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For Immediate Release

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Pepco and Conectiv Merger Approved in Delaware

Stable rates to prevail through May 2006

WILMINGTON, Del. -- The Delaware Public Service Commission voted today to approve the merger of Potomac Electric Power Company (NYSE: POM) and Conectiv (NYSE: CIV/CIVA).

"We are pleased that the Delaware Public Service Commission recognizes the many benefits of the merger for the state of Delaware and our customers," said Tom Shaw, President of Conectiv. "The merger benefits customers by locking in low and stable rates and providing additional resources that will help us enhance reliability. It is also important to note what will stay the same. Customers will still deal with Conectiv just as they always have, calling the same phone numbers to report problems, paying their bills the same way, and dealing with the same people."

The approval marks another milestone in the merger, which has already been cleared by the Federal Trade Commission and the U.S. Justice Department. The merger also has been approved by the Federal Energy Regulatory Commission, regulators in Virginia, where Conectiv serves customers on the Delmarva Peninsula, and in Pennsylvania, where both companies own transmission assets.

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 two utilities, however, will continue as separate operating companies.

Delaware regulators approved a settlement submitted by a broad and diverse group of interests, including the Delaware Public Service Commission staff, the Delaware Public Advocate, large industrial customers, Old Dominion Electric Cooperative, the Delaware Electric Cooperative, Local 1307 of the International Brotherhood of Electrical Workers and the Consumer Education and Protective Association of Delaware.

Under the agreement, a modest change of about 1 percent in rates will assure that Delaware customers will receive a reliable supply of electricity at prices frozen through May 1, 2006. During that time, customers will continue to have the option to shop for alternate suppliers.

The agreement provides about $1 million for economic development and renewable energy. Conectiv also agrees to maintain at least the same level of charitable contributions for the next 6 years.

Proposed settlements requiring regulatory approval also have been reached in Maryland and the District of Columbia. The merger also needs regulatory approval in New Jersey and by the U.S. Securities and Exchange Commission.

Pepco (www.pepco.com) is an investor-owned company that delivers electricity to more than 700,000 customers in Washington, D.C. and the Maryland suburbs. Conectiv (www.conectiv.com) is focused on two core energy businesses. Conectiv Power Delivery provides energy to more than one million customers in N.J., Del., and Va. Conectiv Energy manages a growing portfolio of "mid-merit" power plants that can respond quickly to changes in the demand for power with the PJM power pool.

Forward Looking Statements:
Except for historical statements and discussions, the statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. These statements contain managements' beliefs based on information currently available to them 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. In connection with the transaction, additional important factors that could cause actual results to differ materially from those in the forward-looking statements herein include risks and uncertainties relating to delays in obtaining or adverse conditions contained in, related regulatory approvals, changes in economic conditions, availability and cost of capital, changes in weather patterns, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines and other presently unknown or unforeseen factors. These uncertainties and factors could cause actual results to differ materially from such statements. The companies disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This information is presented solely to provide additional information to further understand the results and prospects of the companies.

Contacts for Conectiv Contacts and Pepco
   
Media: Media:
Tim Brown Makini Street
(302) 283-5803 202) 872-2680
tim.brown@conectiv.com mostreet@pepco.com
   
Investors: Investors:
Bob Marshall Ernie Bourscheid
(302) 429-3164 (202) 872-2797
Robert.marshall@conectiv.com ejbourscheid@pepco.com

Point of Contact:
Bob Dobkin

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