CONECTIV
CONECTIV CHANGE-IN-CONTROL SEVERANCE PLAN
<DOCUMENT>
<TYPE>EX-10.D
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>CONECTIV CHANGE-IN-CONTROL SEVERANCE PLAN
<TEXT>

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                                  EXHIBIT 10-D


     Conectiv Change-in-Control Severance Plan For Certain Select Employees
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                                    CONECTIV
                      CHANGE-IN-CONTROL SEVERANCE PLAN FOR
                            CERTAIN SELECT EMPLOYEES
                            ------------------------


                                    Section 1
                                  INTRODUCTION

          The Plan is intended to provide severance benefits to certain selected
employees of the Employer in the event that their employment is terminated under
certain circumstances following a Change in Control. The Plan shall be effective
as of the Effective Date.

                                    Section 2
                                   DEFINITIONS

          Except as may otherwise be specified or as the context may otherwise
require, the following terms shall have the respective meanings set forth below
whenever used herein:

          "Base Salary" shall mean the annual base rate of regular compensation
of a Participant immediately before a Change in Control, or if greater, the
highest annual such rate at any time during the 12-month period immediately
preceding the Change in Control.

          "Board" shall mean the Board of Directors of the Company.

          "Cause" shall mean (i) the willful and continued failure by a
Participant substantially to perform his or her duties with the Employer (other
than any such failure resulting from incapacity due to physical or mental
illness of the Participant, or any such actual or anticipated failure after the
issuance of a Notice of Termination for Good Reason) or (ii) the willful
engaging by a Participant in conduct which is demonstrably and materially
injurious to the Employer, monetarily or otherwise. For purposes hereof, no act,
or failure to act, on a Participant's part, shall be deemed "willful" unless
done, or omitted to be done, by the Participant not in good faith and without
reasonable belief that any act or omission was in the best interest of the
Employer.

          "Change in Control" shall mean the first to occur, after the Effective
Date, of any of the following:

          (i)    if any Person is or becomes the "beneficial owner" (as defined
          in Rule 13d-3 under the Securities Exchange Act), directly or
          indirectly, of securities of the Company (not including in the
          securities beneficially owned by such Person any securities acquired
          directly from the Company or its Subsidiaries) representing 25% or
          more of either the then outstanding shares of Stock of the Company or
          the combined voting power of the Company's then outstanding
          securities;

          (ii)   if during any period of 24 consecutive months during the
          existence of the Plan commencing on or after the Effective Date, the
          individuals who, at the

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          beginning of such period, constitute the Board (the "Incumbent
          Directors") cease for any reason other than death to constitute at
          least a majority thereof; provided that a director who was not a
          director at the beginning of such 24-month period shall be deemed to
          have satisfied such 24-month requirement (and be an Incumbent
          Director) if such director was elected by, or on the recommendation of
          or with the approval of, at least two-thirds of the directors who then
          qualified as Incumbent Directors either actually (because they were
          directors at the beginning of such 24-month period) or by prior
          operation of this clause (ii);

          (iii)  the consummation of a merger or consolidation of the Company
          with any other corporation other than (A) a merger or consolidation
          which would result in the voting securities of the Company outstanding
          immediately prior to such merger or consolidation continuing to
          represent (either by remaining outstanding or by being converted into
          voting securities of the surviving entity or any parent thereof) at
          least 60% of the combined voting power of the voting securities of the
          Company or such surviving entity or any parent thereof outstanding
          immediately after such merger or consolidation, or (B) a merger or
          consolidation effected to implement a recapitalization of the Company
          (or similar transaction) in which no Person is or becomes the
          beneficial owner, as defined in clause (i), directly or indirectly, of
          securities of the Company (not including in the securities
          beneficially owned by such Person any securities acquired directly
          from the Company or its Subsidiaries) representing 40% or more of
          either the then outstanding shares of Stock of the Company or the
          combined voting power of the Company's then outstanding securities; or

          (iv)   the stockholders of the Company approve a plan of complete
          liquidation or dissolution of the Company, or there is consummated an
          agreement for the sale or disposition by the Company of all or
          substantially all of the Company's assets, other than a sale or
          disposition by the Company of all or substantially all of the
          Company's assets to an entity, at least 60% of the combined voting
          power of the voting securities of which are owned by Persons in
          substantially the same proportion as their ownership of the Company
          immediately prior to such sale.

Upon the occurrence of a Change in Control as provided above, no subsequent
event or condition shall constitute a Change in Control for purposes of the
Plan, with the result that there can be no more than one Change in Control
hereunder.

          "Code" shall mean the Internal Revenue Code of 1986, as amended.

          "Committee" shall mean such Committee as may be appointed and
constituted from time to time under Section 5.

          "Company" shall mean, subject to Section 8.1(a), Conectiv, a Delaware
corporation.

          "Covered Termination" shall mean, with respect to a Participant, if,
within the one-year period immediately following a Change in Control, the
Participant (i) is terminated by the Employer without Cause (other than on
account of death or Disability), or (ii) terminates his or her employment with
the Employer for Good Reason. A Participant shall not be deemed to

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have terminated for purposes of the Plan merely because he or she ceases to be
employed by the Employer and becomes employed by a new employer involved in the
Change in Control; provided that such new employer shall be bound by the Plan as
if it were the Employer hereunder with respect to such Participant. It is
expressly understood that no Covered Termination shall be deemed to have
occurred merely because, upon the occurrence of a Change in Control, the
Participant ceases to be employed by the Employer and does not become employed
by a successor to the Employer after the Change in Control if the successor
makes an offer to employ the Participant on terms and conditions which, if
imposed by the Employer, would not give the Participant a basis on which to
terminate employment for Good Reason.

          "Date of Termination" shall mean the date on which a Covered
Termination occurs.

          "Disability" shall mean the occurrence after a Change in Control of
the incapacity of a Participant due to physical or mental illness, whereby such
Participant shall have been absent from the full-time performance of his or her
duties with the Employer for six consecutive months.

          "Effective Date" shall mean March 1, 1998.

          "Employer" shall mean the Company and each Subsidiary designated by
the Board to adopt the Plan (and which so adopts the Plan), or, where the
context so requires, the Company and such Subsidiaries collectively. The
adoption of the Plan by a Subsidiary may be revoked only with the consent of the
Board, any such revocation to be subject to Section 7; provided that a
Subsidiary which ceases to be, directly or indirectly, through one or more
intermediaries, controlling, controlled by or under common control with the
Company prior to a Change in Control (other than in connection with and as an
integral part of a series of transactions resulting in a Change in Control)
shall, automatically and without any further action, cease to be (or be a part
of) the Employer for purposes hereof (and the provisions of Section 7.3 shall
not apply in such a case).

          "Good Reason" shall mean, without the express written consent of the
Participant, the occurrence after a Change in Control of any of the following
circumstances, unless such circumstances are fully corrected prior to the Date
of Termination specified in the Notice of Termination given in respect thereof:

          (i)    assignment to the Participant of any duties inconsistent in any
          materially adverse respect with his or her position, authority, duties
          or responsibilities from those in effect immediately prior to the
          Change in Control;

          (ii)   a reduction in the Participant's Base Salary as in effect
          immediately before the Change in Control;

          (iii)  a material reduction in the Participant's aggregate
          compensation opportunity, comprised only of (A) the Participant's Base
          Salary, (B) bonus opportunity, if any, and (C) long-term or other
          incentive compensation opportunity, if any (taking into account, in
          the case of such bonus and incentive opportunities, without
          limitation, any target, minimum and maximum amounts payable and the
          attainability and otherwise the reasonability of any performance
          hurdles, goals and other measures);

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          (iv)   the Company's requiring a Participant to be based at any office
          or location more than 50 miles from that location at which he or she
          performed his or her services immediately prior to the occurrence of a
          Change in Control, except for travel reasonably required in the
          performance of the Participant's responsibilities; or

          (v)    the failure of the Employer to obtain a reasonable agreement
          from any successor to assume and agree to perform the Plan, as
          contemplated in Section 8.1(a).

          "Notice of Termination" shall mean a notice given by the Employer or
Participant, as applicable, which shall indicate the specific termination
provision in the Plan relied upon and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of the
Participant's employment under the provisions so indicated.

          "Participant" shall have the meaning ascribed thereto by Section 3.

          "Person" shall have the meaning ascribed thereto by Section 3(a)(9) of
the Securities Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof (except that such term shall not include (i) the Company or any of its
Subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its Subsidiaries, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportion as their
ownership of stock of the Company, or (v) with respect to any particular
Participant, such Participant or any "group" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act) which includes such
Participant).

          "Plan" shall mean this Conectiv Change-in-Control Severance Plan for
Certain Select Employees, as it may from time to time be amended in accordance
with Section 7.

          "Potential Change in Control" shall mean the occurrence, before a
Change in Control, of any of the following:

          (i)    if the Company enters into an agreement, the consummation of
          which would result in the occurrence of a Change in Control;

          (ii)   if the Company or any Person publicly announces an intention to
          take or to consider taking actions which, if consummated, would
          constitute a Change in Control;

          (iii)  if any Person becomes the "beneficial owner" (as defined in
          Rule 13d-3 under the Securities Exchange Act), directly or indirectly,
          of securities of the Company (not including in the securities
          beneficially owned by such Persons any securities acquired directly
          from the Company or its Subsidiaries) representing 15% or more of
          either the then outstanding shares of Stock of the Company or the
          combined voting power of the Company's then outstanding securities; or

          (iv)   if the Board adopts a resolution to the effect that, for
          purposes of the Plan, a Potential Change in Control has occurred.

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          "Securities Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

          "Stock" shall mean the common stock, $.01 par value, of the Company.

          "Subsidiary" shall mean any entity, directly or indirectly, through
one or more intermediaries, controlled by the Company, and which has duly
adopted the Plan.

          "Target Annual Bonus" shall mean a Participant's annual bonus for the
Employer's fiscal year in which the Date of Termination occurs, which bonus
would be paid or payable if the Participant and the Employer were to satisfy all
conditions to the Participant's receiving the annual bonus at target (although
not necessarily the maximum annual bonus); provided that such amount shall be
annualized for any fiscal year consisting of less than 12 full months; and
provided, further, that, if at the time of a Change in Control it is
substantially certain that a bonus at a level beyond target will be paid or
payable for the fiscal year, then the bonus which is substantially certain to be
paid or payable, rather than the target bonus, shall be used for these purposes.

                                    Section 3
                                  PARTICIPATION

          The employees of the Employer who shall be "Participants" for purposes
hereof shall be, subject to Section 7, those employees of the Employer as shall
be proposed by the management of the Company for coverage hereby and approved by
the Chief Executive Officer of the Company, as reflected in a duly executed
certificate of the Chief Executive Officer from time to time. The initial
Participants shall be as listed on Exhibit A hereto (which is hereby
incorporated herein by reference) as in effect as of the Effective Date. The
Company shall cause such Exhibit A to be amended to reflect the Participants
participating in the Plan from time to time.

                                    Section 4
                                    BENEFITS

          4.1    If a Covered Termination occurs with respect to a Participant,
then such Participant shall be entitled hereunder to the following:

          (a)    the product of (i) the Participant's Target Annual Bonus for
the year in which the Date of Termination occurs (or, if higher, as in effect at
the time of the Change in Control) and (ii) a fraction, the numerator of which
is the number of days in the current fiscal year through the Date of
Termination, and the denominator of which is 365;

          (b)    an amount equal to one and one-half times the sum of (i) the
Participant's annual Base Salary for the year in which the Date of Termination
occurs (or, if higher, as in effect at the time of the Change in Control) and
(ii) the Participant's Target Annual Bonus for the year in which the Date of
Termination occurs (or, if higher, as in effect at the time of the Change in
Control);

          (c)    for a period of one and one-half years after such termination,
the Employer shall arrange to make available to such Participant medical,
dental, vision, group life and disability benefits that are at least at a level
(and cost to the Participant) that is substantially similar in the aggregate to
the level of such benefits which was available to such Participant

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immediately prior to the Change in Control; provided that (i) the Employer shall
be required to provide group life and disability benefits only to the extent it
is able to do so on reasonable terms and at a reasonable cost, (ii) the Employer
shall not be required to provide benefits under this Section 4.1(c) upon and
after the Change in Control which are in excess of those provided to a
significant number of employees of similar status who are employed by the
Employer from time to time upon and after the Change in Control, and (iii) no
type of benefit otherwise to be made available to a Participant pursuant to this
Section 4.1(c) shall be required to be made available to the extent that such
type of benefit is made available to the Participant by any subsequent employer
of such Participant; and

          (d)    in addition to the benefits to which a Participant is entitled
under the Company's tax-qualified defined benefit retirement plan (the
"Retirement Plan") and defined benefit supplemental executive retirement plan
(the "SERP"), including any successor plans thereto, the Employer shall pay to
each Participant in cash at the time and in the manner provided in Section 4.2:

          (i)    the present value of the retirement benefits (or, if available,
          the lump-sum retirement benefits) which would have accrued under the
          terms of the Retirement Plan and the SERP (without regard to any
          amendment to the Retirement Plan or the SERP made subsequent to a
          Change in Control and prior to the Date of Termination, which
          amendment adversely affects in any manner the computation of
          retirement benefits thereunder), determined as if such Participant was
          18 months older than their actual age at the Date of Termination and
          had accumulated (after the Date of Termination) 18 additional months
          of service credit for vesting, benefit accrual and eligibility
          purposes thereunder at their highest annual rate of compensation
          during the 12 months immediately preceding the Date of Termination
          (or, if higher, as in effect at the time of the Change in Control) and
          as if any benefit indexing factors continued at the rate applicable at
          the Date of Termination, minus

          (ii)   the present value of the vested retirement benefits (or, if
          available, the lump-sum retirement benefits) which had then accrued
          pursuant to the provisions of the Retirement Plan and the SERP;
          provided, however, that any payment otherwise provided for under this
          Section 4.1(d) shall be reduced by the present value of any retirement
          (including early retirement) incentives offered for a limited time to,
          and accepted by, the Participant (whether or not under a tax-qualified
          plan).

          4.2    (a)   The payments provided for in Section 4.1 shall (except as
otherwise expressly provided therein or as provided in Section 4.2(b) or as
otherwise expressly provided hereunder) be made as soon as practicable, but in
no event later than 30 days, following the Date of Termination.

          (b)    Notwithstanding any other provision of the Plan to the
contrary, no payment or benefit otherwise provided for under or by virtue of the
foregoing provisions of the Plan shall be paid or otherwise made available
unless and until the Employer shall have first received from the applicable
Participant (no later than 60 days after the Employer has provided to the
Participant estimates relating to the payments to be made under the Plan) a
valid, binding and irrevocable general release, in form and substance acceptable
to the Employer in its

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discretion; provided that the Employer shall be permitted to defer any payment
or benefit otherwise provided for in the Plan to the 15th day after its receipt
of such release and time at which it has become valid, binding and irrevocable.
The Employer may require that any such release contain an agreement of the
Participant to notify the Employer of any benefit made available by a subsequent
employer as contemplated by clause (iii) of the proviso to Section 4.1(c).

          4.3    Notwithstanding any other provision of the Plan to the
contrary, to the extent permitted by the Worker Adjustment and Retraining
Notification Act ("WARN"), any benefit payable hereunder to a Participant as a
consequence of the Participant's Covered Termination shall be reduced by any
amounts required to be paid under Section 2104 of WARN to such Participant in
connection with such Covered Termination.

                                    Section 5
                                 ADMINISTRATION

          The Plan shall be administered by the Committee appointed by the Chief
Executive Officer, consisting of one or more individuals employed by the
Employer prior to the Change in Control. The acts of a majority of the members
present at any meeting of the Committee at which a quorum is present, or acts
approved in writing by a majority of the entire Committee, shall be the acts of
the Committee for purposes of the Plan. If and to the extent applicable, no
member of the Committee may act as to matters under the Plan specifically
relating to such member. If any member of the Committee is to be replaced or
otherwise ceases to be a member thereof upon or after a Change in Control, then
the Chief Executive Officer of the Company (or, if he or she fails to act, the
President, the Chief Operating Officer and the Chief Financial Officer, in that
order) immediately prior to the Change in Control, and no other person, shall be
permitted to designate a successor member. If at any time there is no Committee,
the Chief Executive Officer shall have the rights and responsibilities of the
Committee hereunder. The Committee shall have the full authority to employ and
rely on such legal counsel, actuaries and accountants (which may also be those
of the Employer), and other agents, designees and delegatees, as it may deem
advisable to assist in the administration of the Plan. The Employer hereby
indemnifies each member of the Committee for any liability or expense relating
to the administration of the Plan, to the maximum extent permitted by law.

                                    Section 6
                            PARACHUTE TAX PROVISIONS

          6.1    If all, or any portion, of the payments and benefits provided
under the Plan, if any, either alone or together with other payments and
benefits which a Participant receives or is entitled to receive from the Company
or its affiliates, would constitute an excess "parachute payment" within the
meaning of Section 280G of the Code (whether or not under an existing plan,
arrangement or other agreement) (each such parachute payment, a "Parachute
Payment"), and would result in the imposition on the Participant of an excise
tax under Section 4999 of the Code, then, in addition to any other benefits to
which the Participant is entitled under the Plan or otherwise, the Participant
shall be paid an amount in cash equal to the sum of the excise taxes payable by
the Participant by reason of receiving Parachute Payments plus the amount
necessary to place the Participant in the same after-tax position (taking into
account any and all applicable federal, state and local excise, income or other
taxes at the highest possible applicable rates on such Parachute Payments
(including, without limitation, any payments under

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this Section 6.1)) as if no excise taxes had been imposed with respect to
Parachute Payments (the "Parachute Gross-up"). Any Parachute Gross-up otherwise
required by this Section 6.1 shall not be made later than the time of the
corresponding payment or benefit hereunder giving rise to the underlying Section
4999 excise tax, even if the payment of the excise tax is not required under the
Code until a later time. Any Parachute Gross-up otherwise required under this
Section 6.1 shall be made whether or not there is a Change in Control, whether
or not payments or benefits are payable under the Plan, whether or not the
payments or benefits giving rise to the Parachute Gross-up are made in respect
of a Change in Control and whether or not the Participant's employment with the
Employer shall have been terminated.

          6.2    Except as may otherwise be agreed to by the Company and the
Participant, the amount or amounts (if any) payable under this Section 6 shall
be as conclusively determined by the Company's independent auditors (who served
in such capacity immediately prior to the Change in Control), whose
determination or determinations shall be final and binding on all parties. The
Participant shall agree to utilize such determination or determinations, as
applicable, in filing all of the Participant's tax returns with respect to the
excise tax imposed by Section 4999 of the Code. If such independent auditors
refuse to make the required determinations, then such determinations shall be
made by a comparable independent accounting firm of national reputation
reasonably selected by the Company. Notwithstanding any other provision of the
Plan to the contrary, as a condition to receiving any Parachute Gross-up
payment, the Participant shall agree, in form and substance acceptable to the
Company, to be bound by and comply with the provisions of this Section 6.2.

                                    Section 7
                            AMENDMENT AND TERMINATION

          7.1    Subject to Section 7.2, the Board shall have the right in its
discretion at any time to amend the Plan in any respect or to terminate the Plan
prior to a Change in Control; provided that Exhibit A hereto may be amended from
time to time as provided in Section 7.3(b) below.

          7.2    Notwithstanding any other provision of the Plan to the
contrary:

          (a)    The Plan (including, without limitation, this Section 7.2) as
applied to any particular Participant may not be amended or terminated at any
time on or after the occurrence of a Change in Control in any manner adverse to
the interests of such Participant, without the express written consent of such
Participant.

          (b)    The Plan (including, without limitation, this Section 7.2) as
applied to any particular Participant may not be amended or terminated at any
time on or after the occurrence of a Potential Change in Control in any manner
adverse to the interests of such Participant, without the prior written consent
of such Participant, until such time as the transaction or transactions
contemplated in connection with the Potential Change in Control, and all related
negotiations, are abandoned in their entirety as determined in good faith and
reflected in writing (before a Change in Control) by the Board.

          (c)    If material negotiations involving the Board or the Chief
Executive Officer of the Company have commenced regarding a transaction which,
if consummated, would constitute a Change in Control, and the Plan is amended or
terminated while such negotiations

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are continuing and actively being pursued by the Board or the Chief Executive
Officer, then such amendment or termination of the Plan (including, without
limitation, this Section 7.2), to the extent adverse to the interests of any
particular Participant, shall be null and void as applied to such Participant
with respect to the Change in Control (if any) which ultimately results directly
from such negotiations, unless the written consent of such Participant to the
amendment or termination is or has been obtained; it being expressly understood
that this Section 7.2(c) shall not apply with respect to any negotiations which
at any time prior to a Change in Control have ceased as determined in good faith
and reflected in writing (prior to a Change in Control) by the Board or Chief
Executive Officer (or which otherwise have ceased at a time prior to a Change in
Control).

          7.3    (a)   If a Subsidiary, with the consent of the Board, purports
to revoke its adoption of the Plan in accordance with the other terms of the
Plan, such revocation shall be considered to constitute a Plan amendment for
purposes of Section 7.2, and, therefore, any such purported revocation shall be
subject to the restrictions of Section 7.2.

          (b)    If after an individual has become a Participant, any attempt is
made in accordance with the other terms of the Plan not to include such
individual as one of the Participants hereunder, then such exclusion shall be
considered to constitute an amendment to the Plan for purposes of Section 7.2,
and, therefore, any such purported exclusion shall be subject to the
restrictions of Section 7.2.

                                    Section 8
                                  MISCELLANEOUS

          8.1    (a)   The Company shall require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company expressly to assume
and agree to perform under the terms of the Plan in the same manner and to the
same extent that the Company and its affiliates would be required to perform it
if no such succession had taken place (provided that such a requirement to
perform which arises by operation of law shall be deemed to satisfy the
requirements for such an express assumption and agreement), and in such event
the Company (as constituted prior to such succession) shall have no further
obligation under or with respect to the Plan. Failure of the Company to obtain
such assumption and agreement with respect to any particular Participant prior
to the effectiveness of any such succession shall be a breach of the terms of
the Plan with respect to such Participant and shall entitle each such
Participant to compensation from the Employer (as constituted prior to such
succession) in the same amount and on the same terms as the Participant would be
entitled to hereunder were the Participant's employment terminated for Good
Reason following a Change in Control, except that for purposes of implementing
the foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination. As used in the Plan, "Company" shall mean the
Company as hereinbefore defined and any successor to its business or assets as
aforesaid which assumes and agrees (or is otherwise required) to perform the
Plan. Nothing in this Section 8.1(a) shall be deemed to cause any event or
condition which would otherwise constitute a Change in Control not to constitute
a Change in Control.

          (b)    Notwithstanding Section 8.1(a), the Company shall remain liable
to those Participants who have a Covered Termination upon a Change in Control
because (i) they are not offered continuing employment by a successor to the
Employer or (ii) the Participant declines

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such an offer and the Participant's resulting termination of employment
otherwise constitutes a Covered Termination hereunder.

          (c)    To the maximum extent permitted by law, the right of any
Participant or other person to any amount under the Plan may not be subject to
voluntary or involuntary anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment or garnishment by creditors of the Participant
or such other person.

          (d)    The terms of the Plan shall inure to the benefit of and be
enforceable by the personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees of each Participant. If a
Participant shall die while an amount would still be payable to the Participant
hereunder if they had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of the Plan to the
Participant's devisee, legatee or other designee or, if there is no such
designee, their estate.

          8.2    Except as expressly provided in Section 4.1, Participants shall
not be required to mitigate damages or the amount of any payment provided for
under the Plan by seeking other employment or otherwise, nor will any payments
or benefits hereunder be subject to offset in the event a Participant does
mitigate.

          8.3    The Employer shall pay all legal fees and expenses incurred in
a legal proceeding by a Participant in seeking to obtain or enforce any right or
benefit provided by the Plan. Such payments are to be made within five days
after a Participant's request for payment accompanied with such evidence of fees
and expenses incurred as the Employer reasonably may require; provided that if
the Participant institutes a proceeding and the judge or other decision-maker
presiding over the proceeding affirmatively finds that such Participant has
failed to prevail substantially, he or she shall pay his or her own costs and
expenses (and, if applicable, return any amounts theretofore paid on his or her
behalf under this Section 8.3).

          8.4    (a)   A Participant may file a claim for benefits under the
Plan by written communication to the Committee or its designee. A claim is not
considered filed until such communication is actually received by the Committee
or such designee. Within 90 days (or, if special circumstances require an
extension of time for processing, 180 days, in which case notice of such special
circumstances shall be provided within the initial 90-day period) after the
filing of the claim, the Committee shall:

          (i)    approve the claim and take appropriate steps for satisfaction
          of the claim; or

          (ii)   if the claim is wholly or partially denied, advise the claimant
          of such denial by furnishing to him or her a written notice of such
          denial setting forth (A) the specific reason or reasons for the
          denial; (B) specific reference to pertinent provisions of the Plan on
          which the denial is based and, if the denial is based in whole or in
          part on any rule of construction or interpretation adopted by the
          Committee, a reference to such rule, a copy of which shall be provided
          to the claimant; (C) a description of any additional material or
          information necessary for the claimant to perfect the claim and an
          explanation of the reasons why such material or information is
          necessary; and (D) a reference to this Section 8.4.

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          (b)    The claimant may request a review of any denial of his or her
claim by written application to the Committee within 60 days after receipt of
the notice of denial of such claim. Within 60 days (or, if special circumstances
require an extension of time for processing, 120 days, in which case notice of
such special circumstances shall be provided within the initial 60-day period)
after receipt of written application for review, the Committee shall provide the
claimant with its decision in writing, including, if the claimant's claim is not
approved, specific reasons for the decision and specific references to the
Plan's provisions on which the decision is based.

          8.5    All notices under the Plan shall be in writing, and if to the
Company or the Committee, shall be delivered to the General Counsel of the
Company, or mailed to the Company's principal office, addressed to the attention
of the General Counsel of the Company; and if to a Participant (or the estate or
beneficiary thereof), shall be delivered personally or mailed to the Participant
at the address appearing in the records of the Company.

          8.6    Unless otherwise determined by the Employer in an applicable
plan or arrangement, no amounts payable hereunder upon a Covered Termination
shall be deemed salary or compensation for the purpose of computing benefits
under any employee benefit plan or other arrangement of the Employer for the
benefit of its employees unless the Employer shall determine otherwise.

          8.7    With respect to each Participant, the Plan is the exclusive
arrangement applicable to payments and benefits in connection with a change in
control of the Company (whether or not a Change in Control), and supersedes any
prior arrangements involving the Company or its predecessors or affiliates
(including, without limitation, Delmarva Power & Light Company and Atlantic
Energy, Inc.) relating to changes in control (whether or not Changes in
Control). Participation in the Plan shall not limit any right of a Participant
to receive any payments or benefits under an employee benefit or executive
compensation plan of the Employer, initially adopted as of or after the
Effective Date, or otherwise listed on Exhibit B hereto, which are expressly
contingent thereunder upon the occurrence of a change in control (including, but
not limited to, the acceleration of any rights or benefits thereunder); provided
that in no event shall any Participant be entitled to any payment or benefit
under the Plan which duplicates a payment or benefit received or receivable by
the Participant under any severance or similar plan or policy of the Employer.

          8.8    Any payments hereunder shall be made out of the general assets
of the Employer. Each Participant shall have the status of general unsecured
creditors of the Employer, and the Plan constitutes a mere promise by the
Employer to make payments under the Plan in the future as and to the extent
provided herein.

          8.9    Nothing in the Plan shall confer on any individual any right to
continue in the employ of the Employer or interfere in any way (other than by
virtue of requiring payments or benefits as may expressly be provided herein)
with the right of the Employer to terminate the individual's employment at any
time.

          8.10   The Employer shall be entitled to withhold from any payments or
deemed payments any amount of tax withholding required by law.

                                      12
<PAGE>

          8.11   The invalidity or unenforceability of any provision of the Plan
shall not affect the validity or enforceability of any other provision of the
Plan which shall remain in full force and effect.

          8.12   The use of captions in the Plan is for convenience. The
captions are not intended to and do not provide substantive rights.

          8.13   THE PLAN SHALL BE CONSTRUED, ADMINISTERED AND ENFORCED
ACCORDING TO THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW, EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW.


                                      13
</TEXT>
</DOCUMENT>
