AMENDMENT NO. 2 TO EQUIPMENT OPERATING LEASE AGREEMENT

Exhibit 10.2

AMENDMENT NO. 2 TO

EQUIPMENT OPERATING LEASE AGREEMENT

Dated as of March 24, 2006

between

U.S. BANK NATIONAL ASSOCIATION,

not in its individual capacity except

as expressly provided herein, but

solely as Owner Trustee,

as Lessor

and

OLD DOMINION ELECTRIC COOPERATIVE,

as Lessee

CLOVER UNIT 1 GENERATING FACILITY

AND

COMMON FACILITIES

AMENDMENT NO. 2 TO EQUIPMENT OPERATING LEASE AGREEMENT

This AMENDMENT NO. 2 TO EQUIPMENT OPERATING LEASE AGREEMENT, dated as of March 24, 2006 (this “Amendment No. 2”), between U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as expressly provided herein, but solely as successor to State Street Bank and Trust Company as Owner Trustee (the “Lessor”), and OLD DOMINION ELECTRIC COOPERATIVE, a utility aggregation cooperative organized under the laws of the Commonwealth of Virginia (the “Lessee”).

WHEREAS, the Lessor and the Lessee entered into an Equipment Operating Lease Agreement, dated as of February 29, 1996, as amended by Amendment No. 1 to Equipment Operating Lease Agreement, dated as of December 19, 2002 (as amended and in effect from time to time, the “Equipment Operating Lease”), relating to the lease of the Equipment Interest from the Lessor to the Lessee;

WHEREAS, the parties hereto wish to amend the Equipment Operating Lease as set forth herein in connection with the refinancing of Loan Certificates pursuant to Section 10.3 of the Participation Agreement referred to below.

NOW, THEREFORE, in consideration of the foregoing premises and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1. DEFINED TERMS

Capitalized terms used in this Amendment No. 2 (including the recitals) and not otherwise defined herein shall have the respective meanings specified in the Equipment Operating Lease or, if not defined therein, in Appendix A to the Participation Agreement, dated as of February 29, 1996, among the Lessee, the Lessor, First Union National Bank of Florida (“First Union”) and Utrecht-America Finance Co., as amended by (i) Amendment No. 1 to Participation Agreement, dated as of December 19, 2002, among such parties and Cedar Hill International Corp., as the Series B Lender, (ii) Amendment No. 2 to Participation Agreement, dated as of December 31, 2004, among such parties, and (iii) Amendment No. 3 to Participation Agreement, dated as of March 24, 2006, among such parties (other than Cedar Hill International Corp.) and FGIC Capital Services LLC, as the Series B Lender (as amended and in effect from time to time, the “Participation Agreement”).

SECTION 2. AMENDMENTS

Section 2.1 Amendment to Section 1. Section 1 of the Equipment Operating Lease is amended to delete the word “hereto” in the first sentence thereof and to substitute the words “to the Participation Agreement” in lieu thereof.

Section 2.2 Amendment to Section 3.2. Section 3.2 of the Equipment Operating Lease is amended to delete the word “twenty-two” in the second sentence thereof.

Section 2.3 Amendment to Section 9. Section 9(xiii) of the Equipment Operating Lease is amended by deleting the words “the Deposit” each place they occur.

Section 2.4 Amendment to Schedules. Schedule 1, Schedule 2 and Schedule 4 to the Equipment Operating Lease are deleted in their entirety and Schedule 1, Schedule 2 and Schedule 4 hereto are substituted in lieu thereof, respectively.

SECTION 3. REFERENCE TO AND EFFECT ON THE EQUIPMENT OPERATING LEASE

Section 3.1 Reference. Upon the effectiveness of this Amendment No. 2, each reference in the Equipment Operating Lease to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, to the Equipment Operating Lease, shall mean and be a reference to the Equipment Operating Lease, as amended hereby.

Section 3.2 Effect. Except as specifically amended hereby, the Equipment Operating Lease shall remain in full force and effect and is hereby ratified and confirmed.

SECTION 4. MISCELLANEOUS

Section 4.1 Governing Law. This Amendment No. 2 shall be in all respects governed by and construed in accordance with the laws of the State of New York including all matters of construction, validity and performance.