Exhibit 4-A
TRUST AGREEMENT OF ATLANTIC CAPITAL II
This TRUST AGREEMENT of Atlantic Capital II (the "Trust"), dated as of
September 10, 1998, among (i) Atlantic City Electric Company, a New Jersey
corporation (the "Depositor"), (ii) The Bank of New York (Delaware), a Delaware
banking corporation, not in its individual capacity but solely as trustee of the
Trust, (iii) Louis M. Walters, an individual employed by the Depositor, not in
his individual capacity but solely as administrative trustee of the Trust and
(iv) The Bank of New York, a New York banking corporation, not in its individual
capacity but solely as trustee of the Trust (each of such trustees in (ii) and
(iii) a "Trustee" and collectively, the "Trustees"). The Depositor and the
Trustees hereby agree as follows:
1. The Trust created hereby shall be known as "Atlantic Capital II", in
which name the Trustees, or the Depositor to the extent provided herein, may
conduct the business of the Trust, make and execute contracts, and sue and be
sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trustees the sum of $10. The Trustees hereby acknowledge receipt of such amount
in trust from the Depositor, which amount shall constitute the initial trust
estate. The Trustees hereby declare that they will hold the trust estate in
trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. (S) 3801 et seq. (the "Business Trust Act"), and
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that this document constitutes the governing instrument of the Trust. The
Trustees hereby are authorized and directed to execute and file a certificate of
trust with the Secretary of State of the State of Delaware in accordance with
the provisions of the Business Trust Act.
3. The Depositor and the Trustees will enter into an Amended and Restated
Trust Agreement, satisfactory to each such party and substantially in the form
to be included as an exhibit to the 1933 Act Registration Statement referred to
below, to provide for the contemplated operation of the Trust created hereby and
the issuance of the Preferred Securities and Common Securities referred to
therein. Prior to the execution and delivery of such Amended and Restated Trust
Agreement, the Trustees shall not have any duty or obligation hereunder or with
respect of the trust estate, except as otherwise required by applicable law or
as may be necessary to obtain prior to such execution and delivery any licenses,
consents or approvals required by applicable law or otherwise.
4. The Trustees hereby authorize and direct the Depositor (i) to file with
the Securities and Exchange Commission (the "Commission") and execute, in each
case on behalf of the Trust, (a) a Registration Statement on Form S-3 (the "1933
Act Registration Statement"), including any pre-effective or post-effective
amendments to the 1933 Act Registration Statement, relating to the registration
under the Securities Act of 1933, as amended, of the Preferred Securities of the
Trust and certain other securities and (b) a Registration Statement on Form 8-A
(the "1934 Act Registration Statement") (including all pre-effective and post-
effective
amendments thereto) relating to the registration of the Preferred Securities of
the Trust under Section 12(b) of the Securities Exchange Act of 1934, as
amended; (ii) to file with the New York Stock Exchange (the "Exchange") and
execute on behalf of the Trust a listing application and all other applications,
statements, certificates, agreements and other instruments as shall be necessary
or desirable to cause the Preferred Securities to be listed on the Exchange and
(iii) to file and execute on behalf of the Trust such applications, reports,
surety bonds, irrevocable consents, appointments of attorney for service of
process and other papers and documents as shall be necessary or desirable to
register the Preferred Securities under the securities or blue sky laws of such
jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or
desirable. In the event that any filing referred to above is required by the
rules and regulations of the Commission, the Exchange or state securities or
blue sky laws, to be executed on behalf of the Trust by one or more of the
Trustees, each of the Trustees, in its or his capacity as Trustee of the Trust,
is hereby authorized and, to the extent so required, directed to join in any
such filing and to execute on behalf of the Trust any and all of the foregoing,
it being understood that The Bank of New York (Delaware) in its capacity as a
Trustee of the Trust, shall not be required to join in any such filing or
execute on behalf of the Trust any such document unless required by the rules
and regulations of the Commission, the Exchange or state securities or blue sky
laws. In connection with the filings referred to above, the Depositor and Louis
M. Walters, as administrative trustee, solely in his capacity as a Trustee of
the Trust, hereby constitutes and appoints Louis M. Walters and Stephanie M.
Scola, each of them, as its or his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for the Depositor or such
Trustee or in the Depositor's or such Trustee's name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to any such filings (including the 1933 Act Registration Statement
and the 1934 Act Registration Statement) and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Commission, the
Exchange and administrators of state securities or blue sky laws, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as the Depositor or such Trustee
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their respective substitute or
substitutes, shall do or cause to be done by virtue hereof.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of Trustees initially shall be two (2) and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Depositor which may increase or decrease the
number of Trustees; provided, however, that, to the extent required by the
Business Trust Act, one Trustee shall be either a natural person who is a
resident of the State of Delaware, or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any Trustee at any
time. The Trustees may resign upon thirty days prior written notice to
Depositor.
7. This Trust Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).
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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.
ATLANTIC CITY ELECTRIC COMPANY,
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as Depositor Louis M. Walters, not in his
individual capacity but solely
as Administrative Trustee
By:
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Name:
Title:
THE BANK OF NEW YORK (DELAWARE)
not in its individual
capacity but solely as Trustee
By:
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Name:
Title:
THE BANK OF NEW YORK
not in its individual
capacity but solely as Trustee
By:
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Name:
Title:
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