INVESTMENT AGREEMENT EARLY TERMINATION AND LOAN CERTIFICATE ASSIGNMENT AGREEMENT

(a)

OLD DOMINION ELECTRIC COOPERATIVE , a wholesale power supply cooperative organized under the laws of the Commonwealth of Virginia (“ Old Dominion ”);

(b)

FIRST UNION FINANCIAL INVESTMENTS, LLC ( as successor to First Union Financial Investments, Inc., as successor to First Union National Bank of Florida), a Tennessee limited liability company (the “ Owner Participant ”);

(c)

UTRECHT-AMERICA FINANCE CO. , a Delaware corporation, as the Series A Lender under the Loan Agreement referred to below (in such capacity, the “ Series A Lender ”) and as Agent for the Lenders under the Loan Agreement referred to below (in such capacity, the “ Agent ”);

(d)

FGIC CAPITAL SERVICES LLC , a limited liability company organized under the laws of the State of Delaware, as Series B Lender under the Loan Agreement referred to below (in such capacity, the “ Existing Series B Lender ,” and together with the Series A Lender, the “ Lenders ”);

(e)

U.S. BANK NATIONAL ASSOCIATION , a national banking association, not in its individual capacity, but solely as successor to State Street Bank and Trust Company, as trustee (the “ Owner Trustee ”);

(f)

FGIC FINANCIAL SERVICES LLC , a limited liability company organized under the laws of the State of Delaware, as the payment undertaker under the Investment Agreement referred to below (in such capacity, “ FFS ”); and

(g)

FINANCIAL GUARANTY INSURANCE COMPANY , a New York stock insurance company, as the surety for FFS under the Policy referred to below (“ FGIC ”);

(1)

Reference is made to (I) the Participation Agreement dated as of February 29, 1996, among Old Dominion, the Owner Trustee, the Owner Participant and Utrecht-America Finance Co., as the Series A Lender and the Agent, as amended by (i) Amendment No. 1 to Participation Agreement, dated as of December 19, 2002, among such parties and Cedar Hill International Corp. (“ Cedar Hill ”), as Series B Lender, (ii) Amendment No. 2 to Participation Agreement, dated as of December 31, 2004, among such parties, (iii) Amendment No. 3 to Participation

Agreement, dated as of March 24, 2006, among such parties (other than Cedar Hill) and the Existing Series B Lender, and (iv) Amendment No. 4 to Participation Agreement, dated as of December 30, 2008, among such parties (other than Cedar Hill) (as further amended, restated, supplemented or otherwise modified through the date hereof, the “ Participation Agreement ”), (II) the Investment Agreement, dated as of March 24, 2006, among Old Dominion and FFS (as amended, restated, supplemented or otherwise modified through the date hereof, the “ Investment Agreement ”), and (III) the Amended and Restated Loan and Security Agreement, dated as of December 19, 2002, among the Owner Trustee, Cedar Hill, the Series A Lender and the Agent, as amended by the Amendment and Supplement No. 1 to Amended and Restated Loan and Security Agreement, dated as of March 24, 2006, among such parties (other than Cedar Hill) and the Existing Series B Lender (as amended, restated, supplemented or otherwise modified through the date hereof, the “ Loan Agreement ”).

(2)

Reference is further made to (I) the Investment Pledge Agreement, dated as of March 24, 2006, by and between Old Dominion, as pledgor, and the Owner Trustee, as pledgee (the “ Investment Pledge Agreement ”), (II) the Surety Bond, No. 06010142, issued by FGIC, with respect to the payment obligations under the Investment Agreement (the “ Policy ”) and (III) the Tax Indemnity Agreement, dated as of February 29, 1996, by and between Old Dominion and the Owner Participant, as amended by the Amendment No. 1 to Tax Indemnity Agreement, dated as of December 19, 2002, by and between such parties and the Amendment No. 2 to Tax Indemnity Agreement, dated as of March 24, 2006, by and between such parties (as amended, restated, supplemented or otherwise modified through the date hereof, the “ Tax Indemnity Agreement ”).

(3)

Old Dominion desires to acquire the Series B Loan Certificate under the Loan Agreement from the Existing Series B Lender in exchange for an amount equal to $32,985,511.27 and to direct FFS to pay the Investment Agreement Early Termination Amount to the Existing Series B Lender in partial satisfaction of Old Dominion’s obligation to pay the purchase price for the assignment of the Series B Loan Certificate and the parties hereto have agreed thereto on the terms and subject to the conditions set forth herein.

(a)

Capitalized terms used in this Agreement, including the preliminary statements, which are not otherwise defined herein have the meanings assigned to them in Appendix A to the Participation Agreement. The rules of interpretation set forth in Appendix A to the Participation Agreement shall apply to this Agreement.

(b)

The following terms have the following meanings:

(a)

To facilitate the payments contemplated by clauses (b) and (c) below, the Owner Trustee releases any Lien on or other security interest in the Investment Agreement created pursuant to the Investment Pledge Agreement and each of the Agent, the Series A Lender and the Existing Series B Lender releases any Lien on or other security interest in the Investment Agreement created pursuant to the Loan Agreement, and so long as FFS pays the Investment Agreement Early Termination Amount as contemplated by clauses (b) and (c) below, each of the Owner Trustee and the Existing Series B Lender agrees that it shall have no right to or claim under the Investment Agreement or with respect to any payment due thereunder to the extent such right or claim relates to liabilities, obligations and duties of FFS arising on and after the Effective Date.

(b)

Pursuant to Section 3.2(a)(viii) of the Investment Agreement, Old Dominion hereby directs FFS to irrevocably and unconditionally pay the Investment Agreement Early Termination Amount, and Old Dominion further directs FFS to irrevocably and unconditionally pay the Investment Agreement Early Termination Amount to the Existing Series B Lender and FFS acknowledges that such payment is for the account of and for the behalf of Old Dominion.

(c)

FFS hereby agrees to irrevocably and unconditionally pay the Investment Agreement Early Termination Amount without offset, deduction or withholding and without regard to any conflicting payment instruction delivered by any other Person to the Existing Series B Lender in full satisfaction of Old Dominion’s obligation to pay the purchase price for the assignment of the Series B Loan Certificate by the Existing Series B Lender to Old Dominion.

(d)

Upon receipt of the Investment Agreement Early Termination Amount by the Existing Series B Lender, FFS is released from all further liabilities, obligations and duties under the Investment Agreement and FGIC is released from further liabilities, obligations and duties under the Policy owing to any Party.

(e)

FFS, FGIC and the Existing Series B Lender shall maintain their rights with respect to Old Dominion’s indemnity obligations under Section 8 of the Participation Agreement, only with respect to Claims and Taxes which arise or are attributable to the period prior to the Effective Date (including those discovered after the Effective Date), and Old Dominion shall have no indemnity obligation to the Existing Series B Lender, FFS or FGIC to the extent that such obligations arise or are attributable to the period after the Effective Date.

(a)

Each of the Parties consents to the transfer of the Series B Loan Certificate by the Existing Series B Lender to Old Dominion, notwithstanding anything to the contrary in the Operative Documents.

(b)

Old Dominion hereby agrees to pay the amount of $112,425.95 to the Existing Series B Lender, which together with the payment of certain other amounts set forth herein shall be in satisfaction of the price for the sale and transfer of the Series B Loan Certificate.

(c)

The Existing Series B Lender acknowledges the receipt of an amount equal to the Investment Agreement Early Termination Amount plus an amount equal to the amount of $112,425.95 and shall credit such amount paid to it by FFS and Old Dominion, respectively, in full and final satisfaction of all amounts payable to it upon the sale and transfer of the Series B Loan Certificate, which payment shall not discharge any debt obligations of the Borrower under the Loan Agreement.

(d)

The Existing Series B Lender delivers to Old Dominion the existing Series B Loan Certificate endorsed in blank; provided , further , that any failure to actually deliver the Series B Loan Certificate shall not affect the transfer of all right, title and interest in the Series B Loan Certificate.

(e)

Upon delivery by Old Dominion to the Owner Trustee of the existing Series B Loan Certificate, the Owner Trustee in accordance with Section 2.7(a) of the Loan Agreement will execute and deliver to Old Dominion a new Series B Loan Certificate in favor of Old Dominion of identical face value and terms and, following the completion of the events and actions contemplated by Section 2(d) above and this Section 3(d) and Section 3(e) below (notwithstanding anything herein to the contrary, such actions occur on the Effective Date), the Agent will mark the existing Series B Loan Certificate as “cancelled” and will destroy or otherwise dispose of the cancelled Series B Loan Certificate in accordance with its customary practices; provided , that the failure of the Owner Trustee to deliver a new Series B Loan Certificate shall not affect the transfer of all right, title and interest in the Series B Loan Certificate to Old Dominion on the Effective Date.

(f)

The Existing Series B Lender is released from all further liabilities, obligations and duties under the Loan Agreement, to the extent such liabilities, obligations and duties arise and relate to the period on or after the Effective Date.

(a)

On and as of the Effective Date:

(1)

Each Party (other than the Agent and the Series A Lender) agrees to waive or acknowledge satisfaction of any prior notices, review

period or other condition precedent required under the Operative Documents to effect the transactions contemplated by this Agreement, including, but not limited to, the waiver by FFS of Old Dominion’s obligation to (i) provide two Business Days’ prior written notice of its intent to request payment of the Investment Agreement Early Termination Amount and (ii) provide an Officer’s Certificate stating the circumstances requiring such payment under the Investment Agreement, both obligations pursuant to Section 3.5(a) of the Investment Agreement.

(2)

The Agent and the Series A Lender agree to waive any prior notice required under the Operative Documents to effect the transactions contemplated by this Agreement.

(b)

On and as of the Effective Date, Old Dominion agrees to be bound by the Participation Agreement and the Loan Agreement as a Lender in the place of the Existing Series B Lender and hereby assumes for the benefit of the other Parties hereto all of the obligations of a Lender pursuant to the Operative Documents arising on or after the Effective Date.

(c)

On and as of the Effective Date, each Party agrees that, subject to the terms and conditions set forth herein, on and as of the Effective Date, (1) the Investment Agreement shall terminate pursuant to Section 3.2(a) of the Investment Agreement, (2) the Policy shall terminate pursuant to Section 4(g) of the Policy, and (3) the Investment Pledge Agreement shall terminate pursuant to Section 2(a) above.

(d)

Each Party agrees that, from and after the Effective Date, this Agreement shall constitute an “Operative Document” (and the definition of “Operative Documents” set forth in Appendix A to the Participation Agreement is hereby amended accordingly) for purposes of the Participation Agreement and the other Operative Documents.

(e)

Each Party agrees that, from and after the Effective Date, each re