The merger will benefit the 725,000 Maryland customers served by the two utilities by extending electric delivery rate caps, funding energy efficiency programs for residential customers and providing additional resources to enhance electric reliability.

The merger of Washington, D.C.-based Pepco and Wilmington, Del.-based Conectiv 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.

A proposed merger settlement agreement is awaiting approval in the District of Columbia. The merger also needs regulatory approval in New Jersey and by the U. S. Securities and Exchange Commission.

The merger 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 Delaware and Virginia, where Conectiv serves customers on the Delmarva Peninsula, and in Pennsylvania, where both companies own transmission assets.

Under the agreement in Maryland, the distribution rates of both companies will be capped for an additional 30 months until December 2006. The combined companies agreed to absorb merger-related expenses and also will contribute $1 million to support development of residential energy efficiency programs. Commitments were also made to participate in working groups to address issues involving service quality guarantees and transmission reliability on Maryland`s Eastern Shore.

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., Md., 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.