For Immediate Release
July 18, 2001

Shareholders of Potomac Electric Power Company (NYSE: POM) today approved Pepco`s proposed merger with Wilmington, Del.-based Conectiv (NYSE: CIV), following a vote Tuesday by Conectiv`s shareholders to approve the merger. The action by shareholders completed a significant step in the merger process that also requires regulatory approvals to close the transaction.

More than 70 percent of the outstanding shares entitled to vote cast ballots to approve the merger agreement at the company`s annual meeting of common stockholders and special meeting of preferred stockholders at the University of Maryland. A long-term incentive compensation plan for the new company also was approved and five directors were elected to Pepco`s Board of Directors. A shareholder proposal to require the annual election of the entire board of directors was rejected.

"We`re pleased that our investors share our vision for the future and recognize that our strategic combination will improve our ability to succeed in the newly competitive and changing energy marketplace," said John M. Derrick, Jr., chairman and chief executive officer of Pepco. "Both companies have complementary focus and philosophies that will enable the combined organization to become among America`s leading energy delivery companies."

The combination will create the largest electricity delivery company in the Mid-Atlantic states with the largest transmission network serving the regional power grid.

Pending various required federal and state regulatory approvals, the merger is expected to close in early 2002.