ContractAtlantic City Electric Co • April 23rd, 2003 • Electric services
THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF PEPCO HOLDINGS, INC. THAT (A) THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1)(a) TO PEPCO HOLDINGS, INC. OR ANY OF ITS SUBSIDIARIES, (b) IN THE UNITED STATES TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION SATISFYING THE REQUIREMENTS OF RULE 144A, (c) OUTSIDE THE UNITED STATES IN A TRANSA
ISSUING AND PAYING AGENCY AGREEMENTIssuing and Paying Agency Agreement • April 23rd, 2003 • Atlantic City Electric Co • Electric services • New York
AGREEMENT made on the 3rd day of June, 1992 between THE BANK OF NEW YORK, a New York banking corporation maintaining its principal corporate trust office at 101 Barclay Street, New York, New York 10286 (the "paying Agent"), and Potomac Capital Investment Corporation, a Delaware corporation having its principal place of business at 900 19th Street, N.W., suite 600, Washington, D.C. 20006 (the "Issuer").
ISSUING AND PAYING AGENCY AGREEMENTIssuing and Paying Agency Agreement • April 23rd, 2003 • Atlantic City Electric Co • Electric services • New York
This Issuing and Paying Agency Agreement, dated as of July 7, 2000 (the Agreement"), between Potomac Capital Investment Corporation, a Delaware corporation having its principal place of business at 1801 K Street, N.W., Suite 900, Washington, D.C. 20006 (the "Issuer"), and The Bank of New York, a New York banking corporation maintaining its principal corporate trust office at 101 Barclay Street, Floor 7E, New York, New York 10286, as issuing and paying agent (the "Issuing and Paying Agent"). WHEREAS the Issuer has established a program for the issue of Medium-Term Notes, Series E, With Maturities from 9 Months and 1 Day from Date of Issue through November 30, 2009 (the "Notes"); WHEREAS the Issuing and Paying Agent has agreed to act as Issuing and Paying Agent in connection with the Notes in accordance with the provisions of this Agreement. NOW, THEREFORE, in consideration of the covenants and agreements herein contained and for other good and valuable consideration, the receip
ContractSeverance Agreement • April 23rd, 2003 • Atlantic City Electric Co • Electric services • District of Columbia
SEVERANCE AGREEMENT This Agreement is made the day of , by and between Potomac Electric Power Company (the "Company") and (the "Executive"). WHEREAS, the Company recognizes the need to avoid the loss or serious distraction of the Executive to the detriment of the Company and its stockholders during periods surrounding a Change in Control, when the Executive's undivided attention and commitment to the needs of the Company are particularly important; and WHEREAS, the Executive desires to devote his or her time and energy for the benefit of the Company and its stockholders and not to be distracted during the period surrounding Change in Control; and WHEREAS, the Company and the Executive wish to achieve the foregoing objectives by entering into this Severance Agreement (or, if the Executive previously entered into a Severance Agreement with the Company, wish to better achieve the foregoing objectives by amending and restating such prior Severance Agreement which amended an
