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For Immediate Release

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Virginia Approves Pepco-Conectiv Merger

For Immediate Release
November 8, 2001

The merger of Potomac Electric Power Company (NYSE: POM) and Conectiv (NYSE: CIV) has been approved by the Virginia State Corporation. Wilmington, Del.-based Conectiv serves Virginia customers on the Delmarva Peninsula.

Officials of Pepco, headquartered in the District of Columbia, and Conectiv expect the $2.2 billion merger to be completed during the first quarter of 2002, subject to the approval of all regulatory authorities. The merger will create the largest electricity delivery company in the mid-Atlantic region with a transmission network serving 1.8 million customers in a 10,000-square-mile area.

The Federal Trade Commission and the U.S. Justice Department cleared the proposed merger in August. The Federal Energy Regulatory Commission gave its approval in September. Regulators in Pennsylvania, where both companies own transmission assets, approved the merger last month.

Approval also is required by regulators in the District of Columbia, Delaware, Maryland and New Jersey.

Forward Looking Statements
Except for historical statements and discussions, the statements in this news release constitute "forward-looking statements" within the meaning of federal securities law. These statements contain management`s beliefs based on information currently available to management and on various assumptions concerning future events. Forward-looking statements are not a guarantee of future performance or events. They are subject to a number of uncertainties and other factors, many of which are outside the Companies` control. Factors that could cause actual results to differ materially from those in the forward-looking statements herein include general economic, business and financing conditions; weather conditions; competition; governmental actions; and other presently unknown or unforeseen factors. These uncertainties and factors could cause actual results to differ materially from such statements. Pepco and Conectiv disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Point of Contact:
Bob Dobkin

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