Final State Authorization Clears Way for Last Step in Merger Approval Process

For Immediate Release
June 19, 2002

WASHINGTON--Potomac Electric Power Company ("Pepco") (NYSE: POM) and Conectiv (NYSE : CIV/CIVA) today announced that the New Jersey Board of Public Utilities (BPU) voted to approve the merger of the two companies.  Today`s action leaves approval by the U.S. Securities and Exchange Commission as the last necessary to complete the merger.

Dennis Wraase, Pepco President and Chief Operating Officer, said, "This is a key milestone in the completion of the Pepco-Conectiv merger.  With the final state approval now in place, the way is cleared for the SEC to act.  We are excited about moving to this final stage, as we believe the merger offers significant benefits for customers, shareholders and employees."

Conectiv President Tom Shaw said, "Over time, the merger will result in rates for our New Jersey customers, and for customers in our other states, that will be lower than they would be without the merger.  As importantly, the merger will help bolster reliability and customer service in New Jersey and all the states we serve." 

The merger, proposed in February 2001, has received approvals from the Federal Energy Regulatory Commission, and has cleared review by the Federal Trade Commission and the U.S. Department of Justice.  Delaware and the District of Columbia, Maryland, Pennsylvania and Virginia had 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 and Pepco 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 completed."

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.

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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.