Exhibit 4(ii)
Form of Bond
FACE OF BOND
REGISTERED REGISTERED
No. 95A- $200,000,000
VIRGINIA ELECTRIC AND POWER COMPANY
FIRST AND REFUNDING MORTGAGE BONDS OF 1995, SERIES A, 8 1/4%, DUE
MARCH 1, 2025
VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation
(herein called the Company, which term includes any successor
corporation as defined in the Indenture hereinafter referred to),
for value received, hereby promises to pay to
CUSIP
927804CV4
SEE REVERSE
FOR CERTAIN
DEFINITIONS
BONDS OF 1995, BONDS OF 1995,
SERIES A SERIES A
, or registered assigns, the sum of _____________________ DOLLARS
or such portion thereof, if any, as shall not therefore have been
paid, on March 1, 2025 and to pay interest on such sum or portion
thereof from the most recent date to which interest has been paid
or duly provided for or, if this Bond shall have been issued on
original issuance, from the date hereof or, if this Bond shall
have been delivered upon transfer of or in exchange for or in
lieu of any Predecessor Bond, as defined in the Indenture, from
the date from which unpaid interest shall have accrued on such
Predecessor Bond, such interest to be payable semi-annually on
March 1 and September 1 in each year at the rate shown in the
title hereof, until the principal hereof is paid or made
available for payment. The interest installment so payable, and
punctually paid or duly provided for, on any interest payment
date will, as provided in the Indenture, be paid to the person
in whose name this Bond (or one or more Predecessor Bonds, as
defined in the Indenture) is registered at the close of business
on the Regular Record Date for such interest installment, which
term shall mean the fifteenth day (whether or not a business day)
of the calendar month next preceding such interest payment date.
Any such interest installment not so punctually paid or duly
provided for shall forthwith cease to be payable to the
registered holder on such Regular Record Date, and may be paid to
the person in whose name this Bond (or one or more Predecessor
Bonds) 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 the bondholders not
less than 15 days prior to such Special Record Date. Payment of
the principal and interest on this Bond will be made in lawful
money of the United States at the office or agency of The Chase
Manhattan Bank (National Association) or its successor in trust
(herein called the Trustee), in New York, N.Y.
The other provisions of this Bond appear on the reverse
hereof.
This Bond shall not be of any force or effect until the
Authentication Certificate hereon shall have been signed by the
Trustee.
IN WITNESS WHEREOF the Company has caused this Bond to be
duly executed under its corporate seal.
Dated
AUTHENTICATION CERTIFICATE VIRGINIA ELECTRIC AND POWER COMPANY
By
This Bond is one of the Bonds
of the series designated and
referred to in the within J. T. Rhodes
mentioned Indenture. President
And By
THE CHASE MANHATTAN BANK J. Kennerly Davis, Jr.
(NATIONAL ASSOCIATION), Trustee Corporate Secretary
By
Authorized Officer
[SEAL]
REVERSE OF BOND
VIRGINIA ELECTRIC AND POWER COMPANY
FIRST AND REFUNDING MORTGAGE BONDS OF 1995, SERIES A, 8 1/4%,
DUE MARCH 1, 2025
(CONTINUED)
This Bond is one of an issue of Bonds known as First and
Refunding Mortgage Bonds, issuable in series without limit in
aggregate principal amount and all equally secured by an
Indenture dated November 1, 1935, from the Company to The Chase
National Bank of the City of New York, as Trustee (The Chase
Manhattan Bank (National Association), successor Trustee,
hereinafter called the Trustee, which term includes any sucessor
Trustee under the Indenture), as supplemented and modified (such
Indenture, as so supplemented and modified, being herein called
the Indenture), to which reference is hereby made for a
description of the mortgaged property, the rights of the
bondholders in regard thereto, the terms and conditions upon
which the Bonds are secured and the terms and conditions upon
which the Bonds may be issued.
On or after March 1, 2005, the Bonds of this Series are
subject to redemption at the option of the Company, as a whole or
in part, at any time or from time to time prior to maturity at
the percentages of the principal amount thereof specified in the
following table under the heading "Regular Redemption Price",
except that if redeemed (a) by the application of Funds in Escrow
as defined in the Indenture, or (b) as a whole within 12 months
after acquisition of not less than a majority of the outstanding
Common Stock of the Company by any municipality or governmental
body, agency, instrumentality or authority, or any non-profit
cooperative body, or any nominee thereof, they are subject to
redemption at the percentages of the principal amount thereof
specified in the following table under the heading "Special
Redemption Price":
The redemption prices
are as follows:
During the -----------------------
12 Months Regular Special
Beginning Redemption Redemption
March 1 Price Price
--------- ---------- ----------
2005 103.48% 100.00 %
2006 103.13 100.00
2007 102.78 100.00
2008 102.43 100.00
2009 102.09 100.00
2010 101.74 100.00
2011 101.39 100.00
2012 101.04 100.00
2013 100.70 100.00
2014 100.35 100.00
2015 100.00 100.00
2016 100.00 100.00
2017 100.00 100.00
2018 100.00 100.00
2019 100.00 100.00
2020 100.00 100.00
2021 100.00 100.00
2022 100.00 100.00
2023 100.00 100.00
2024 100.00 100.00
together with any unmatured interest accrued to the date of
redemption, payable on surrender for redemption (the interest
installment payable on the date of redemption, if such date is an
interest payment date, to be paid to the holder of record at the
close of business on the Regular Record Date for such interest
installment).
If this Bond is called for redemption and payment duly
provided, it shall cease to bear interest from and after the date
of redemption.
In case an event of default as defined in the Indenture shall
occur, the principal of this Bond may become or be declared due
and payable before maturity in the manner and with the effect
provided in the Indenture.
Upon deposit by the Company with the Trustee of funds
sufficient to pay the principal of any Bonds of this Series
together with all interest due to the date of maturity, the date
fixed for redemption or the date then otherwise becoming due,
such Bonds shall forthwith upon such deposit cease to be entitled
to the lien of the Indenture and after such maturity date,
redemption date or due date, all liability of the Company with
respect thereto shall terminate.
The Indenture authorizes the Company and the Trustee, with
the consent of the holders of not less than 75% in principal
amount of the Bonds (exclusive of Bonds disqualified by reason of
the Company's interest therein) at the time outstanding,
including not less than 60% in principal amount of each Series
adversely affected, to execute supplemental indentures changing
the Indenture in any way except that no such supplemental
indenture shall extend the fixed maturity of this Bond or the
time of payment of interest hereon or reduce the amount of the
principal hereof or the rate of interest hereon without the
consent of the holder hereof. The Indenture authorizes the
holders of 75% or more in principal amount of the Bonds
(exclusive of Bonds disqualified by reason of the Company's
interest therein), including at least 60% in principal amount of
each outstanding Series, to waive any default under the Indenture
except a default in payment of principal or interest at the fixed
maturity thereof. In addition, certain rights of certain holders
of the Bonds of this Series may not be affected by any
supplemental indenture, nor may any default in respect of certain
obligations of the Company and the consequences thereof be
waived, without the consent of all holders affected thereby, and
reference is made to the supplemental indenture relating to the
Bonds of this Series for a description of such rights and
obligations and of the holders of Bonds of this Series to which
such rights and obligations pertain.
No reference herein to the Indenture and no provision in this
Bond or the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on this Bond at the
times, place and rate, and in the money, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, this Bond is transferable on the
Bond Register of the Company upon surrender of this Bond for
transfer at the office or agency of the Trustee, duly endorsed
by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Registrar duly executed by,
the registered holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Bonds of authorized
denominations and for the same aggregate principal amount will be
issued to the designated transferee or transferees. No service
charge will be made for any such transfer, but the Company may
require the payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Company, the Trustee and any agent of the Company may
treat the person in whose name this Bond is registered as the
absolute owner hereof for the purpose of receiving payment as
herein provided and for all other purposes whether or not this
Bond be overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.
The Bonds of this Series are issuable only as registered
Bonds without coupons in denominations of $1,000 or any multiple
thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Bonds are exchangeable for a like
aggregate principal amount of Bonds of different authorized
denominations, as requested by the holder surrendering the same,
upon payment of taxes and other governmental charges.
The bondholders agree by acceptance of the Bonds to waive and
release all right of recourse to any personal liability of any
promoter, subscriber, incorporator, stockholder, officer or
director, past, present or future, of the Company or of any
predecessor or successor corporation, for the collection of any
claim in respect of the Bonds, all as more fully provided in the
Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Bond, 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-___Custodian___
TEN ENT - as tenants by the (Cust) (Minor)
entireties with right under Uniform Gifts
of survivorship and to Minors Act
not as tenants in common ------------------
JT TEN - as joint tenants with (State)
right of survivorship
and not as tenants in
common
Additional abbreviations may also be used though not in the
above list.
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FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers to ___________________________________________________
Please print or typewrite name and address including postal zip
code of assignee _______________________________________________
the within Bond of VIRGINIA ELECTRIC AND POWER COMPANY and
irrevocably constitutes and appoints ___________________________
Attorney to transfer this Bond on the books of the within-named
Company, with full power of substitution in the premises.
Date:___________________________
___________________________________________________
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE
BOND IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER. THE
SIGNATURE(S) SHOULD BE GUARANTEED BY A COMMERCIAL
BANK OR TRUST COMPANY, OR BY A NEW YORK, BOSTON,
MIDWEST, PHILADELPHIA OR PACIFIC STOCK EXCHANGE
MEMBER OR FIRM, WHOSE SIGNATURE IS KNOWN TO THE
REGISTRAR.