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For Immediate Release

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ALJ Recommends Approval of Pepco-Conectiv Merger Settlement in New Jersey

For Immediate Release
May 31, 2002

WILMINGTON, Del -- Conectiv (NYSE : CIV/CIVA) and Potomac Electric Power Company ("Pepco") (NYSE: POM) today announced New Jersey Administrative Law Judge Diana C. Sukovich has recommended that the state`s Board of Public Utilities (BPU) approve the merger settlement agreement that was reached in April. The New Jersey BPU is expected to rule on the judge`s recommendation sometime in June. New Jersey is the last state that needs to approve the Pepco-Conectiv merger agreement before final approval can be sought from the U.S. Securities and Exchange Commission.

Key elements of the settlement include a $1 million contribution to be used to assist schools in Conectiv`s southern New Jersey service territory, customer service guarantees and a reduction of $30.5 million in Conectiv`s "deferral balance." The deferral, which is unique to New Jersey, is designed to allow future recovery of certain costs associated with electric industry restructuring. The settlement was signed by a number of other key parties in New Jersey, including Staff of the New Jersey Board of Public Utilities, New Jersey Ratepayer Advocate`s office, Independent Energy Producers of New Jersey, and New Power Company, a competitive power supplier.

"We are pleased that Judge Sukovich has recommended that the merger settlement agreement be approved," said Tom Shaw, Conectiv`s President. Shaw said, "Over time, the settlement agreement will result in rates for our New Jersey customers that will be lower than they would be without the merger. The merger will also bring reliability and service benefits for all customers across our service territory."

The merger has received approvals from the Federal Energy Regulatory Commission, and has cleared review by Federal Trade Commission and U.S. Department of Justice. Virginia, Pennsylvania, Maryland, Delaware and the District of Columbia have all previously approved the merger.

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 utility operations will continue as separate operating companies. Shaw said, "Customers will continue to do business with Conectiv just as they always have, calling the same phone numbers, paying their bills the same way, and generally dealing with the same employees after the merger is approved."

About Pepco
Pepco is an investor owned company that delivers electricity to more than 700,000 customers in Washington, D.C. and the Maryland suburbs. Through its family of subsidiaries, Pepco also operates in the competitive arena of telecommunications and energy products and services in the mid-Atlantic region. For more information visit the company`s web site at www.pepco.com.

About Conectiv
Conectiv, a Fortune 500 company headquartered in Wilmington, Del., is focused on two core energy businesses. Conectiv Power Delivery provides energy to more than one million customers in New Jersey, Delaware, Maryland and Virginia. Conectiv Energy uses a sophisticated power-trading unit to optimize the value of a growing portfolio of mid-merit power plants that can start and stop quickly in response to changes in the demand for power within the PJM power pool. For more information, visit the company`s web site at www.conectiv.com.

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 for Pepco
   
Media: Media:
Tim Brown Bob Dobkin
(302) 283-5803 (202) 872-2680
   
Investors: Investors:
Bob Marshall Ernie Bourscheid
(302) 429-3164 (202) 872-2797

Point of Contact:
Bob Dobkin

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