reuters        Designated CMT Telerate Page:
      [ ] LIBOR Telerate
       Designated CMT Maturity Index:

INDEX CURRENCY:

INDEX MATURITY:        INITIAL INTEREST RATE:       INITIAL INTEREST RESET DATE:

SPREAD:                MINIMUM INTEREST RATE:       INTEREST PAYMENT DATE(S):

SPREAD MULTIPLIER:     MAXIMUM INTEREST RATE:       INTEREST RESET DATE(S):




<PAGE>
 
INITIAL REDEMPTION       INITIAL REDEMPTION            ANNUAL REDEMPTION
DATE:                    PERCENTAGE:                   PERCENTAGE REDUCTION:

                                                       

DAY COUNT CONVENTION                                   CALCULATION AGENT:
[ ] Actual/360 for
the period from ____ to
____

[ ] Actual/Actual for the
period from ____ to
____

SPECIFIED CURRENCY:                          LIMITATION DATE:


EXCHANGE RATE AGENT:                         REFUNDING RATE:



OTHER/ADDITIONAL PROVISIONS:                 DEFAULT RATE:

<PAGE>
 
    Virginia Electric and Power Company (the Company, which term includes any 
successor corporation under the Indenture hereinafter referred to), for value 
received, hereby promises to pay to                                    , or 
registered assigns, the principal sum of                        , on the Stated 
Maturity Date specified above (or any Redemption Date as defined on the reverse 
hereof) (each such Stated Maturity Date or Redemption Date being hereinafter 
referred to as the "Maturity Date" with respect to the principal repayable on 
such date) and to pay interest thereon, at a rate per annum equal to the Initial
Interest Rate specified above until the Initial Interest Reset Date specified 
above and thereafter at a rate determined in accordance with the provisions 
specified above and on the reverse hereof with respect to the Base Rate
specified above until the principal hereof is paid or duly made available for
payment, and (to the extent that the payment of such interest shall be legally
enforceable) at the Default Rate per annum specified above on any overdue
principal, premium and/or interest. The Company will pay interest in arrears on
each Interest Payment Date, if any, specified above (each, an Interest Payment
Date), commencing with the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Maturity Date; provided,
                                                               --------  
however, that if the Original Issue Date occurs between a Record Date (as
- -------
defined below) and the next succeeding Interest Payment Date, interest payments
will commence on the second Interest Payment Date next succeeding the Original
Issue Date to the holder of this Note on the Record Date with respect to such
second Interest Payment Date.

     Interest on this Note will accrue from, and including, the immediately 
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been 
paid or duly provided for with respect to this Note) to, but excluding, the 
applicable Interest Payment Date or the Maturity Date, as the case may be (each,
an Interest Period. The interest so payable, and punctually paid or duly 
provided for, on any Interest Payment Date will, subject to certain exceptions 
described herein, be paid to the person in whose name this Note (or one or more 
predecessor Notes) is registered at the close of business on the fifteenth 
calendar day (whether or not a Business Day, as defined on the reverse hereof) 
immediately preceding such Interest Payment Date (the Record Date); provided, 
                                                                    --------
however, that interest payable on the Maturity Date will be payable to the 
- -------
person to whom the principal hereof and premium, if any, hereon shall be 
payable. Any such interest not so punctually paid or duly provided for 
(Defaulted Interest) will forthwith cease to be payable to the holder on any 
Record Date, and may either be paid to the person in whose name this Note is 
registered at the close of business on a special record date (the Special 
Record Date) for the payment of such Defaulted Interest to be fixed by the 
Trustee hereinafter referred to, notice whereof shall be given to the holder of 
this Note by the Trustee not less than 10 calendar days prior to such Special 
Record Date or be paid at any time in any other lawful manner not inconsistent 
with the requirements of any securities exchange, if any, on which the Notes of 
this series shall be listed, and upon such notice as may be required by any such
exchange, all as more fully provided in the Indenture.

<PAGE>
 


     Payment of principal of (and premium, if any) and interest on this Note
will be made in immediately available funds (upon surrender of the Note, in the
case of payment due at the Maturity Date or upon earlier redemption, at the
Corporate Trust Office of the Trustee, maintained for that purpose in the
Borough of Manhattan, New York City, currently located at 450 W. 33rd Street,
New York, New York 10001); provided, however, that if such payment of principal
or interest is to be made in a Specified Currency other than U.S. dollars, as
provided on the reverse hereof, by wire transfer to an account maintained by the
Holder hereof in the country of said Specified Currency shown above (the
Holder's Overseas Account), as designated by the Holder of this Note by written
notice to the Trustee on or prior to the Record Date or at least 16 days prior
to the Maturity Date or in connection with any transfer after such 16th day. In
the absence of such designation or if such wire transfer cannot be made for any
other reason, the Trustee will mail a notice to the address of the Person
entitled thereto, as such address shall appear on the Security Register on the
Record Date for any payment of interest or on the date of such notice in
connection with payment of principal, as the case may be, requesting a
designation pursuant to which such wire transfer can be made and no such payment
shall be made until such designation is made. As more fully provided on the
reverse hereof, if payment of principal of (and premium, if any) and interest on
this Note is to be made in U.S. dollars, payment will be made (upon surrender of
the Note, in the case of payment due at the Maturity Date or upon earlier
redemption, at the foregoing Corporate Trust Office) by wire transfer to an
account designated by the Holder (the Holder's U.S. Account) by written notice
to the Trustee on or prior to the Record Date or at least 16 days prior to the
Maturity Date, or, in the absence of such designation, by check mailed to the
address of the Person entitled thereto as such address shall appear on the
Security Register on the Record Date for any payment of interest or the Maturity
Date shown above or Redemption Date for payment of principal, as the case may
be. As more fully provided on the reverse hereof, payment of the principal of
(and premium, if any) and interest on this Note will be made in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts based on then prevailing exchange
rates with respect to the Specified Currency and the U.S. dollar or, if payment
of the principal of and interest on this Note is to be made in a Specified
Currency other than U.S. dollars, subject to applicable laws and regulations, in
the Specified Currency shown above.

     If any Interest Payment Date other than the Maturity Date would otherwise 
be a day that is not a Business Day, such Interest Payment Date shall be 
postponed to the next succeeding Business Day, except that if LIBOR is an 
applicable Base Rate and such Business Day falls in the next succeeding calendar
month, such Interest Payment Date shall be the immediately preceding Business
Day. If the Maturity Date falls on a day that is not a Business Day, the
required payment of principal, premium, if any, and/or interest shall be made on
the next succeeding Business Day with the same force and effect as if made on
the date such payment was due, and no interest shall accrue with respect to such
payment for the period from and after the Maturity Date to the date of such
payment on the next succeeding Business Day.


<PAGE>
 
     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH 
ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL HAVE THE SAME FORCE AND 
EFFECT AS IF SET FORTH ON THE FACE HEREOF.

     Unless the Certificate of Authentication hereon has been executed by the 
Trustee by manual signature, this Note 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 Note to be duly executed 
under its corporate seal.

                              VIRGINIA ELECTRIC AND POWER COMPANY

                              By 
                                ---------------------------
                                     President

Dated:                        By
                                ---------------------------
                                Vice President


                              Attest:

                                Assistant Corporate Secretary

TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.

CHEMICAL BANK,
as Trustee


By
  ---------------------------------
       Authorized Officer


[Seal of Virginia Electric and Power Company
 appears here]


* The bracketed language would apply to and appear on only a Book-Entry Note.


<PAGE>
 
                               [REVERSE OF NOTE]

                      VIRGINIA ELECTRIC AND POWER COMPANY
                          MEDIUM-TERM NOTE, SERIES F

                                (FLOATING RATE)

     This Note is one of a duly authorized issue of Securities of the Company,
issued and issuable in one or more series under an indenture, dated as of April 
1, 1988, as supplemented, (the Indenture) between the Company and Chemical 
Bank, as Trustee (the Trustee, which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto 
reference is hereby made for a statement of the respective rights, limitations 
of rights, duties and immunities thereunder of the Company, the Trustee and the 
Holders of the Securities issued thereunder and of the terms upon which said 
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof as Medium-Term Notes, Series F (the 
Notes) in aggregate principal amount of up to U.S. $200 million or its 
equivalent in foreign currencies or currency units, based upon the applicable 
exchange rate at the time of issuance.

     The Notes are identical except for Specified Currency, denomination, 
interest rate, issue date, Maturity Date and redemption terms, if any.

     The principal of (and premium, if any) and interest on this Note are 
payable by the Company in the Specified Currency shown on the face hereof. If
this Note is denominated in a Specified Currency other than U.S. dollars and if
the Holder hereof shall have elected to receive payments in U.S. dollars,
Chemical Bank, in its capacity as exchange rate agent, or such other Person as
shall be appointed by the Company (the Exchange Rate Agent), will convert
payments of principal of and interest on this Note to U.S. dollars. The amount
to be received by a Holder of this Note electing to receive payments in U.S.
dollars will be based on the highest bid quotation in New York City received by
the Exchange Rate Agent at approximately 11:00 A.M. New York City time on the
second Business Day preceding the applicable payment date from three recognized
foreign exchange dealers (one of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer of the Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Notes electing to receive payment in U.S.
dollars and at which the applicable dealer commits to execute a contract. If
such bid quotations are not available, payments will be made in the Specified
Currency. All currency exchange costs will be borne pro rata by the Holders
electing payment in U.S. dollars by deductions from such payments in U.S.
dollars. If this Note is denominated in a Specified Currency other than U.S.
dollars, the Holder of this Note may elect to receive payment of the principal
of and interest on this Note in U.S. dollars by transmitting a written request
for such payment to the Trustee at its Corporate Trust Office in New York City
on or prior to the Record Date or at least 16 days prior to the Maturity Date,
as the case may be. Such request may be in writing (mailed or hand delivered) or
may be by cable, telex or other form of facsimile transmission. The Holder of
this Note need not file a separate election for each such payment. Such
election, once properly made, will remain in effect until this Note is
transferred or until changed by written notice to the Trustee, but written
notice of any such change must be received by the Trustee on or prior to the
Record Date or at least 16 days prior to the Maturity Date, as the case may be.

     In order for the Holder of this Note to receive payments by wire transfer, 
such Holder shall designate an appropriate account (being either the Holder's 
Overseas Account or the Holder's U.S. Account, as the case may be).  Such 
designation shall be made by filing the appropriate information with the Trustee
at its Corporate Trust Office in New York City on or prior to the Record Date
for the next succeeding Interest Payment Date or at least 16 days prior to the
Maturity Date, except as provided on the face hereof. The Trustee will, subject
to applicable laws and regulations (in the case of a Specified Currency other
than U.S. dollars) and until it receives notice to the contrary or until this
Note is transferred, make such payment and all succeeding payments to such
Holders by wire transfer to the designated Holder's Overseas Account or Holder's
U.S. Account, as the case may be. The Company will pay any administrative costs
imposed by banks in connection with making wire transfer of payments, but any
tax, assessment, governmental or other charge imposed upon such payments will be
borne by the Holder of this Note and deducted therefrom.

     If the Specified Currency other than U.S. dollars is not available for the 
payment of principal or interest with respect to this Note due to the imposition
of exchange controls or other circumstances beyond the control of the Company, 
the Company will be entitled to satisfy its obligations to the Holder of this 
Note by making such payment in U.S. dollars on the basis of the applicable 
Exchange Rate (defined as the noon buying rate in New York City for cable
transfers for such Specified Currency, as certified for customs purposes by the
Federal Reserve Bank of New York or, in the case of European Currency Units
(ECUs), the rate of exchange determined by the Commission of the European
Communities or any successor thereto as published in the Official Journal of the
European Communities, or any successor publication) as of the most recent date
on which an Exchange Rate was available. The Exchange Rate determined as
provided above as certified by the Company to the Trustee shall be conclusive
absent manifest error. Any payment made under such circumstances in U.S. dollars
will not constitute an Event of Default under the Indenture. A good faith
determination by the Company that the Specified Currency is unavailable shall be
binding upon the Trustee and the Holder of this Note.

     Except as set forth below or on the face hereof, this Note shall bear
interest at the rate determined by reference to the applicable Base Rate (a)
plus or minus the Spread, if any, and/or (b) multiplied by the Spread
Multiplier, if any, in each case as specified on the face hereof. Commencing on
the Initial Interest Reset Date, the rate at which interest on this Note shall
be payable shall be reset as of each Interest Reset Date specified on the face
hereof; provided, however, that the interest rate in effect for the period, if
        --------  -------
any, from the Original Issue Date to the Initial Interest Reset Date shall be
the Initial Interest Rate.


<PAGE>
 
     Unless otherwise specified on the face hereof, the rate with respect to 
each Base Rate will be determined in accordance with the applicable provisions 
below. Except as set forth above, the interest rate in effect on each day shall
be (i) if such day is an Interest Reset Date, the interest rate determined as of
the Interest Determination Date (as hereinafter defined) immediately preceding
such Interest Reset Date or (ii) if such day is not an Interest Reset Date, the
interest rate determined as of the Interest Determination Date immediately
preceding the most recent Interest Reset Date. If any Interest Reset Date would
otherwise be a day that is not a Business Day, such Interest Reset Date shall be
postponed to the next succeeding Business Day, except that if LIBOR is an
applicable Base Rate and such Business Day falls in the next succeeding calendar
month, such Interest Reset Date shall be the immediately preceding Business Day
as used herein, "Interest Reset Period" means the period of time beginning on an
Interest Reset Date for this Note and ending on the calendar day immediately
preceding the next succeeding Interest Reset Date.

     As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking institutions
are authorized or required by law or executive order to close in New York City;
provided, however, that, with respect to Notes the payment of which is to be
made in a Specified Currency other than U.S. dollars, such day is also not a day
on which banking institutions are authorized or required by law or executive
order to close in the Principal Financial Center of the country of such
Specified Currency (or, in the case of the ECU, is not a day designated as an
ECU Non-Settlement Day by the ECU Banking Association or otherwise generally
regarded in the ECU interbank market as a day on which payments in ECUs shall
not be made); provided, further, that, with respect to Notes as to which LIBOR
is an applicable Base Rate, such day is also a London Business Day (as defined
below). "London Business Day" means any day (i) if the Index Currency (as
defined below) is other than ECU, on which dealings in such Index Currency are
transacted in the London interbank market or (ii) if the Index Currency is ECU,
that is not designated as an ECU Non-Settlement Day by the ECU Banking
Association or otherwise generally regarded in the ECU interbank market as a day
on which payments in ECUs shall not be made. "Principal Financial Center" means
the capital city of the country issuing the specified Index Currency (as defined
below) or the Specified Currency, as the case may be, except that with respect
to U.S. dollars, Deutsche Marks, Dutch Guilders, Italian Lire, Swiss Francs and
ECUs, the "Principal Financial Center" shall be New York City, Frankfurt,
Amsterdam, Milan, Zurich and Luxembourg, respectively.


<PAGE>
 
     The "Interest Determination Date" pertaining to an Interest Reset Date for
CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes, CMT Rate
Notes and Prime Rate Notes will be the second Business Day next preceding such
Interest Reset Date. The Interest Determination Date pertaining to an Interest
Reset Date for a LIBOR Note will be the second London Business Day preceding
such Interest Reset Date. The Interest Determination Date pertaining to an
Interest Reset Date for a Treasury Rate Note will be the day of the week in
which such Interest Reset Date falls on which Treasury bills would normally be
auctioned. Treasury bills are normally sold at auction on Monday of each week,
unless that day is a legal holiday, in which case the auction is normally held
on the following Tuesday, but such auction may be held on the preceding Friday.
If, as the result of a legal holiday, an auction is so held on the preceding
Friday, such Friday will be the Interest Determination Date pertaining to the
Interest Reset Date occurring in the next succeeding week. If an auction falls
on a day that is an Interest Reset Date, such Interest Reset Date will be the
next following Business Day.

     Unless otherwise specified on the face hereof, the "Calculation Date,"
where applicable, pertaining to an Interest Determination Date will be the
earlier of (i) the tenth calendar day after such Interest Determination Date,
or, if such day is not a Business Day, the next succeeding Business Day, or (ii)
the Business Day preceding the applicable Interest Payment Date or Maturity
Date, as the case may be.

     CD Rate. If the Base Rate for this Note is specified on the face
     -------
hereof as the CD Rate, this Note will bear interest at the interest rate, 
calculated with reference to the CD Rate and the Spread and/or Spread
Multiplier, if any, and the Minimum Interest Rate and Maximum Interest Rate, if
any, specified on the face hereof. The CD Rate shall be determined as of the
applicable Interest Determination Date (a CD Rate Interest Determination Date)
as the rate on such date for negotiable certificates of deposit having the Index
Maturity designated on the face hereof as published by the Board of Governors of
the Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates," or any successor publication of the Board of Governors of the Federal
Reserve System (H.15(519)) under the heading "CDs (Secondary Market)," or, if
not so published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the CD Rate will be the rate on
such Interest Determination Date for negotiable certificates of deposit of the
Index Maturity designated on the face hereof as published by the Federal Reserve
Bank of New York in its daily statistical release "Composite 3:30 P.M.
Quotations for U.S. Government Securities" (the Composite Quotations) under the
heading "Certificates of Deposit." If such rate is not yet published in either
H.15(519) or the Composite Quotations by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the CD Rate on
such Interest Determination Date will be calculated by the Calculation Agent and
will be the arithmetic mean of the secondary market offered rates as of 10:00
A.M., New York City time, on such Interest Determination Date for certificates
of deposit in an amount that is representative for a single transaction at that
time with a remaining maturity closest to the Index Maturity designated on the
face hereof of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in New York City selected by the Calculation Agent for
negotiable certificates of deposit of major United States money center banks;
provided, however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting as set forth above, the CD Rate in effect for the
applicable period will be the same as the CD Rate for the immediately preceding
Interest Reset Period (or, if there was no such Interest Reset Period, the rate
of interest payable on this Note shall be the Initial Interest Rate).


<PAGE>
 
     CMT Rate.   If the Base Rate for this Note is specified on the 
     --------
face hereof as the CMT Rate, this Note will bear interest at the interest rate,
calculated with reference to the CMT Rate and the Spread and/or Spread
Multiplier, if any, and subject to the Minimum Interest Rate, and the Maximum
Interest Rate, if any, specified on the face hereof. The CMT Rate shall be
determined as of the applicable Interest Determination Date (a CMT Rate
Interest Determination Date) as the rate displayed on the Designated CMT
Telerate Page (as defined below) under the caption "...Treasury Constant
Maturities...Federal Reserve Board Release H.15...Mondays Approximately 3:45
P.M.", under the column for the Designated CMT Maturity Index (as defined below)
for (i) if the Designated CMT Telerate Page is 7055, such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
week, or the month, as applicable, ended immediately preceding the week in which
the related CMT Rate Interest Determination Date occurs. If such rate is no
longer displayed on the relevant page, or if not displayed by 3:00 P.M., New
York City time, on the related Calculation Date, then the CMT Rate for such
Interest Determination Date will be such Treasury Constant Maturity rate for the
Designated CMT Maturity Index as published in the relevant H.15(519). If such
rate is no longer published, or, if not published by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate for such Interest
Determination Date will be such Treasury Constant Maturity rate for the
Designated CMT Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for the Interest Determination Date with respect
to such Interest Reset Date as may then be published by either the Board of
Governors of the Federal Reserve System or the United States Department of the
Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If such information is not provided by 3:00 P.M., New York
City time, on the related Calculation Date, then the CMT Rate for the Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity, based on the arithmetic mean of the secondary market closing
offer side prices as of approximately 3:30 P.M., New York City time, on the
Interest Determination Date reported, according to their written records, by
three leading primary United States government securities dealers (each, a
Reference Dealer) in New York City (which may include Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and
Morgan Stanley & Co. Incorporated or their affiliates) selected by the
Calculation Agent (from five such Reference Dealers selected by the Calculation
Agent, after consultation with the Company, and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for the most
recently issued direct noncallable fixed rate obligations of the United States
(Treasury notes) with an original maturity of approximately the Designated CMT
Maturity Index and remaining term to maturity of not less than such Designated
CMT Maturity Index minus one year. If the Calculation Agent cannot obtain three
such Treasury notes quotations, the CMT Rate for such Interest Determination
Date will be calculated by the Calculation Agent and will be a yield to maturity
based on the arithmetic mean of the secondary market closing offer side prices
as of approximately 3:30 P.M., New York City time, on the Interest Determination
Date of three Reference Dealers in New York City (from five such Reference
Dealers selected by the Calculation Agent and eliminating the highest quotation
(or, in the event of equality, one of the highest) and the lowest quotation (or,
in the event of equality, one of the lowest)), for Treasury notes with an
original maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity closest to the
Designated CMT Maturity Index and in an amount of at least U.S. $100,000,000. If
three or four (and not five) of such Reference Dealers are quoting as described
above, then the CMT Rate will be based on the arithmetic mean of the offer
prices obtained and neither the highest nor the lowest of such quotes will be
eliminated; provided however, that if fewer than three Reference Dealers
selected by the Calculation Agent are quoting as described herein, the CMT Rate
for such Interest Reset Date will be the same as the CMT Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the rate of interest payable on this Note shall be the Initial
Interest Rate). If two Treasury notes with an original maturity as described in
the second preceding sentence have remaining terms to maturity equally close to
the Designated CMT Maturity Index, the quotes for the Treasury note with the
shorter remaining term to maturity will be used.

     "Designated CMT Telerate Page" means the display on the Dow Jones Telerate 
Service on the page designated on the face hereof (or any other page as may
replace such page on that service for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519)), for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519). If no such page is
specified on the face hereof, the Designated CMT Telerate Page shall be 7052,
for the most recent week.

     "Designated CMT Maturity Index" shall be the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified as such on the face hereof with respect to which the CMT Rate will be
calculated. If no such maturity is specified on the face hereof the Designated
CMT Maturity Index shall be two years.


<PAGE>
 
     Commercial Paper Rate.  If the Base Rate for this Note is specified 
     ---------------------
on the face hereof as the Commercial Paper Rate, this Note will bear interest at
the interest rate, calculated with reference to the Commercial Paper Rate and
the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest
Rate and the Maximum Interest Rate, if any, specified on the face hereof. The
Commercial Paper Rate shall be determined as of the applicable Interest
Determination Date (a Commercial Paper Rate Interest Determination Date) as the
Money Market Yield (as defined below) of the rate on such date for commercial
paper having the Index Maturity specified on the face hereof, as such rate shall
be published in H.15(519), under the heading "Commercial Paper." In the event
that such rate is not published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, then the
Commercial Paper Rate shall be the Money Market Yield of the rate on such
Interest Determination Date for commercial paper of the specified Index Maturity
as published in Composite Quotations under the heading "Commercial Paper." If by
3:00 P.M., New York City time, on such Calculation Date such rate is not yet
available in either H.15(519) or Composite Quotations, then the Commercial Paper
Rate shall be the Money Market Yield of the arithmetic mean of the offered rates
as of 11:00 A.M., New York City time, on such Interest Determination Date of
three leading dealers of commercial paper in New York City selected by the
Calculation Agent for commercial paper of the specified Index Maturity, placed
for an industrial issuer whose bond rating is "AA," or the equivalent, from a
nationally recognized statistical rating organization; provided, however, that
if the dealers selected as aforesaid by the Calculation Agent are not quoting
offered rates as mentioned in this sentence, the Commercial Paper Rate in effect
for the applicable period will be the same as the Commercial Paper Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the rate of interest payable on this Note shall be the Initial
Interest Rate).

     "Money Market Yield" means a yield (expressed as a percentage) calculated
in accordance with the following formula:

     Money Market Yield =        D x 360
                          --------------------  x  100
                             360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the Interest Period for which interest is being calculated.


<PAGE>
 
     Federal Funds Rate.  If the Base Rate for this Note is specified on the 
     ------------------
face hereof as the Federal Funds Rate, this Note will bear interest at the
interest rate, calculated with reference to the Federal Funds Rate and the
Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest
Rate and Maximum Interest Rate, if any, specified on the face hereof. The
Federal Funds Rate shall be determined as of the applicable Interest
Determination Date (a Federal Funds Rate Interest Determination Date) as the
rate on such date for Federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)," or, if not so published by 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the Federal Funds Rate will be the rate on such Interest Determination Date as
published in the Composite Quotations under the heading "Federal Funds/Effective
Rate." If such rate is not yet published in either H.15(519) or the Composite
Quotations by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the Federal Funds Rate for such Interest
Determination Date will be calculated by the Calculation Agent and will be the
arithmetic mean of the rates for the last transaction in overnight Federal
funds, as of 9:00 A.M., New York City time, on such Interest Determination Date,
arranged by three leading brokers of Federal funds transactions in New York City
selected by the Calculation Agent; provided, however, that if the brokers
selected as aforesaid by the Calculation Agent are not quoting as set forth
above, the Federal Funds Rate in effect for the applicable period will be the
same as the Federal Funds Rate for the immediately preceding Interest Reset
Period (or, if there was no such Interest Reset Period, the rate of interest
payable on this Note shall be the Initial Interest Rate).
 
     LIBOR.  If the Base Rate for this Note is specified on the face hereof as 
     -----
LIBOR, this Note will bear interest at the interest rate, calculated with
reference to LIBOR and the Spread and/or Spread Multiplier, if any, and subject
to the Minimum Interest Rate and the Maximum Interest Rate, if any, specified on
the face hereof. LIBOR shall be determined by the Calculation Agent as of the
applicable Interest Determination Date (a LIBOR Interest Determination Date) in
accordance with the following provisions:
 
     (i) As of the Interest Determination Date, LIBOR will be either: (a) if
  "LIBOR Reuters" is specified on the face hereof, the arithmetic mean of the
  offered rates (unless the specified Designated LIBOR Page (as defined below)
  by its terms provides only for a single rate, in which case such single rate
  shall be used) for deposits in the Index Currency having the Index Maturity
  designated on the face hereof, commencing on the second London Business Day
  immediately following such Interest Determination Date, that appear on the
  Designated LIBOR Page as of 11:00 A.M., London time, on that Interest
  Determination Date, if at least two such offered rates appear (unless, as
  aforesaid, only a single rate is required) on such Designated LIBOR Page, or
  (b) if "LIBOR Telerate" is specified in the applicable Pricing Supplement, the
  rate for deposits in the Index Currency having the Index Maturity designated
  on the face hereof, commencing on the second London Business Day immediately
  following such Interest Determination Date, that appears on the Designated
  LIBOR Page as of 11:00 A.M., London time, on that Interest Determination Date.
  If fewer than two offered rates appear (if "LIBOR Reuters" is specified on the
  face hereof) (or, no rate appears, if, as aforesaid, only a single rate is
  required) or no rate appears (if "LIBOR Telerate" is specified on the face
  hereof), LIBOR in respect of the related Interest Determination Date will be
  determined as if the parties had specified the rate described in clause (ii)
  below.
  
     (ii) With respect to an Interest Determination Date on which fewer than two
  offered rates appear (if "LIBOR Reuters" is specified on the face hereof) (or
  on which no rate appears, if, as aforesaid, only a single rate is required) or
  no rate appears (if "LIBOR Telerate" is specified on the face hereof), the
  Calculation Agent will request the principal London offices of each of four
  major reference banks in the London interbank market, as selected by the
  Calculation Agent, to provide the Calculation Agent with its offered quotation
  for deposits in the Index Currency for the period of the Index Maturity
  designated on the face hereof, commencing on the second London Business Day
  immediately following such Interest Determination Date, to prime banks in the
  London interbank market at approximately 11:00 A.M., London time, on such
  Interest Determination Date and in a principal amount of not less than
  $1,000,000 (or the equivalent in the Index Currency, if the Index Currency is
  not the U.S. dollar) that is representative for a single transaction in such
  Index Currency in such market at such time. If at least two such quotations
  are provided, LIBOR determined on such Interest Determination Date will be the
  arithmetic mean of such quotations. If fewer than two quotations are provided,
  LIBOR determined on such Interest Determination Date will be the arithmetic
  mean of the rates quoted at approximately 11:00 A.M. (or such other time
  specified on the face hereof), in the applicable Principal Financial Center
  for the country of the Index Currency on such Interest Determination Date, by
  three major banks in such Principal Financial Center selected by the
  Calculation Agent for loans in the Index Currency to leading European banks,
  having the Index Maturity designated on the face hereof and in a principal
  amount of not less than $1,000,000 commencing on the second London Business
  Day immediately following such Interest Determination Date (or the equivalent
  in the Index Currency, if the Index Currency is not the U.S. dollar) that is
  representative for a single transaction in such Index Currency in such market
  at such time; provided, however, that if the banks so selected by the
  Calculation Agent are not quoting as mentioned in this sentence, LIBOR in
  effect for the applicable period will be the same as LIBOR for the immediately
  preceding Interest Reset Period (or, if there was no such Interest Reset
  Period, the rate of interest payable on this Note shall be the Initial
  Interest Rate).
  
  "Index Currency" means the currency (including composite currencies) specified
on the face hereof as the currency for which LIBOR shall be calculated. If no
such currency is specified on the face hereof, the Index Currency shall be U.S.
dollars.
 
  "Designated LIBOR Page" means either (a) if "LIBOR Reuters" is designated on
the face hereof, the display on the Reuters Monitor Money Rates Service for the
purpose of displaying the London interbank rates of major banks for the
applicable Index Currency, or (b) if "LIBOR Telerate" is designated on the face
hereof, the display on the Dow Jones Telerate Service for the purpose of
displaying the London interbank rates of major banks for the applicable Index
Currency. If neither LIBOR Reuters nor LIBOR Telerate is specified on the face
hereof, LIBOR for the applicable Index Currency will be determined as if LIBOR
Telerate (and, if the U.S. dollar is the Index Currency, Page 3750) had been
specified.

<PAGE>
 
     Prime Rate.  If the Base Rate for this Note is specified on the 
     ----------
face hereof as the Prime Rate, this Note will bear interest at the interest
rate, calculated with reference to the Prime Rate and the Spread and/or Spread
Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum
Interest Rate, if any, specified on the face hereof. The Prime Rate shall be
determined as of the applicable Interest Determination Date (a Prime Rate
Interest Determination Date) as the rate set forth in H.15(519) for such date
opposite the caption "Bank Prime Loan." If such rate is not yet published by
9:00 A.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, the Prime Rate for such Interest Determination Date
will be the arithmetic mean of the rates of interest publicly announced by each
bank named on the Reuters Screen NYMF Page (as defined below) as such bank's
prime rate or base lending rate as in effect for such Interest Determination
Date as quoted on the Reuters Screen NYMF Page on such Interest Determination
Date, or, if fewer than four such rates appear on the Reuters Screen NYMF Page
for such Interest Determination Rate, the rate shall be the arithmetic mean of
the prime rates quoted on the basis of the actual number of days in the year
divided by 360 as of the close of business on such Interest Determination Date
by at least two of the three major money center banks in New York City selected
by the Calculation Agent from which quotations are requested. If fewer than two
quotations are provided, the Prime Rate shall be calculated by the Calculation
Agent and shall be determined as the arithmetic mean on the basis of the prime
rates in New York City by the appropriate number of substitute banks or trust
companies organized and doing business under the laws of the United States, or
any State thereof, in each case having total equity capital of at least U.S.
$500 million and being subject to supervision or examination by federal or state
authority, selected by the Calculation Agent to quote such rate or rates;
provided, however, that if the banks or trust companies selected as aforesaid by
the Calculation Agent are not quoting as set forth above, the "Prime Rate" in
effect for the applicable period will be the same as the Prime Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the rate of interest payable on this Note shall be the Initial
Rate). "Reuters Screen NYMF Page" means the display designated as Page "NYMF" on
the Reuters Monitor Money Rates Services (or such other page as may replace the
NYMF Page on that service for the purpose of displaying prime rates or base
lending rates of major United States banks).

     Treasury Rate.  If the Base Rate for this Note is specified on the
     -------------
face hereof as the Treasury Rate, this Note will bear interest at the interest
rate, calculated with reference to the Treasury Rate and the Spread and/or
Spread Multiplier, if any, and subject to the Minimum Interest Rate and the
Maximum Interest Rate, if any, specified on the face hereof. The Treasury Rate
shall be determined as of the applicable Interest Determination Date (a Treasury
Rate Interest Determination Date) as the rate for the auction held on such date
of direct obligations of the United States (Treasury Bills) having the Index
Maturity designated on the face hereof, as published in H.15(519) under the
heading "Treasury Bills auction average (investment)" or, if not so published by
9:00 A.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, the auction average rate on such Interest
Determination Date (expressed as a bond equivalent, on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) as otherwise
announced by the United States Department of the Treasury. In the event that the
results of the auction of Treasury Bills having the Index Maturity designated on
the face hereof are not published or reported as provided above by 3:00 P.M.,
New York City time, on such Calculation Date or if no such auction is held on
such Interest Determination Date, then the Treasury Rate shall be calculated by
the Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) calculated using the arithmetic mean of the secondary
market bid rates, as of approximately 3:30 P.M., New York City time, on such
Interest Determination Date, of three leading primary United States government
securities dealers selected by the Calculation Agent for the issue of Treasury
Bills with a remaining maturity closest to the Index Maturity designated on the
face hereof; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting bid rates as mentioned in this sentence, the
Treasury Rate for such Interest Reset Date will be the same as the Treasury Rate
for the immediately preceding Interest Reset Period (or, if there was no such
Interest Reset Period, the rate of interest payable on this Note shall be the
Initial Interest Rate).


<PAGE>
 
     Notwithstanding the foregoing, the interest rate hereon shall not be 
greater than the Maximum Interest Rate, if any, or less than the Minimum 
Interest Rate, if any, specified on the face hereof. The interest rate on this 
Note will in no event be higher than the maximum rate permitted by New York law,
as the same may be modified by United States law of general application. 

     The Calculation Agent shall calculate the interest rate hereon in 
accordance with the foregoing on or before each Calculation Date. The 
"Calculation Date", if applicable, pertaining to any Interest Determination Date
shall be the earlier of (i) the tenth calendar day after such Interest 
Determination Date or, if such day is not a Business Day, the next succeeding 
Business Day or (ii) the Business Day immediately preceding the applicable 
Interest Payment Date or the Maturity Date, as the case may be.

     At the request of the Holder hereof, the Calculation Agent will provide to 
the Holder hereof the interest rate hereon then in effect and, if determined, 
the interest rate which will become effective as a result of a determination 
made for the next succeeding Interest Reset Data.

     With respect to this Note, accrued interest shall be calculated by
multiplying the principal amount of this Note by an accrued interest factor.
Such accrued interest factor will be computed by adding the interest factors
calculated for each day in the period for which interest is being paid. Unless
otherwise specified on the face hereof, the interest factor for each such day is
computed by dividing the interest rate applicable to such day by 360, in the
case of CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes,
LIBOR Notes and Prime Rate Notes, or by the actual number of days in the year,
in the case of Treasury Rate Notes and CMT Rate Notes. All percentages used in
or resulting from any calculation of the rate of interest on this Note will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward, and all
dollar amounts used in or resulting from such calculation on this Note will be
rounded to the nearest cent, with one-half cent rounded upward. The interest
rate in effect on any Interest Reset Date will be the applicable rate as reset
on such date. The interest rate applicable to any other day is the interest rate
from the immediately preceding Interest Reset Date (or, if none, the Initial
Interest Rate).

     If so provided on the face of this Note, this Note may be redeemed by the 
Company on and after the Initial Redemption Date, if any, indicated on the face 
hereof. If no Initial Redemption Date is set forth hereof, this Note may not be 
redeemed prior to the Maturity Date. On and after the Initial Redemption Date,
if any, this Note may be redeemed at any time in whole or in part (provided that
any remaining principal amount of this Note shall be equal to an authorized
denomination) at the option of the Company, at the applicable Redemption Price
(as defined below), together with interest thereon payable to the "Redemption
Date", on notice given not more than 60 nor less than 30 days prior to the
Redemption Date. In the event of redemption of this Note in part only, a new
Note for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof. The Notes will not have a sinking fund. The
"Redemption Price" shall initially be the Initial Redemption Percentage, shown
on the face hereof, of the principal amount of this Note to be redeemed and
shall decline at each anniversary of the Initial Redemption Date, shown on the
face hereof, by the Annual Redemption Percentage Reduction, if any, shown on the
face hereof, of the principal amount to be redeemed until the Redemption Price
is 100% of such principal amount.

     Notwithstanding the foregoing, the Company may not, prior to the Limitation
Date specified on the face hereof, if any, redeem this Note as contemplated by 
the next preceding paragraph as a part of, or in anticipation of, any refunding 
operation by the application, directly or indirectly, of monies borrowed having 
an interest cost to the Company (calculated in accordance with generally 
accepted financial practice) of less than the Refunding Rate specified on the 
face hereof, if any.

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

     The Indenture permits, with certain exceptions as therein provided, the 
amendment thereof and the modification of the rights and obligations of the 
Company and the rights of the Holders of the Securities of each series to be 
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at 
the time Outstanding of each series to be affected. The Indenture also contains 
provisions permitting the Holders of specified percentages in principal amount 
of the Securities of each series at the time Outstanding, on behalf of the 
Holders of all Securities of such series, to waive 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 Note shall be conclusive and binding upon such Holder and upon all future 
Holders of this Note and of any Note issued upon the registration of transfer 
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.

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

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registerable in the Security Register, upon 
surrender of this Note, for registration of transfer at the office or agency of 
the Company in any place where the principal of (and premium, if any) and 
interest on this Note are payable, duly endorsed by, or accompanied by a 
written instrument of transfer in form satisfactory to the Company and the 
Security Registrar duly executed by, the Holder hereof or his attorney duly 
authorized in writing, and thereupon one or more new Notes having the same 
Stated Maturity and Original Issue Date, of authorized denominations and of like
tenor and for the same aggregate principal amount in the same Specified
Currency, will be issued to the designated transferee or transferees.

     The Notes are issuable in registered form only, without coupons, and unless
otherwise specified on the face hereof, in denominations of U.S. $1,000 and in 
integral multiples of U.S. $1,000 in excess thereof or the approximate 
equivalent of U.S. $1,000 in the Specified Currency in which this Note is 
denominated (if not U.S. dollars) at the Exchange Rate on the Business Day 
immediately preceding the trade date, rounded down to the nearest integral 
multiple of 1,000 units of said Specified Currency and in any amount in excess 
thereof that is an integral multiple of 1,000 units of such Specified Currency. 
As provided in the Indenture and subject to certain limitations therein set 
forth, Notes are exchangeable for a like aggregate principal amount of Notes 
having the same Specified Currency, Stated Maturity and Original Issue Date of 
any authorized denominations as requested by the Holder surrendering the same, 
upon surrender of the Note or Notes to be exchanged at the office or agency of 
the Company.

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

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

     No recourse for the payment of the principal of (and premium, if any) or
interest on this Note, or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, convenant or agreement of
the Company in the Indenture or any indenture supplemental thereto or in any
Note, or because of the creation of any indebtedness represented thereby, shall
be had against any incorporator, stockholder, official or director, as such,
past, present or future, of the Company or of any successor entity, either
directly or through the Company or any successor company, whether by virtue of
any constitution, statute or rule of law or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the acceptance hereof and
as part of the consideration for the issue hereof, expressly waived and
released.

     Reference in this Note to "U.S.$" or "U.S. dollars", is to the currency of 
the United States of America. Reference in this Note to the "Specified Currency"
is to the Specified Currency shown on the face hereof. All terms used in this 
Note and not otherwise defined herein which are defined in the Indenture shall 
have the meanings assigned to them in the Indenture.

     This Note shall be governed by and construed in accordance with the laws of
the State of New York.

                        ------------------------------
                                 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this 
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

      TEN COM   -- as tenants in common              UNIT GIFT MIN ACT--________
      TEN ENT   -- as tenants by the entireties                          (Cust)
      JT TEN    -- As joint tenants with rights      Custodian____________
                   of survivorship and not as                    (Minor)
                   tenants in common                 Under Uniform Gifts to 
                                                     Minors Act________________
                                                                 (State)

     Additional abbreviations may also be used though not in the above list.
                        ------------------------------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), and transfer(s) unto
               Please insert social security or other
                   identifying number of assignee

- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

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

- --------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably           Attorney
constituting and appointing to transfer said Note on the books
of the Company, with full power of substitution in the premises.

Dated:___________________________    ___________________________________________

                                     ___________________________________________
                                     NOTICE: The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of the within instrument in
                                     every particular, without alteration or 
                                     enlargement, or any change whatever.



<PAGE>
 
 
                                                                   EXHIBIT 5

                [LETTERHEAD OF HUNTON & WILLIAMS APPEARS HERE]


                                 June 14, 1995

Virginia Electric and Power Company
One James River Plaza
Richmond, Virginia 23219

                      Virginia Electric and Power Company
                          Medium-Term Notes, Series F
                      -----------------------------------

Gentlemen:

     We consent that this opinion may be filed as an exhibit to the Registration
Statement of Virginia Electric and Power Company (the Company) with respect to 
up to U.S. $200,000,000 aggregate principal amount of its Medium-Term Notes, 
Series F, due from nine months to thirty years from the date of issue (the 
Notes) proposed to be issued under an Indenture dated as of April 1, 1988, as 
amended and supplemented by a first supplemental indenture dated as of August 1,
1989 (the Indenture) between you and Chemical Bank.

     We are of the opinion that the Company is a corporation duly organized and 
existing under the laws of Virginia, is duly qualified as a foreign corporation 
in West Virginia and North Carolina and has corporate power to conduct its 
business and issue the Notes.

     We are further of the opinion that when the steps mentioned in the next 
paragraph below shall have been taken, (a) all requisite corporate and 
governmental authorizations will have been given for the issuance and sale of 
the
 Notes (except such governmental authorization as may be necessary under the 
Blue Sky Laws of the several States), and (b) the Notes will be valid, legal and
binding obligations of the Company (subject, as to enforceability, to applicable
bankruptcy, moratorium and similar laws from time to time in force).

     The steps to be taken as indicated in the preceding paragraph are:

     (1)  Authorization of the issuance and sale of the Notes by the Board of 
          Directors and Executive Committee of the 


<PAGE>
 
                               HUNTON & WILLIAMS

Virginia Electric and Power Company
June 14, 1995
Page 2


          Company and by the State Corporation Commission of Virginia;

     (2)  Compliance with the Securities Act of 1933, as amended; and 

     (3)  Issuance and sale of the Notes in accordance with such authorizations.

     Insofar as this opinion relates to any matter governed by the laws of West 
Virginia, we base it on the opinion of Jackson & Kelly, Charleston, West 
Virginia, evidenced by their consents to the statements made in regard to them 
under the caption EXPERTS in the Registration Statement. But we express no 
opinion with respect to any matter governed by the laws of West Virginia in 
regard to property titles or the lien of the Company's Indenture of Mortgage, 
dated November 1, 1935.

     We hereby consent to the statements made in regard to our firm under the 
captions  EXPERTS and LEGAL OPINIONS in the Registration Statement. In giving 
this consent, we do not admit that we are in the category of persons whose 
consent is required under section 7 of the Securities Act of 1933, as amended, 
or the rules and regulations promulgated thereunder by the Securities and 
Exchange Commission.

     The opinions expressed in this letter are solely for your information and 
use, and no other person may rely upon or otherwise use the opinions for any 
purpose without our express written consent.


                                  Very truly yours,

                                  /s/ Hunton & Williams

                                      HUNTON & WILLIAMS
  



<PAGE>
 
                                                                       Exhibit 8

                [LETTERHEAD OF HUNTON & WILLIAMS APPEARS HERE]






                                 June 14, 1995





Virginia Electric and Power Company
One James River Plaza
Richmond, Virginia 23219


                          Medium-Term Notes, Series F
                       Federal Income Tax Considerations
                       ---------------------------------


Gentlemen:

          We have acted as your counsel in connection with the offering of U.S. 
$200,000,000 maximum aggregate principal amount of your Medium-Term Notes, 
Series F (the Notes). The Notes will be offered on a continuing basis pursuant 
to an Indenture dated April 1, 1988, amended and supplemented by a first 
supplemental indenture dated as of August 1, 1989, (the Indenture) between you 
and Chemical Bank.

          We have examined copies of (i) the registration statement on Form S-3 
to be filed on June 14, 1995, relating to the Notes (the Registration 
Statement), (ii) the prospectus to be included in the Registration Statement 
(the Prospectus), and (iii) the Indenture. In addition, we have reviewed such 
other documents and made such other factual and legal inquiries as we have 
considered necessary for purposes of this opinion.

          Based on our review, we are of the opinion that the statements and 
legal conclusions contained in the Prospectus under the caption "SUMMARY OF 
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS" are
 correct and that the 
discussion does not omit any material matter with respect to the topics covered.

          We consent to the references to our firm under the caption "SUMMARY OF
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS" and to the filing of this 
opinion as an exhibit to the Registration Statement. In giving this consent, we 
do not admit that we are in the category of persons whose consent is required 
under section 7 of the Securities Act of 1933, as amended, or the rules and 
regulations promulgated thereunder by the Securities and Exchange Commission.

          The opinions expressed in this letter are solely for your information 
and use. No other person may rely upon or otherwise use those opinions for any 
purpose without our express written consent.

                               Very truly yours,

                               /s/ Hunton & Williams

                               HUNTON & WILLIAMS





<PAGE>
 
 
                                                                      EXHIBIT 12


                      VIRGINIA ELECTRIC AND POWER COMPANY

               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

                           (thousands except ratios)


<TABLE> 
<CAPTION> 
 

                        12 Months  
                          Ended
                        March 31,
                          1995          1994        1993        1992        1991        1990
<S>                      <C>          <C>       <C>         <C>         <C>         <C> 
Net Income............   $428,706     $447,144  $  509,051  $  469,521  $  487,379  $  450,354
                       
Add: Income Taxes.....    215,643      225,647     257,217     211,295     233,323     213,463
                       
Total.................    644,349      672,791     766,268     680,816     720,702     663,817
                       
Fixed Charges:         
Interest on            
 Long-Term Debt.......    294,549      291,864     300,152     300,857     335,651     356,279
Other Interest........      8,039        7,551      19,121      29,534      27,805      25,927
Estimated Interest     
 Factor of Rents       
 Charged to Operating  
 Expenses, Clearing and
 Other Accounts.......      7,647        7,132       5,660       6,231       9,999      10,400
Total Fixed Charges...    310,235      306,547     324,933     336,622     373,455     392,606
Earnings as Defined...   $954,584     $979,338  $1,091,201  $1,017,438  $1,094,157  $1,056,423

Ratio of Earnings
 to Fixed Charges.....       3.08         3.19        3.36        3.02        2.93        2.69
</TABLE>
 







<PAGE>
 
                                                                  EXHIBIT 23(ii)

                 [LETTERHEAD OF JACKSON & KELLY APPEARS HERE]


                                 June 14, 1995


Virginia Electric and Power Company
Richmond, VA 23261

         Re:  Virginia Electric and Power Company
              Medium-Term Notes - Series F


Dear Sirs:

         We hereby consent to the statements made in respect to our firm under 
the caption "EXPERTS" appearing in the Registration Statement on Form S-3 (and 
the prospectus included therein) of Virginia Electric and Power Company, to be 
filed on or about June 14, 1995, with the Securities and Exchange Commission 
under the provisions of the Securities Act of 1933, as amended, for registration
of $200,000,000 in Medium-Term Notes, Series F.

                                           Very truly yours,

                                           /s/ Jackson & Kelly
                          
                                               JACKSON & KELLY

                                           





<PAGE>
 
 
                                                                 EXHIBIT 23(iii)



                        CONSENT OF INDEPENDENT AUDITORS
                        -------------------------------



We consent to the incorporation by reference in this Registration Statement of
Virginia Electric and Power Company on Form S-3 of our report dated February 6,
1995, appearing in the Annual Report on Form 10-K of Virginia Electric and Power
Company for the year ended December 31, 1994, and to the reference to us under
the heading "Experts" in the Prospectus, which is part of this Registration
Statement.



DELOITTE & TOUCHE LLP
Richmond, Virginia
June 14, 1995






<PAGE>
 

                                                              EXHIBIT 25

      ___________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549
                           _________________________

                                   FORM  T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                  ___________________________________________
              CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
                    ________________________________________

                                 CHEMICAL BANK
              (Exact name of trustee as specified in its charter)

New York                                                     13-4994650
(State of incorporation                                (I.R.S. employer
if not a national bank)                             identification No.)

270 Park Avenue
New York, New York                                                10017
(Address of principal executive offices)                     (Zip Code)

                              William H. McDavid
                                General Counsel
                                270 Park Avenue
                           New York, New York 10017
                             Tel:  (212) 270-2611
           (Name, address and telephone number of agent for service)
                 _____________________________________________
                      Virginia Electric and Power Company
              (Exact name of obligor as specified in its charter)

Virginia                                                     54-0418825
(State or other jurisdiction of                        (I.R.S. employer
incorporation or organization)                      identification No.)

One James River Plaza
Richmond, Virginia                                           23261-6666
(Address of principal executive offices)                     (Zip Code)

                  ___________________________________________
                                Debt Securities
                      (Title of the indenture securities)
             _____________________________________________________

<PAGE>
 
                                    GENERAL

Item 1. General Information.

        Furnish the following information as to the trustee:

        (a) Name and address of each examining or supervising authority to which
        it is subject.
 New York State Banking Department, State House, Albany,
        New York 12110.

        Board of Governors of the Federal Reserve System, Washington, D.C.,
        20551 and Federal Reserve Bank of New York, District No. 2, 33 Liberty
        Street, New York, N.Y.

        Federal Deposit Insurance Corporation, Washington, D.C., 20429.

        (b) Whether it is authorized to exercise corporate trust powers.

        Yes.


Item 2. Affiliations with the Obligor.

        If the obligor is an affiliate of the trustee, describe each such
        affiliation.

        None.

                                     - 2 -

<PAGE>
 
Item 16. List of Exhibits
 
         List below all exhibits filed as a part of this Statement of
Eligibility.

         1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985 and December 2, 1991 (see Exhibit 1 to Form T-1 filed in
connection with Registration Statement No. 33-50010, which is incorporated by
reference).

         2.  A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference).

         3.  None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

         4.  A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 33-84460, which is
incorporated by reference).

         5.  Not applicable.

         6.  The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference).

         7.  A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

         8.  Not applicable.

         9.  Not applicable.

                                   SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Chemical Bank, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 26th day of April, 1995.
 
                            CHEMICAL BANK

 
                            By /s/ P. Kelly
                               -------------------------------------------
                               P. Kelly
                               Assistant Vice President
 

                                     - 3 -

<PAGE>
 
                             Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                      CONSOLIDATED REPORT OF CONDITION OF

                                 Chemical Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                    a member of the Federal Reserve System,

                 at the close of business December 31, 1994, in
        accordance with a call made by the Federal Reserve Bank of this
        District pursuant to the provisions of the Federal Reserve Act.


<TABLE> 
<CAPTION> 

                                                        Dollar Amounts
             ASSETS                                       in Millions
<S>                                                         <C>  
Cash and balances due from dep ository institutions:
  Noninterest-bearing balances and
  currency and coin ....................................    $  6,291
  Interest-bearing balances ............................       5,484
Securities:  ....... ...................................
Held to maturity securities.............................       6,313
Available for sale securities...........................      16,699
Federal Funds sold and securities purchased under
  agreements to resell in domestic offices of the
  bank and of its Edge and Agreement subsidiaries,
  and in IBF's:
  Federal funds sold....................................       1,922
  Securities purchased under agreements to resell.......           0
Loans and lease financing receivables:
  Loans and leases, net of unearned income..............    $ 66,724
  Less: Allowance for loan and lease losses.............       1,909
  Less: Allocated transfer risk reserve.................         113
                                                            --------
  Loans and leases, net of unearned income,
  allowance, and reserve................................      64,702
Assets held in tradin g accounts........................      25,685
Premis es and fixed assets (including capitalized
  leases)...............................................       1,409
Other real estate owned.................................         248
Investments in unconsolidated sub sidiaries and
  associated companies..................................         150
Customer's liability to th is bank on acceptance
  outstanding...........................................       1,064
Intangible asset s......................................         535
Oth er assets...........................................       5,240
                                                            --------
TOTAL ASSETS............................................    $135,742
                                                            ========
</TABLE>




                                     - 4 -

<PAGE>
 
                                  LIABILITIES



<TABLE>
<CAPTION> 

<S>                                                         <C> 
Deposits
  In domestic offices...................................    $ 47,044
  Noninterest-bearing ..................................    $ 16,782
  Interest-bearing .....................................      30,262
                                                            --------
  In foreign offices, Edge and Agreement subsidiaries,
  and IBF's.............................................      31,227
  Noninterest-bearing ..................................    $    124
  Interest-bearing .....................................      31,103
                                                            --------
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
  of its Edge and Agreement subsidiaries, and in IBF's
  Federal funds purchased...............................      12,222
  Securities sold under agreements to repurchase........       1,428
Demand notes issued to the U.S. Treasury................       1,105
Trading liabilities.....................................      17,412
Other Borrowed money:
  With original maturity of one year or less............       7,500
  with original maturity of more than one year..........         916
Mortgage indebtedness and obligations under capitalized
  leases................................................          22
Bank's liability on acceptances executed and outstanding       1,081
Subordinated notes and debentures.......................       3,410
Other liabilities.......................................       5,205

TOTAL LIABILITIES.......................................     128,572
                                                            --------
<CAPTION> 

                                 EQUITY CAPITAL
 
<S>                                                          <C>
Common stock............................................         620
Surplus.................................................       4,501
Undivided profits and capital reserves..................       2,461
Net unrealized holding gains (Losses)
on available-for-sale securities........................        (410)
Cumulative foreign currency translation adjustments.....          (2)

TOTAL EQUITY CAPITAL....................................       7,170
                                                            --------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
 STOCK AND EQUITY CAPITAL...............................    $135,742
                                                            ========
</TABLE>



I, Joseph L. Sclafani, S.V.P. & Controller of the
above-named bank, do hereby declare that this Report of
Condition has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true to the best of my knowledge and
belief.

                               JOSEPH L. SCLAFANI


We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.


                               WALTER V. SHIPLEY       )
                               EDWARD D. MILLER        )DIRECTORS
                               WILLIAM B. HARRISON     )



                                     - 5 -