0001135971-04-000105 Sample Contracts

CONECTIV MID MERIT, LLC LIMITED LIABILITY COMPANY AGREEMENT dated as of May 7, 2003
Liability Company Agreement • April 30th, 2004 • Pepco Holdings Inc • Electric & other services combined • Delaware
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AGREEMENT AND PLAN OF MERGER PEPCO ENERGY COMPANY ("PEC") and PEPCO ENTERPRISES, INC. ("PEI") I. EXPLANATORY STATEMENT
Agreement and Plan of Merger • April 30th, 2004 • Pepco Holdings Inc • Electric & other services combined

Pepco Building Services, Inc. ("PBS") is the sole stockholder of PEI, and PEI is the sole stockholder of PEC. As PEI and PEC are engaged in complementary lines of business, PBS, PEC and PEI have determined that it would be in the best interests of PEC and PEI to merge.

AGREEMENT AND PLAN OF REORGANIZATION AND SEPARATION by and among
Agreement and Plan • April 30th, 2004 • Pepco Holdings Inc • Electric & other services combined • Maryland

THIS AGREEMENT, is made this 29th day of September, 2003, by and among Pepco Building Services, a Delaware corporation ("PBS"), Pepco Enterprises, Inc., a Delaware corporation ("PEI") and Pepco Energy Services, Inc., a Delaware corporation ("PES").

AGREEMENT AND PLAN OF REORGANIZATION AND SEPARATION by and among PEPCO ENTERPRISES, INC., SEVERN CABLE, L.L.C., W.A. CHESTER, L.LC. and PEPCO BUILDING SERVICES, INC.
Agreement and Plan of Reorganization • April 30th, 2004 • Pepco Holdings Inc • Electric & other services combined • Maryland

THIS AGREEMENT, is made this 29th day of September, 2003, by and among Pepco Enterprises, Inc., a Delaware corporation ("PEI"), Severn Cable, L.L.C., a Delaware limited liability company ("Severn LLC"), W. A. Chester, L.L.C., a Delaware limited liability company ("Chester LLC") and Pepco Building Services, Inc., a Delaware corporation ("PBS").

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