EXHIBIT 10A(6)1
ATLANTIC CITY ELECTRIC COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Amendment No. 1995-1
Atlantic City Electric Company, a New Jersey
corporation, hereby adopts this Amendment No. 1995-1 to the
Atlantic City Electric Company Supplemental Executive Retirement
Plan (the "Plan"). This amendment is adopted pursuant to the
provisions of Section 5.3 of the Plan.
1. Section 1.2 is added to the Plan and reads as
follows and the sections following such section shall be
renumbered accordingly as necessary:
1.2 "Change of Control" means that one
of the following has occurred:
(i) when any "person" as defined in Section
3(a)(9) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and as used in
Section 13(d) and 14(d) thereof, including a
"group" as defined in Section 13(d) of the
Exchange Act but excluding the Company and any
subsidiary and any employee benefit plan sponsored
or maintained by the Company or any subsidiary
(including any trustee of such plan acting as
trustee), directly or indirectly, becomes the
"beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), of securities of the Company
representing 20 percent or more of the combined
voting power of the Company's then outstanding
securities; or
(ii) when, during any period of 24
consecutive months during the existence of the
Plan, the individuals who, at the 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, however, that a director who is 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 Section; or
(iii) upon the occurrence of a transaction
requiring stockholder approval for the acquisition
of the Company by an entity other than the Company
or a subsidiary through purchase of assets, or by
merger, or otherwise.
2. Section 1.3 of the Plan is amended to read as
follows:
1.3 "Company" means Atlantic City
Electric Company, its successors (whether
direct or indirect by purchase, merger,
consolidation or otherwise) to all or
substantially all of the business or assets
of Atlantic City Electric Company or its
assigns, except that for purposes of the
definition of Change of Control it shall mean
Atlantic Energy, Inc., and to the extent a
participant is employed by Atlantic City
Electric Company upon the occurrence of an
event which constitutes a Change of Control,
Atlantic City Electric Company.
3. Section 3.4 is added to the Plan and reads as
follows:
3.4 Notwithstanding any other provision
of the Plan, in the event of a Change of
Control, the benefits described in sections
3.1 through 3.3 shall become immediately
vested to the extent not already vested.
4. Section 5.3 is amended to read as follows:
5.3 Amendment and Termination. In the
event of a Change of Control, the SERP may
not be amended, curtailed, or terminated. In
the absence of a Change of Control, the SERP
may be amended, curtailed, or terminated at
any time by the Board of Directors; provided,
however, that at the time such action is
taken, to the extent that a Qualified
Executive or his Designated Beneficiary is
then entitled to receive benefits pursuant to
paragraph 2.1, 2.2 or 2.3, such benefits
shall nonetheless be paid as if the SERP were
still in existence and without reference to
such change if the effect of such change
would be to reduce the amount, frequency or
duration of benefit payments; and further
provided that no amendment or curtailment of
the SERP pursuant hereto shall have the
effect of reducing the accrued benefit under
the SERP of any Qualified Executive.
5. The amendments memorialized in this instrument
were made by action of the Board of Directors of the Company on
August 10, 1995 and were effective on that date.
By:________________________
Title:_____________________
RIDERS TO
ATLANTIC CITY ELECTRIC COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN - II
1. Section 1.2 of the Plan is modified to read as
follows:
1.2 "Change of Control" means that one
of the following has occurred:
(i) when any "person" as defined in Section
3(a)(9) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and as used in
Section 13(d) and 14(d) thereof, including a
"group" as defined in Section 13(d) of the
Exchange Act but excluding the Company and any
subsidiary and any employee benefit plan sponsored
or maintained by the Company or any subsidiary
(including any trustee of such plan acting as
trustee), directly or indirectly, becomes the
"beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), of securities of the Company
representing 20 percent or more of the combined
voting power of the Company's then outstanding
securities; or
(ii) when, during any period of 24
consecutive months during the existence of the
Plan, the individuals who, at the 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, however, that a director who is 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 Section; or
(iii) upon the occurrence of a transaction
requiring stockholder approval for the acquisition
of the Company by an entity other than the Company
or a subsidiary through purchase of assets, or by
merger, or otherwise.
2. Section 1.3 of the Plan is modified to read as
follows:
1.3 "Company" means Atlantic City
Electric Company, any of its subsidiaries
authorized by the Board of Directors to
participate in this Plan with respect to its
employees, its successors (whether direct or
indirect by purchase, merger, consolidation
or otherwise) to all or substantially all of
the business or assets of Atlantic City
Electric Company, and its assigns, except
that for purposes of the definition of Change
of Control it shall mean Atlantic Energy,
Inc., and to the extent a participant is
employed by Atlantic City Electric Company
upon the occurrence of an event which
constitutes a Change of Control, Atlantic
City Electric Company.
3. Section 2.1 of the Plan is modified to read as
follows:
[1st paragraph and table remain, 2nd paragraph is
replaced with the following]
Notwithstanding any other provision of the
Plan, in the event of a Change of Control,
each Qualified Executive shall be 100%
vested.
4. Section 5.1 of the Plan is modified to read as
follows:
5.1 Forfeitures. In the event of a
Change of Control this paragraph 5.1 of the
Plan shall be void and of no force and
effect. In the absence of a Change of
Control, notwithstanding anything contained
in this Plan to the contrary, a Qualified
Executive shall forfeit all benefits not yet
paid from this Plan in the event the Company
terminates his employment for Cause or for
his breach of the Non-Competition or Non-
Disclosure provisions specified in paragraphs
5.2 and 5.3. For purposes of this paragraph,
"Cause" means:
(i) willful and continuous failure by a
participant to perform his duties (other than
resulting from incapacity due to physical or
mental illness), (ii) a participant's conviction
or plea of nolo contendere to a felony; (iii) a
participant's willful engagement in misconduct in
connection with employment which results in
material damage to the Company's business or
reputation; or (iv) material breach of Executive's
duties under any applicable employment agreement
which results in material damage to the Company's
business or reputation, in each of (ii) through
(iv) above, upon 30 days written notice to the
Executive, the opportunity for the Executive to be
heard by the Board and the good faith
determination by at least two-thirds of the
Company's non-employee directors that Cause
exists; provided, however, that after the
occurrence of a Change of Control (as hereinafter
defined), "Cause" shall be limited to (ii) through
(iv) above.
5. Section 6.3 of the Plan is modified to read as
follows:
6.3 Amendment and Termination. In the
event of a Change of Control, the Plan may
not be amended, curtailed, or terminated. In
the absence of a Change of Control, the Plan
may be amended, curtailed, or terminated at
any time by the Board of Directors; provided,
however, that at the time such action is
taken, to the extent that a Qualified
Executive or his Designated Beneficiary is
then entitled to receive benefits pursuant to
paragraph 2.1, 2.2 or 2.3, such benefits
shall nonetheless be paid as if the Plan were
still in existence and without reference to
such change if the effect of such change
would be to reduce the amount, frequency or
duration of benefit payments; and further
provided that no amendment or curtailment of
the Plan pursuant hereto shall have the
effect of reducing the accrued benefit under
the Plan of any Qualified Executive.