0000950109-02-004139 Sample Contracts

NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY AGREEMENT BY AND BETWEEN CONECTIV AND JOHN C. VAN RODEN, JR.
Solicitation, and Confidentiality Agreement • August 14th, 2002 • Conectiv • Electric & other services combined • Delaware

THIS NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY AGREEMENT (the “ Agreement ”), is made on this 18th day of June, 2002 by and between Conectiv, with its principal place of business at 800 King Street, P.O. Box 231, Wilmington, Delaware, 19899, including, unless the context clearly otherwise requires, its subsidiaries and affiliates (together, “Conectiv”),and John C. van Roden, Jr. (the “Executive”).

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 14th, 2002 • Conectiv • Electric & other services combined • Delaware

THIS RESTRICTED STOCK AGREEMENT (“Agreement”) is made and entered into effective as of the 7th day of June, 2002 (the “Date of Grant”) between Thomas S. Shaw (“Employee”) and Conectiv (the “Company”) and its Subsidiaries (collectively, the “Employer”).

EXHIBT 10-D CHANGE IN CONTROL SEVERANCE AGREEMENT – JOHN C. VAN RODEN, JR.
Severance Agreement • August 14th, 2002 • Conectiv • Electric & other services combined • Delaware

This Agreement, dated as of June 18th, 2002, by and between Conectiv, with its principal place of business at 800 King Street, P.O. Box 231, Wilmington, Delaware, 19899 (the “Company”), and John C. van Roden, Jr. (the “Executive”), which is a substitution and replacement of a prior Agreement by and between Company and the Executive dated January 15, 1999.

CHANGE IN CONTROL SEVERANCE AGREEMENT – HOWARD COSGROVE
Control Severance Agreement • August 14th, 2002 • Conectiv • Electric & other services combined • Delaware

This Agreement, dated as of June 18, 2002, by and between Conectiv, with its principal place of business at 800 King Street, P.O. Box 231, Wilmington, Delaware, 19899 (the “Company”), and Howard E. Cosgrove (the “Executive”), which is a substitution and replacement of a prior Agreement by and between Company and the Executive dated January 15, 1999.

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