EXHIBIT 10A(10)1
ATLANTIC ELECTRIC
EXCESS BENEFIT PLAN RETIREMENT INCOME PROGRAM
Amendment No. 1995-1
Atlantic City Electric Company hereby adopts this
Amendment No. 1995-1 to the instrument setting forth the Atlantic
Electric Excess Benefit Retirement Income Program (the "Program
Instrument"). This amendment is adopted pursuant to Section 7 of
the Program Instrument.
1. The following definition is added to Section 1 of
the Program Instrument:
"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. The following definition in Section 1 of the
Program Instrument is restated to read as follows:
"Company" means Atlantic City Electric
Company, 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(b) of the Program Instrument is hereby
restated to read as follows:
(b) Payment of Income. In the event of
a Change of Control, the entire Excess
Benefit Retirement Income payable under this
Section 2 shall become immediately vested to
the extent not already vested. The Excess
Benefit Retirement Income payable under this
Section 2 shall be paid in either (a) one
lump sum or (b) monthly coincident with the
date of benefits under the Retirement Plan;
provided, however, that a Participant who is
to receive monthly benefits under the
Retirement Plan may elect to receive a single
sum distribution and a Participant who is to
receive a single sum distribution under the
Retirement Plan may receive a monthly
distribution, if the Participant applies to
do so at least one year prior to the date on
which his benefits hereunder first become
payable, and further provided that the
Program Administrator determines, in its sole
discretion and applying such values and
standards as it deems relevant, that it is in
the best interest of the Participant.
Subject to Section 7 of this Program, payment
of the Excess Benefit Retirement Income shall
be made by the Company. Any entity
(including the Company) making a payment
under this Program may withhold therefrom
such amounts as may be required by federal,
state or local law, and the amount payable
under the Program to the Participant or his
beneficiary may be reduced by the amount so
withheld. The amount of any single sum
distribution of Excess Benefit Retirement
Income shall be equal to the actuarial
equivalent of the monthly benefit herein
described, computed using the actuarial the
Retirement Plan.
4. Section 7 of the Program Instrument is hereby
restated to read as follows:
SECTION 7. Change or Termination of the Program.
In the event of a Change of Control,
this Program may not be amended. In the
absence of a Change of Control, the Company
may amend the Program in any respect and at
any time; provided, however, that no such
amendment shall have the effect of (a)
reducing the basis on which the Excess
Benefit Retirement Income then being paid to
any Participant pursuant to the Program, or
which might thereafter become payable to the
Participant's beneficiary, is computed, or
(b) reducing the accrued Excess Benefit
Retirement Income under Section 2 of any
active or terminated vested participant of
the Plan, unless the Participant or his
beneficiary becomes entitled to an amount
equal to such benefit under another plan or
practice adopted by the Company.
In the event of a Change of Control,
this Program may not be terminated. In the
absence of a Change of Control, the Company
may terminate the Program at any time. The
Excess Benefit Retirement Income then being
paid to any Participant under Section 3 shall
continue to be paid subject to the terms of
the Program and each Participant shall be
fully vested in such Participant's accrued
Excess Benefit Retirement Income under
Section 2, unless the Participant or his
beneficiary becomes entitled to an amount
equal to such benefit under another plan or
practice adopted by the Company, subject to
diminution resulting from any increase in his
funded Plan benefit.
The accrued Excess Benefit Retirement
Income at any time is the amount contingently
payable under Section 2 if all factors used
in determining the funded benefit of such
active or terminated vested participant of
the Plan remained constant under the first
date on which such benefit was in pay status.
5. The amendment made hereby shall be effective as of
August 10, 1995.
By:______________________
Title:___________________