Nineteenth Supplemental and Amending Indenture

Exhibit 4.2

VIRGINIA ELECTRIC AND POWER COMPANY

Issuer,

THE BANK OF NEW YORK MELLON

(successor to JPMorgan Chase Bank, N.A.

(formerly known as The Chase Manhattan Bank))

Original Trustee

AND

U.S. BANK NATIONAL ASSOCIATION

Series Trustee

Nineteenth Supplemental and Amending Indenture

Dated as of November 1, 2008

$700,000,000

2008 Series B 8.875% Senior Notes

Due 2038

TABLE OF CONTENTS ^*

Exhibit 4.2

THIS NINETEENTH SUPPLEMENTAL AND AMENDING INDENTURE is made as of the 1 ^st day of November, 2008, by and between VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, having its principal office at 120 Tredegar Street, Richmond, Virginia 23219 (the “Company”), THE BANK OF NEW YORK MELLON (successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), a New York banking corporation, as Trustee (herein called the “Original Trustee”), and U.S. BANK NATIONAL ASSOCIATION, as Trustee of the series of Securities established by this Nineteenth Supplemental and Amending Indenture, having a corporate trust office at 1021 East Cary Street, Suite 1850, Richmond, Virginia 23219 (herein called the “Series Trustee”).

WITNESSETH:

WHEREAS, the Company has heretofore entered into a Senior Indenture, dated as of June 1, 1998 (the “Original Indenture”), as heretofore supplemented and amended, with the Original Trustee;

WHEREAS, the Original Indenture is incorporated herein by this reference and the Original Indenture, as heretofore supplemented and amended and as further supplemented and amended by this Nineteenth Supplemental and Amending Indenture, is herein called the “Indenture”;

WHEREAS, under the Original Indenture, a new series of Securities may at any time be established in accordance with the provisions of the Original Indenture and the terms of such series may be described by a supplemental indenture executed by the Company and the Trustee;

WHEREAS, the Company proposes to create under the Indenture a new series of Securities;

WHEREAS, the Company is entering into this Nineteenth Supplemental and Amending Indenture with the Original Trustee and the Series Trustee to evidence and provide for the acceptance of appointment thereunder by a Trustee with respect to the series of Securities hereby established, to add to or change any of the provisions of the Original Indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one Trustee, and to make certain amendments to the Original Indenture pursuant to Section 901(9) of the Original Indenture to permit the appointment of the Series Trustee as Trustee for the series of Securities hereby established;

WHEREAS, the Company has requested that the Original Trustee enter into this Nineteenth Supplemental and Amending Indenture in connection with (i) the foregoing amendments, and (ii) the Company’s appointing the Series Trustee with all the rights, powers, trusts and duties of the Original Trustee with respect to, and only with respect to, the series of Securities hereby established;

WHEREAS, additional Securities of other series hereafter established, except as may be limited in the Original Indenture as at the time supplemented and modified, may be issued from time to time pursuant to the Indenture as at the time supplemented and modified; and the Original Trustee will, unless and until a Person other than the Original Trustee is appointed to act as Trustee with respect to the Securities of such series, serve as Trustee of such series;

WHEREAS, all conditions necessary to authorize the execution and delivery of this Nineteenth Supplemental and Amending Indenture and to make it a valid and binding obligation of the Company have been done or performed.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

2008 SERIES B 8.875% SENIOR NOTES DUE 2038

SECTION 101. Establishment . There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Company’s 2008 Series B 8.875% Senior Notes Due 2038, (the “Series B Senior Notes”).

There are to be initially authenticated and delivered $700,000,000 principal amount of Series B Senior Notes, and such principal amount of the Series B Senior Notes may be increased from time to time pursuant to Section 301 of the Indenture. All Series B Senior Notes need not be issued at the same time and such series may be reopened at any time, without the consent of any Holder, for issuances of additional Series B Senior Notes. Any such additional Series B Senior Notes will have the same interest rate, maturity and other terms as those initially issued. Further Series B Senior Notes may also be authenticated and delivered as provided by Sections 304, 305, 306, 906 and 1106 of the Original Indenture.

The Series B Senior Notes shall be issued in definitive fully registered form without coupons, in substantially the form set out in Exhibit A hereto. The entire initially issued principal amount of the Series B Senior Notes shall initially be evidenced by one or more certificates issued to Cede & Co., as nominee for The Depository Trust Company.

The form of the Series Trustee’s Certificate of Authentication for the Series B Senior Notes shall be in substantially the form set forth in Exhibit B hereto.

Each Series B Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

SECTION 102. Definitions . The following defined terms used herein shall, unless the context otherwise requires, have the meanings specified below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture.

“Adjusted Treasury Rate” means, with respect to any Redemption Date: (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity

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corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Adjusted Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

“Business Day” means a day other than (i) a Saturday or a Sunday, (ii) a day on which banks in New York, New York are authorized or obligated by law or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Series Trustee is closed for business.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Series B Senior Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life.

“Comparable Treasury Price” for any Redemption Date means (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

“Corporate Trust Office of the Series Trustee” means the office of the Series Trustee at which at any particular time its corporate trust business with respect to the series of Securities herein described shall be principally administered, which office at the date of original execution of this Nineteenth Supplemental and Amending Indenture is located at 1021 East Cary Street, Suite 1850, Richmond, Virginia 23219.

“Independent Investment Banker” means Citigroup Global Markets Inc., Goldman, Sachs & Co. or Greenwich Capital Markets, Inc. and their respective successors as selected by the Company, or if none of such firms is willing or able to serve as such, an independent investment and banking institution of national standing appointed by the Company.

“Interest Payment Dates” means May 15 and November 15 of each year, commencing on May 15, 2009.

“Original Issue Date” means November 6, 2008.

“Outstanding,” when used with respect to the Series B Senior Notes, means, as of the date of determination, all Series B Senior Notes, theretofore authenticated and delivered under the Indenture, except:

(i) Series B Senior Notes theretofore canceled by the Series Trustee or delivered to the Series Trustee for cancellation;

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(ii) Series B Senior Notes for whose payment at Maturity the necessary amount of money or money’s worth has been theretofore deposited (other than pursuant to Section 1303 of the Original Indenture) with the Series Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Series B Senior Notes; provided that, if such Series B Senior Notes are to be redeemed, notice of such redemption has been duly given pursuant to the Original Indenture or provision therefor satisfactory to the Series Trustee has been made;

(iii) Series B Senior Notes with respect to which the Company has effected Defeasance pursuant to Section 1302 of the Original Indenture; and

(iv) Series B Senior Notes that have been paid pursuant to Section 306 of the Original Indenture or in exchange for or in lieu of which other Series B Senior Notes have been authenticated and delivered pursuant to the Indenture, other than any such Series B Senior Notes in respect of which there shall have been presented to the Series Trustee proof satisfactory to it that such Series B Senior Notes are held by a bona fide purchaser in whose hands such Series B Senior Notes are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Series B Senior Notes have given, made or taken any request, demand, authorization, direction, notice, consent or waiver or other action hereunder as of any date, Series B Senior Notes owned by the Company or any other obligor upon the Series B Senior Notes or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Series Trustee shall be protected in making any such determination or relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action only Series B Senior Notes which the Series Trustee actually knows to be so owned shall be so disregarded. Series B Senior Notes so owned which shall have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Series Trustee (A) the pledgee’s right so to act with respect to such Series B Senior Notes and (B) that the pledgee is not the Company or any other obligor upon the Series B Senior Notes or an Affiliate of the Company or such other obligor.

“Reference Treasury Dealer” means: (i) Citigroup Global Markets Inc., Goldman, Sachs & Co. and Greenwich Capital Markets, Inc. and their respective successors; provided that, if any such firm or its successors ceases to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the Company shall substitute another Primary Treasury Dealer; and (ii) up to two other Primary Treasury Dealers selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.

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“Regular Record Date” means, with respect to each Interest Payment Date, the close of business on the Business Day preceding such Interest Payment Date; provided , that with respect to Series B Senior Notes that are not represented by one or more Global Securities, the Regular Record Date shall be the close of business on the 15 ^th calendar day (whether or not a Business Day) preceding such Interest Payment Date.

“Remaining Life” means the remaining term of the Series B Senior Notes.

“Stated Maturity” means November 15, 2038.

The terms “Company,” “Original Trustee,” “Series Trustee,” “Original Indenture,” and “Indenture” shall have the respective meanings set forth in the recitals to this Nineteenth Supplemental and Amending Indenture and the paragraph preceding such recitals.

SECTION 103. Payment of Principal and Interest . The principal of the Series B Senior Notes shall be due at the Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Series B Senior Notes shall bear interest at the rate of 8.875% per annum until paid or duly provided for, such interest to accrue from the Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for. Interest shall be paid semi-annually in arrears on each Interest Payment Date to the Person in whose name the Series B Senior Notes are registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity of principal or on a Redemption Date as provided herein will be paid to the Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to the Person or Persons in whose name the Series B Senior Notes are registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Series Trustee (in accordance with Section 307 of the Original Indenture), notice whereof shall be given to Holders of the Series B Senior Notes not less than ten (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 Series B Senior Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture.

Payments of interest on the Series B Senior Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Series B Senior Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on the Series B Senior Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable.

Payment of the principal and interest on the Series B Senior Notes shall be made at the office of the Paying Agent in such currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, with any such payment that is due at the Stated Maturity of any Series B Senior Notes or on a Redemption Date being made upon surrender of such Series B Senior Notes to the Paying Agent. Payments of interest

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(including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Series Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto. In the event that any date on which principal and interest is payable on the Series B Senior Notes is not a Business Day, then payment of the principal and interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of