SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                             ------------------

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OF 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)      June 22, 2001
                                                  ---------------------------


                                  Conectiv
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               Exact Name of Registrant Specified in Charter


  Delaware                           1-13895                    51-0377417
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(State or Other Jurisdiction      (Commission                 (IRS Employer
      of Incorporation)           File Number)              Identification No.)


 800 King Street, P.O. Box 231, Wilmington, Delaware               19899
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(Address of Principal Executive Offices)                        (Zip Code)


Registrant's telephone number, including area code  (302) 429-3018
                                                   ---------------------------

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       (Former Name or Former Address, if Changed Since Last Report)




Item 2.  Acquisition or Disposition of Assets.

         As previously reported in Note 14 to the Consolidated Financial
         Statements included in Item 8 of Part II of Conectiv's 2000 Annual
         Report on Form 10- K, Conectiv's subsidiaries Delmarva Power &
         Light Company ("DPL") and Atlantic City Electric Company ("ACE")
         entered into agreements with NRG Energy, Inc. ("NRG") for the sale
         of their respective interests in non-strategic baseload fossil
         fuel-fired electric generating plants in January 2000. Pursuant to
         these agreements, on June 22, 2001, DPL completed the sale of its
         interests in Indian River Station, a wholly owned 784 megawatt
         ("MW") coal- and oil- fired generating plant located in Sussex
         County, Delaware, and Vienna Station, a wholly owned 170 MW
         oil-fired generating plant located in Vienna, Maryland. Also
         pursuant to these agreements, on June 22, 2001, Conectiv's
         subsidiary, Conectiv Delmarva Generation, Inc. ("CDG") (successor
         by assignment to DPL's interests), completed the sale of its
         minority interest (3.72% ownership interest or 63.4 MW) in
         Conemaugh Station, a jointly owned coal-fired generating plant
         located in New Florence, Pennsylvania, and the sale of its
         minority interest (3.70% ownership interest or 63.4 MW) in
         Keystone Station, a jointly owned coal-fired generating plant
         located in Shelocta, Pennsylvania.

         As a result of these sales, Conectiv and its subsidiaries received
         approximately $630 million in cash consideration, subject to final
         adjustment based on the value of fuel and material inventories at
         the closing and certain capital expenditures. The amount of the
         consideration received was determined as the result of
         arm's-length negotiations between Conectiv's subsidiaries and NRG.
         The interests of Conectiv's subsidiaries in the generating plants
         sold on June 22, 2001 had a net book value of approximately $286
         million as of March 31, 2001. Conectiv expects to recognize an
         after-tax gain of approximately $170 - $175 million in its
         earnings for the second quarter of 2001 as a result of these
         sales. Proceeds of these sales are expected to be used to repay
         debt, to repurchase preferred stock and other securities of
         Conectiv's subsidiaries and to fund projects associated with
         Conectiv's mid-merit generation business.

         To facilitate completion of these sales, DPL and ACE agreed to
         alter their respective agreements with NRG and NRG Power
         Marketing, Inc., an affiliate of NRG ("NRG Power"), effective June
         22, 2001, as follows:

         o        DPL and ACE entered into amendments to their respective
                  sales agreements with NRG to provide for (i) the sale by
                  DPL and CDG of their respective interests in Indian River
                  Station, Vienna Station, Conemaugh Station and Keystone
                  Station separate from the sale by ACE of its interests in
                  certain electric generating assets, and (ii) the separate
                  sale by ACE of its interests in each of (A) Deepwater
                  Station, (B) B.L. England Station, and (C) Conemaugh and
                  Keystone Stations, in each case, subject to the receipt
                  of the required approvals from the New Jersey Board of
                  Public Utilities and the satisfaction of other closing
                  conditions;

         o        ACE entered into amendments to its sales agreements with
                  NRG to provide for the extension of the termination dates
                  of the sale agreements between ACE and NRG relating to
                  Deepwater Station, Conemaugh and Keystone Stations and
                  B.L. England Station;

         o        The agreement between DPL and NRG Power for DPL to
                  purchase 500 megawatt-hours ("MWh") of firm electricity
                  per hour from NRG, beginning on June 22, 2001 and ending
                  December 31, 2005, was not changed; however, DPL entered
                  into additional agreements, beginning on June 22, 2001,
                  to purchase from NRG Power up to 350 MWh of firm electric
                  energy per hour and up to 750 MW of capacity through
                  August 31, 2001 and up to 300 MW of capacity through
                  September 30, 2001; and

         o        ACE terminated its existing power purchase agreement with
                  NRG Power.

         Subject to the receipt of the required approvals from the New
         Jersey Board of Public Utilities and the satisfaction of other
         closing conditions, Conectiv expects the sale by ACE of certain
         electric generating assets to be completed during 2001. However,
         there can be no assurances that such approvals will be obtained,
         or that such sales will be completed.

         The description of the transactions set forth herein is qualified
         in its entirety by reference to the sales agreements between each
         of DPL and ACE, and NRG, including the respective amendments
         thereto, copies of which are filed as exhibits to this report and
         incorporated by reference herein.

         On June 25, 2001, Conectiv issued a press release relating to such
         transactions, a copy of which is filed as an exhibit to this
         report and is incorporated by reference herein.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)      Not applicable.

(b)      The pro forma financial information required pursuant to Article
         11 of Regulation S-K is furnished and filed as Exhibit 99.2 to
         this report and is incorporated by reference herein.

(c)      Exhibits.

2.1      Purchase and Sale Agreement by and between Delmarva Power & Light
         Company and NRG Energy, Inc., dated as of January 18, 2000 (wholly
         owned electric generating plants) (Incorporated by reference to
         Exhibit 10-A to Delmarva Power & Light Company's Annual Report on
         Form 10-K for the fiscal year ended December 31, 2000, Commission
         file no. 1-1405).

2.2      Purchase and Sale Agreement by and between Delmarva Power & Light
         Company and NRG Energy, Inc., dated as of January 18, 2000
         (jointly owned electric generating plants) (Incorporated by
         reference to Exhibit 10-B to Delmarva Power & Light Company's
         Annual Report on Form 10-K for the fiscal year ended December 31,
         2000, Commission file no. 1-1405).

2.3      Purchase and Sale Agreement by and between Atlantic City Electric
         Company and NRG Energy, Inc., dated as of January 18, 2000 (wholly
         owned electric generating plants) (Incorporated by reference to
         Exhibit 10-B to Atlantic City Electric Company's Annual Report on
         Form 10-K for the fiscal year ended December 31, 2000, Commission
         file no. 1-3559).

2.4      Purchase and Sale Agreement by and between Atlantic City Electric
         Company and NRG Energy, Inc., dated as of January 18, 2000
         (jointly owned electric generating plants) (Incorporated by
         reference to Exhibit 10-C to Atlantic City Electric Company's
         Annual Report on Form 10-K for the fiscal year ended December 31,
         2000, Commission file no. 1-3559).

2.5      Amendment to the Purchase and Sale Agreement by and between Delmarva
         Power & Light Company and NRG Energy, Inc., dated as of June 22, 2001
         (wholly owned electric generating plants) (Filed herewith).

2.6      Amendment to the Purchase and Sale Agreement by and between Delmarva
         Power & Light Company and NRG Energy, Inc., dated as of June 22, 2001
         (jointly owned electric generating plants) (Filed herewith).

2.7      Amendment to the Purchase and Sale Agreement by and between Atlantic
         City Electric Company and NRG Energy, Inc., dated as of June 22, 2001
         (wholly owned electric generating plants) (Filed herewith).

2.8      Amendment to the Purchase and Sale Agreement by and between Atlantic
         City Electric Company and NRG Energy, Inc., dated as of June 22, 2001
         (jointly owned electric generating plants) (Filed herewith).

99.1     Press release issued by Conectiv dated June 25, 2001 (Filed herewith).

99.2     Conectiv Unaudited Consolidated Pro Forma Financial Statements -
         Generation Asset Sale and Transfer (Filed herewith).



                                 SIGNATURE

                  Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                            CONECTIV


                                            By:    /s/ John C. Roden
                                               -------------------------------
                                                  John C. Van Roden
                                                  Senior Vice President and
                                                  Chief Financial Officer



June 28, 2001



                                                                  EXHIBIT 2.5


                                                  DP&L WHOLLY OWNED AGREEMENT



                                 AMENDMENT
                                   TO THE
                        PURCHASE AND SALE AGREEMENT
                               BY AND BETWEEN
                       DELMARVA POWER & LIGHT COMPANY
                                    AND
                              NRG ENERGY, INC.


                  AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (the
"Amendment") by and between Delmarva Power & Light Company, a Delaware and
Virginia corporation ("DP&L" or "Seller"), and NRG Energy, Inc., a Delaware
corporation ("Buyer"), dated as of June 22, 2001. Seller and Buyer may each
be referred to herein individually as a "Party" and collectively as the
"Parties." Capitalized terms used and not otherwise defined in this
Amendment shall have the respective meanings assigned to them in the
Agreement (as defined below).

                  WHEREAS, Seller and Buyer are Parties to that certain
Purchase and Sale Agreement, dated as of January 18, 2000 (the
"Agreement"), providing for the sale and assignment by Seller of the
Purchased Assets and the Assumed Liabilities and the purchase and
assumption by Buyer of the Purchased Assets and the Assumed Liabilities,
upon the terms and conditions set forth in the Agreement; and

                  WHEREAS, the Closing of the transactions contemplated by
the Agreement, the DP&L Related Purchase Agreement and the ACE Related
Purchase Agreements has been unexpectedly delayed; and

                  WHEREAS, as a result of the delay of the Closing, the
Parties desire to amend the Agreement as set forth herein, and the DP&L
Related Purchase Agreement and the ACE Related Purchase Agreements as set
forth in the respective amendments to such agreements, which are being
entered into simultaneously with this Amendment, to, among other things,
extend the termination date of the Agreement, the DP&L Related Purchase
Agreement and the ACE Related Purchase Agreements.

                  NOW THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Seller and Buyer
hereby agree as follows:

                                 ARTICLE I

              Amendment of Certain Provisions of the Agreement

                  Section 1.1 Certain Definitions.

                           (a) Section 1.1(4) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "'Additional Agreements' means the Interconnection Agreement, the
         DP&L Master Power Purchase Agreement, the DP&L 500 MWh Power
         Purchase Confirmation, the DP&L Capacity Power Purchase
         Confirmation, the DP&L 350 MWh Power Purchase Confirmation, the
         Transition Services Agreement, the Access Agreement, the Indian
         River Station Access Agreement, the Limited Warranty Deeds, the
         Assignment and Assumption Agreement and the Bill of Sale."

                           (b) Section 1.1 of the Agreement is hereby
amended to include the following additional provisions:

         (153) "DP&L Master Power Purchase Agreement" means the Master
         Power Purchase Agreement between DP&L and NRG Power Marketing
         Inc., dated April 11, 2001, as amended and restated through the
         date hereof, and attached as Exhibit K to the Agreement.

         (154) "DP&L 500 MWh Power Purchase Confirmation" means the
         transaction confirmation letter, dated April 11, 2001, as amended
         and restated through the date hereof, issued by DP&L to NRG Power
         Marketing Inc. under the DP&L Master Power Purchase Agreement,
         relating to the purchase of 500MWh of firm electric energy, and
         attached as Exhibit L to the Agreement.

         (155) "DP&L Capacity Power Purchase Confirmation" means the
         transaction confirmation letter, dated June 22, 2001, issued by
         DP&L to NRG Power Marketing Inc. under the DP&L Master Power
         Purchase Agreement, relating to the purchase of 750MW of firm
         electric PJM capacity credits from the Closing Date through August
         31, 2001 and the purchase of 300 MW of firm electric PJM capacity
         credits from September 1, 2001 through September 30, 2001, and
         attached as Exhibit M to the Agreement.

         (156) "DP&L 350 MWh Power Purchase Confirmation" means the
         transaction confirmation letter, dated June 22, 2001, issued by
         DP&L to NRG Power Marketing Inc. under the DP&L Master Power
         Purchase Agreement, relating to the purchase of 350MWh of firm
         electric energy, and attached as Exhibit N to the Agreement.

         (157) "Indian River Station Access Agreement" means the access
         agreement between Seller and Buyer relating to the Indian River
         Station to be entered into at the Closing, and attached as Exhibit
         O to the Agreement.

                  Section 1.2  Deliveries by Seller.

                           (a) Section 3.6(e) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Master Power Purchase Agreement, the DP&L 500 MWh Power
         Purchase Confirmation, the DP&L Capacity Power Purchase
         Confirmation and the DP&L 350 MWh Power Purchase Confirmation, in
         each case, duly executed by Seller;"

                           (b) Section 3.6(g) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The Access Agreement and the Indian River Access Agreement, in
         each case, duly executed by Seller;"

                  Section 1.3  Deliveries by Buyer.

                           (a) Section 3.7(d) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Master Power Purchase Agreement, the DP&L 500 MWh Power
         Purchase Confirmation, the DP&L Capacity Power Purchase
         Confirmation and the DP&L 350 MWh Power Purchase Confirmation, in
         each case, duly executed by NRG Power Marketing Inc.;"

                           (b) Section 3.7(f) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The Access Agreement and the Indian River Access Agreement, in
         each case, duly executed by Buyer;"

                  Section 1.4  Relationship of the Agreement and the Related
Purchase Agreements.  Section 3.9 of the Agreement is hereby amended and
restated in its entirety to read as follows:

         "The transactions contemplated by this Agreement, together with
         the transactions contemplated by the DP&L Related Purchase
         Agreement, are intended by the Parties to be consummated
         substantially simultaneously; and if any of the transactions
         contemplated hereby or by the DP&L Related Purchase Agreement are
         not consummated simultaneously on the Closing Date in accordance
         with the terms and subject to the conditions set forth herein and
         in the DP&L Related Purchase Agreement, as applicable, then each
         Party shall take, or cause to be taken, all actions, and do, or
         cause to be done, all things, in each case, that are necessary to
         dissolve and invalidate all transactions contemplated hereby and
         thereby; provided, however, that if the failure to consummate the
         transactions contemplated hereby or thereby results from a default
         or breach of a Party under this Agreement or under the DP&L
         Related Purchase Agreement, then nothing in the foregoing shall
         preclude or limit the rights or remedies of any Party in
         connection with such default or breach."

                  Section 1.5  Employees.

                           (a) Section 6.8(g) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "(g) As soon as practicable, and in any event within ninety (90)
         days after the Closing Date, Buyer shall establish or make
         available to Transferred Union Employees a defined contribution
         pension plan (or plans) and trust (or trusts) intended to qualify
         under Sections 401(a) and 501(a) of the Code (such plan or plans
         referred to as "Buyer's Savings Plan") in which all Transferred
         Union Employees shall be eligible to participate as of the later
         of the Closing Date or the Buyer's Savings Plan's effective date.
         Buyer's Savings Plan shall provide for deferral options and
         employer matching contributions with respect to the Transferred
         Union Employees who are participants in the Conectiv Savings &
         Investment Plan and the Atlantic City Electric Co. Savings Plan B
         (collectively, "Seller's Savings Plans") as of the Closing Date
         (such employees, the "Transferred Savings Employees") that are no
         less favorable than those provided as of immediately prior to the
         Closing Date to the Transferred Savings Employees under the
         Seller's Savings Plans. Buyer shall provide a make-whole payment
         outside of Buyer's Savings Plan to reflect lost matching
         contributions on account of any delay in enrollment to any
         Transferred Employee who enrolls in Buyer's Savings Plan within
         the first thirty (30) days after the Closing. Contributions to the
         Seller's Savings Plans with respect to the Transferred Savings
         Employees shall cease effective as of the Closing Date, subject to
         Section 6.8(m). Each Transferred Savings Employee shall be
         afforded the option of transferring his or her account balance
         into the Buyer's Savings Plan; provided, however, that if Seller
         is able to obtain a favorable ruling from the Internal Revenue
         Service to the effect that the consummation of the transactions
         contemplated hereby shall constitute a sale of substantially all
         of the assets used in a trade or business within the meaning of
         Section 401(k)(10) of the Code, each Transferred Savings Employee
         shall be afforded the option of rolling over his or her account
         balance into the Buyer's Savings Plan. Such transfers or rollovers
         shall satisfy the requirements of Section 414(l) of the Code and
         Section 208 of ERISA and shall be in the form of cash or other
         property, as Seller and Buyer shall mutually agree prior to such
         transfer or rollover. Each Transferred Savings Employee shall be
         treated as a terminated employee, and shall be afforded the
         opportunity to receive a distribution from Seller's Savings Plans,
         to elect a direct rollover of such distribution into Buyer's
         Savings Plan, or to leave his or her account balance in Seller's
         Savings Plans (if such balance exceeds $5,000). Any such rollovers
         shall satisfy the requirements of Section 208 of ERISA and shall
         be in the form of cash or other property, as Seller and Buyer
         shall mutually agree prior to such rollover. Prior to such
         rollover, Buyer will provide Seller with such documents and other
         information as Seller shall reasonably request to assure itself
         that Buyer's Savings Plan and the trust or trusts established
         pursuant thereto contain participant loan provisions and
         procedures necessary to effect the orderly transfer of participant
         loan balances associated with the rollover. Notwithstanding
         anything in this Section 6.8(f) to the contrary, no such rollover
         shall take place unless and until Seller has received written
         evidence of the adoption of Buyer's Savings Plan and the trust (or
         trusts) thereunder by Buyer and either (A) a copy of a favorable
         determination letter issued by the Internal Revenue Service and
         satisfactory to Seller's counsel with respect to Buyer's Savings
         Plan or (B) an opinion, satisfactory to Seller's counsel, of
         Buyer's counsel to the effect that the terms of Buyer's Savings
         Plan and its related trust or trusts qualify under Sections 401(a)
         and 501(a) of the Code. Buyer and Seller shall provide each other
         with such records and information as may be necessary or
         appropriate to carry out their obligations under this Section
         6.8(f) for the purposes of administration of Buyer's Savings Plan,
         and they shall cooperate in the filing of documents required by
         the transactions described herein."

                           (b)  Section 6.8 of the Agreement is hereby amended
to include the following additional provisions:

         "(l) Within sixty (60) days after the Closing, Seller shall (a)
         provide Buyer with a written statement setting forth the number of
         unused hours of vacation, accrued vacation, carryover vacation,
         perfect attendance holidays and floating holidays accrued during
         the period commencing on January 1 of the year during which the
         Closing occurs and ending on the day immediately preceding the
         Closing Date ("Accrued and Unused Vacation") for Transferred
         Non-Union Employees and (b) transfer funds to Buyer in an amount
         sufficient to pay for Accrued and Unused Vacation, such amount to
         be based on the wages and salaries of Transferred Non-Union
         Employees in effect on the day immediately preceding the Closing
         Date; provided that, upon receipt of notice from Seller, Buyer
         shall promptly reimburse Seller for any and all payments in
         respect of Accrued and Unused Vacation made by Seller to
         Transferred Non-Union Employees after the Closing, whether as the
         result of any suit, action or proceeding, or otherwise. From and
         after the Closing, Buyer shall recognize the right of Transferred
         Employees to Accrued and Unused Vacation during the remainder of
         the year during which the Closing occurs and, with respect to
         Transferred Union Employees, in accordance with the applicable
         IBEW Collective Bargaining Agreement and applicable Law.

         (m) In the event that the Closing Date occurs on any day other
         than the day immediately following the day on which any regular
         pay period of Seller relating to any Transferred Employees ends,
         then, notwithstanding Buyer's obligations hereunder, in order to
         accommodate Buyer's request, Seller shall, in respect of such
         period, (i) pay to such Transferred Employees the salary or wages
         to which such Transferred Employees are entitled, (ii) pay to the
         applicable Governmental Authorities all required amounts in
         respect of payroll and similar withholding Taxes relating to such
         salaries and wages, and (iii) make any regular deposits or
         contributions, including deposits or contributions of matching
         funds to Seller's Benefit Plans on behalf of such Transferred
         Employees. Buyer shall, within 30 days after the Closing,
         reimburse Seller for all amounts in respect of such salaries,
         wages, Taxes, deposits and contributions to the extent relating to
         the period from and after the Closing Date."

                  Section 1.6  Environmental Matters.  The final sentence of
Section 6.12(d) of the Agreement is hereby amended and restated in its
entirety to read as follows:

         "Furthermore, notwithstanding anything to the contrary herein,
         Seller shall have no obligation to indemnify Buyer for any
         penalties or fines or other costs or expenses related to Buyer's
         failure to comply with the legal requirements of Title IV of the
         Clean Air Act or the NOx Budget Program of Delaware and Maryland."

                  Section 1.7  Reimbursement of Certain Metering Expenses.
Section 6.14 of the Agreement is hereby amended and restated in its entirety
to read as follows:

         "From and after the Closing, Buyer shall (a) reimburse Seller for
         reasonable amounts expended by Seller on or prior to June 30, 2002
         in connection with the installation, renovation or improvement of
         revenue quality meters and related equipment up to an aggregate
         amount of $1,500,000; and (b) cooperate with Seller as fully as
         reasonably possible in order to facilitate Seller's installation,
         renovation or improvement of revenue quality meters and related
         equipment to the extent that such installation, renovation or
         improvement requires that Seller gain access to the Real Property
         after the Closing Date. From the Closing Date through the date on
         which the installation, renovation or improvement of revenue
         quality meters is completed, the interim metering methodology set
         forth on Exhibit P to this Agreement shall be used to compensate
         DP&L for station loads and losses occurring from the Closing Date
         through such date."

                  Section 1.8  Certain Closing Conditions.

                           (a) Section 7.1(o) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Related Purchase Agreement shall be in full force and
         effect and the valid and binding obligation of each Party thereto
         (other than Buyer); and all conditions to the obligations of all
         Parties to the DP&L Related Purchase Agreement to consummate the
         transactions contemplated thereby shall have been satisfied or, to
         the extent permitted by applicable Law, waived."

                           (b) Section 7.2(h) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Related Purchase Agreement shall be in full force and
         effect and the valid and binding obligation of each Party thereto
         (other than Seller); and all conditions to the obligations of all
         Parties to the DP&L Related Purchase Agreement to consummate the
         transactions contemplated thereby shall have been satisfied or, to
         the extent permitted by applicable Law, waived."

                  Section 1.9  Certain Termination Provisions.  Section 9.1(b)
of the Agreement is hereby amended and restated in its entirety to read as
follows:

         "This Agreement may be terminated by Seller, on the one hand, or
         Buyer, on the other hand, upon written notice to the other Party,
         (i) at any time prior to the Closing if any court of competent
         jurisdiction shall have issued an order, judgment or decree
         permanently restraining, enjoining or otherwise prohibiting the
         Closing, and such order, judgment or decree shall have become
         final and nonappealable; (ii) at any time prior to the Closing if
         any Law shall have been enacted or issued by any Governmental
         Authority which, directly or indirectly, prohibits the
         consummation of the transactions contemplated by this Agreement,
         the DP&L Related Purchase Agreement or any Additional Agreement;
         or (iii) at any time after October 31, 2001, if the Closing shall
         not have occurred on or before such date; provided, however, that
         the right to terminate this Agreement under this Section
         9.1(b)(iii) shall not be available to any Party whose breach of
         this Agreement has caused, or resulted in, the failure of the
         Closing to occur on or before such date."

                  Section 1.10 Certain Exhibits. The Agreement is hereby
amended to delete Exhibit G in its entirety and any and all references
thereto in the Agreement.


                                 ARTICLE II

                 Release, Waiver and Additional Provisions

                  Section 2.1  Release and Waiver of Claims Against Seller
Parties.

                           (a) Buyer and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Seller and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Seller
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all claims, demands, debts,
losses, costs, expenses, proceedings, judgments, damages, actions, causes
of action, suits, contracts, agreements, obligations, accounts and
liabilities of any kind or character whatsoever, known or unknown,
suspected or unsuspected, in contract or in tort, at law or in equity
("Claims"), that the Buyer or any of its Affiliates alone or with any other
Person had, now has, or might hereafter have against the Seller Parties or
any of them jointly and/or severally, for or by reason of any matter,
circumstance, event, action, omission, cause or thing whatsoever occurring
or existing on or before the date of this Amendment, arising under,
relating to or in connection with the Agreement (or any of the Exhibits or
Schedules thereto) and which are set forth in Schedule 2.1 to this
Amendment.

                           (b) Buyer hereby represents and warrants to
Seller that, as of the date of this Amendment, to Buyer's knowledge, Buyer
does not have any Claims against any Seller Party, other than as set forth
in Schedule 2.1 to this Amendment, which Claims have been released and
waived pursuant to Section 2.1(a).

                  Section 2.2  Release and Waiver of Claims Against Buyer
Parties.

                           (a) Seller and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Buyer and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Buyer
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all Claims, that the Seller
or any of its Affiliates alone or with any other Person had, now has, or
might hereafter have against the Buyer Parties or any of them jointly
and/or severally, for or by reason of any matter, circumstance, event,
action, omission, cause or thing whatsoever occurring or existing on or
before the date of this Amendment, arising under, relating to or in
connection with the Agreement (or any of the Exhibits or Schedules thereto)
and which are set forth in Schedule 2.2 to this Amendment.

                           (b) Seller hereby represents and warrants to
Buyer that, as of the date of this Amendment, to Seller's knowledge, Seller
does not have any Claims against any Buyer Party, other than as set forth
in Schedule 2.2 to this Amendment, which Claims have been released and
waived pursuant to Section 2.2(a).

                  Section 2.3 Disclosed Matters. Pursuant to Section 6.7 of
the Agreement, Buyer and Seller hereby acknowledge and agree that the
supplemental or amended disclosure set forth in the Schedules to the
Agreement being delivered by Seller to Buyer contemporaneously with this
Amendment and dated as of the date hereof shall, for purposes of the
Agreement, as amended hereby, including for purposes of determining whether
the conditions to Closing set forth in Article VII of the Agreement are
satisfied, be deemed to have been disclosed as of January 18, 2000.

                  Section 2.4 Closing. Pursuant to Section 3.1 of the
Agreement, the Parties hereby agree that, notwithstanding any provision of
the Agreement to the contrary, the Parties intend that the Closing shall
occur on June 22, 2001, subject to the satisfaction or waiver of the
conditions precedent to the Closing set forth therein, as amended hereby.


                                ARTICLE III

                          Miscellaneous Provisions

                  Section 3.1 Amendment and Modification. Subject to
applicable Law, this Amendment may be amended, supplemented or otherwise
modified only by written agreement entered into by all Parties.

                  Section 3.2 Waiver of Compliance; Consents. To the extent
permitted by applicable Law, any failure of any of the Parties to comply
with any covenant, agreement or condition set forth herein may be waived by
the Party entitled to the benefit thereof only by a written instrument
signed by such Party, but any such waiver shall not operate as a waiver of,
or estoppel with respect to, any prior or subsequent failure to comply
therewith.

                  Section 3.3   Notices.  All notices and other communications
hereunder shall be in writing and shall be given in accordance with Section
10.8 of the Agreement.

                  Section 3.4 Assignment. This Amendment shall be binding
upon and inure to the benefit of the Parties and their respective
successors and permitted assigns, but neither this Amendment nor any of the
rights, interests, obligations or remedies hereunder shall be assigned by
any Party hereto, including by operation of law, without the prior written
consent of the other Parties, nor is this Amendment intended to confer upon
any other Person any rights, interests, obligations or remedies hereunder.
Without limiting the generality of the foregoing, no provision of this
Amendment shall create any third-party beneficiary rights in any Employee
or former employee of Seller (including any beneficiary or dependent
thereof) in respect of continued employment or resumed employment, and no
provision of this Amendment shall create any rights in any such Persons in
respect of any benefits that may be provided, directly or indirectly, under
any employee benefit plan or arrangement except as expressly provided for
thereunder. Notwithstanding the foregoing, (i) Seller may assign all or any
portion of its rights, interests, obligations and remedies hereunder to
Conectiv, a Delaware corporation, or any of Conectiv's wholly owned
subsidiaries; provided, however, that no such assignment shall (A)
materially impair or delay the consummation of the transactions
contemplated hereby or by the Agreement or (B) relieve or discharge Seller
from any of its obligations hereunder or under the Agreement; and (ii)
Buyer may assign all or any portion of its rights, interests, obligations
and remedies hereunder to (A) any of its wholly owned subsidiaries or (B) a
trustee, lending institution or other Person solely for purposes of
financing the transactions contemplated hereby; provided, however, that no
such assignment shall (A) materially impair or delay the consummation of
the transactions contemplated hereby or by the Agreement or (B) relieve or
discharge Buyer from any of its obligations hereunder or under the
Agreement.

                  Section 3.5 Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of
Delaware (without giving effect to conflicts of law principles) as to all
matters, including validity, construction, effect, performance and
remedies. Venue in any and all suits, actions and proceedings related to
the subject matter of this Amendment shall be in the state and federal
courts located in and for the State of Delaware (the "Courts"), which shall
have exclusive jurisdiction for such purpose, and the Parties hereby
irrevocably submit to the exclusive jurisdiction of such courts and
irrevocably waive the defense of an inconvenient forum to the maintenance
of any such suit, action or proceeding. Service of process may be made in
any manner recognized by such Courts. Each of the Parties hereby
irrevocably waives its right to a jury trial arising out of any dispute in
connection with this Amendment or the transactions contemplated hereby.

                  Section 3.6 Counterparts. This Amendment may be executed
in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                  Section 3.7 Interpretation. The article and section
headings contained in this Amendment are solely for the purpose of
reference, are not part of the agreement of the parties and shall not in
any way affect the meaning or construction of this Amendment. Ambiguities
and uncertainties in the wording of this Amendment shall not be construed
for or against any Party, but shall be construed in the manner that most
accurately reflects the Parties' intent as of the date of this Amendment.
Each Party acknowledges that it has been represented by counsel in
connection with the review and execution of this Amendment, and,
accordingly, there shall be no presumption that this Amendment or any
provision hereof be construed against the Party that drafted this
Amendment.

                  Section 3.8 Effect; Entire Agreement. Except as amended,
supplemented or otherwise modified by this Amendment, the Agreement shall
remain in full force and effect, and the valid and binding obligation of
each Party. The Agreement, as amended hereby, (including the Schedules and
Exhibits thereto), together with the Confidentiality Agreement, the DP&L
Related Purchase Agreement, as amended, and the ACE Related Purchase
Agreements, as amended, embody the entire agreement and understanding of
the Parties hereto and thereto in respect of the transactions contemplated
by the Agreement, as amended hereby, the Additional Agreements, the DP&L
Related Purchase Agreement, as amended, and the ACE Related Purchase
Agreements, as amended, and supersedes all prior agreements and
understandings between or among the Parties with respect to the
transactions contemplated hereby or thereby.



                          [Signature Page Follows]


                  IN WITNESS WHEREOF, the Parties have caused this
Amendment to be duly executed and delivered as of the date and year first
written above.

                                    DELMARVA POWER & LIGHT COMPANY


                                    By:  /s/ Philip S. Reese
                                       --------------------------------------
                                          Philip S. Reese
                                          Vice President and Treasurer


                                    NRG ENERGY, INC.


                                    By:  /s/ David H. Peterson
                                       --------------------------------------
                                           David H. Peterson
                                           Chairman, President and CEO










                        (DP&L WHOLLY OWNED STATIONS)

                                                                EXHIBIT 2.6





                        DP&L JOINTLY OWNED AGREEMENT



                                 AMENDMENT
                                   TO THE
                        PURCHASE AND SALE AGREEMENT
                               BY AND BETWEEN
                       DELMARVA POWER & LIGHT COMPANY
                                    AND
                              NRG ENERGY, INC.


                  AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (the
"Amendment") by and between Delmarva Power & Light Company, a Delaware and
Virginia corporation ("DP&L" or "Seller"), and NRG Energy, Inc., a Delaware
corporation ("Buyer"), dated as of June 22, 2001. Seller and Buyer may each
be referred to herein individually as a "Party" and collectively as the
"Parties." Capitalized terms used and not otherwise defined in this
Amendment shall have the respective meanings assigned to them in the
Agreement (as defined below).

                  WHEREAS, Seller and Buyer are Parties to that certain
Purchase and Sale Agreement, dated as of January 18, 2000 (the
"Agreement"), providing for the sale and assignment by Seller of the
Purchased Assets and the Assumed Liabilities and the purchase and
assumption by Buyer of the Purchased Assets and the Assumed Liabilities,
upon the terms and conditions set forth in the Agreement; and

                  WHEREAS, the Closing of the transactions contemplated by
the Agreement, the DP&L Related Purchase Agreement and the ACE Related
Purchase Agreements has been unexpectedly delayed; and

                  WHEREAS, as a result of the delay of the Closing, the
Parties desire to amend the Agreement as set forth herein, and the DP&L
Related Purchase Agreement and the ACE Related Purchase Agreements as set
forth in the respective amendments to such agreements, which are being
entered into simultaneously with this Amendment, to, among other things,
extend the termination date of the Agreement, the DP&L Related Purchase
Agreement and the ACE Related Purchase Agreements.

                  NOW THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Seller and Buyer
hereby agree as follows:


                                 ARTICLE I

              Amendment of Certain Provisions of the Agreement

                  Section 1.1  Certain Definitions.

                           (a) Section 1.1(3) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "'Additional Agreements' means the Like-Kind Exchange
         Acknowledgment, the Limited Warranty Deeds, the Assignment and
         Assumption Agreement and the Bill of Sale."

                           (b) Section 1.1 of the Agreement is hereby
amended to include the following additional provision:

         (153) "Like-Kind Exchange Acknowledgment" means the like-kind
         exchange acknowledgment among Buyer, Conectiv Delmarva Generation,
         Inc. ("CDG") and 1031 Corp., Inc. ("1031 Corp") to be entered into
         at the Closing and attached as Exhibit G to the Agreement.

                  Section 1.2  Deliveries by Seller.  Section 3.6(c) of the
Agreement is hereby amended and restated in its entirety to read as follows:

         "The Assignment and Assumption Agreements, duly executed by
         Seller; and the Like-Kind Exchange Acknowledgment, duly executed
         by CDG and 1031 Corp;"

                  Section 1.3 Deliveries by Buyer.  Section 3.7(b) of the
Agreement is hereby amended and restated in its entirety to read as follows:

         "The Assignment and Assumption Agreements and the Like-Kind
         Exchange Acknowledgment, in each case, duly executed by Buyer;"

                  Section 1.4  Relationship of the Agreement and the Related
Purchase Agreements.  Section 3.9 of the Agreement is hereby amended and
restated in its entirety to read as follows:

         "The transactions contemplated by this Agreement, together with
         the transactions contemplated by the DP&L Related Purchase
         Agreement, are intended by the Parties to be consummated
         substantially simultaneously; and if any of the transactions
         contemplated hereby or by the DP&L Related Purchase Agreement are
         not consummated simultaneously on the Closing Date in accordance
         with the terms and subject to the conditions set forth herein and
         in the DP&L Related Purchase Agreement, as applicable, then each
         Party shall take, or cause to be taken, all actions, and do, or
         cause to be done, all things, in each case, that are necessary to
         dissolve and invalidate all transactions contemplated hereby and
         thereby; provided, however, that if the failure to consummate the
         transactions contemplated hereby or thereby results from a default
         or breach of a Party under this Agreement or under the DP&L
         Related Purchase Agreement, then nothing in the foregoing shall
         preclude or limit the rights or remedies of any Party in
         connection with such default or breach."

                  Section 1.5  Certain Closing Conditions.

                           (a) Section 7.1(j) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Related Purchase Agreement shall be in full force and
         effect and the valid and binding obligation of each Party thereto
         (other than Buyer); and all conditions to the obligations of all
         Parties to the DP&L Related Purchase Agreement to consummate the
         transactions contemplated thereby shall have been satisfied or, to
         the extent permitted by applicable Law, waived."

                           (b) Section 7.2(i) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Related Purchase Agreement shall be in full force and
         effect and the valid and binding obligation of each Party thereto
         (other than Seller); and all conditions to the obligations of all
         Parties to the DP&L Related Purchase Agreement to consummate the
         transactions contemplated thereby shall have been satisfied or, to
         the extent permitted by applicable Law, waived."

                  Section 1.6  Certain Termination Provisions.  Section 9.1(b)
of theAgreement is hereby amended and restated in its entirety to read as
follows:

         "This Agreement may be terminated by Seller, on the one hand, or
         Buyer, on the other hand, upon written notice to the other Party,
         (i) at any time prior to the Closing if any court of competent
         jurisdiction shall have issued an order, judgment or decree
         permanently restraining, enjoining or otherwise prohibiting the
         Closing, and such order, judgment or decree shall have become
         final and nonappealable; (ii) at any time prior to the Closing if
         any Law shall have been enacted or issued by any Governmental
         Authority which, directly or indirectly, prohibits the
         consummation of the transactions contemplated by this Agreement,
         the DP&L Related Purchase Agreement or any Additional Agreement;
         or (iii) at any time after October 31, 2001, if the Closing shall
         not have occurred on or before such date; provided, however, that
         the right to terminate this Agreement under this Section
         9.1(b)(iii) shall not be available to any Party whose breach of
         this Agreement has caused, or resulted in, the failure of the
         Closing to occur on or before such date."


                                 ARTICLE II

                 Release, Waiver and Additional Provisions

                  Section 2.1  Release and Waiver of Claims Against Seller
Parties.

                           (a) Buyer and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Seller and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Seller
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all claims, demands, debts,
losses, costs, expenses, proceedings, judgments, damages, actions, causes
of action, suits, contracts, agreements, obligations, accounts and
liabilities of any kind or character whatsoever, known or unknown,
suspected or unsuspected, in contract or in tort, at law or in equity
("Claims"), that the Buyer or any of its Affiliates alone or with any other
Person had, now has, or might hereafter have against the Seller Parties or
any of them jointly and/or severally, for or by reason of any matter,
circumstance, event, action, omission, cause or thing whatsoever occurring
or existing on or before the date of this Amendment, arising under,
relating to or in connection with the Agreement (or any of the Exhibits or
Schedules thereto) and which are set forth in Schedule 2.1 to this
Amendment.

                           (b) Buyer hereby represents and warrants to
Seller that, as of the date of this Amendment, to Buyer's knowledge, Buyer
does not have any Claims against any Seller Party, other than as set forth
in Schedule 2.1 to this Amendment, which Claims have been released and
waived pursuant to Section 2.1(a).

                  Section 2.2  Release and Waiver of Claims Against Buyer
Parties.

                           (a) Seller and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Buyer and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Buyer
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all Claims, that the Seller
or any of its Affiliates alone or with any other Person had, now has, or
might hereafter have against the Buyer Parties or any of them jointly
and/or severally, for or by reason of any matter, circumstance, event,
action, omission, cause or thing whatsoever occurring or existing on or
before the date of this Amendment, arising under, relating to or in
connection with the Agreement (or any of the Exhibits or Schedules thereto)
and which are set forth in Schedule 2.2 to this Amendment.

                           (b) Seller hereby represents and warrants to
Buyer that, as of the date of this Amendment, to Seller's knowledge, Seller
does not have any Claims against any Buyer Party, other than as set forth
in Schedule 2.2 to this Amendment, which Claims have been released and
waived pursuant to Section 2.2(a).

                  Section 2.3 Disclosed Matters. Pursuant to Section 6.6 of
the Agreement, Buyer and Seller hereby acknowledge and agree that the
supplemental or amended disclosure set forth in the Schedules to the
Agreement being delivered by Seller to Buyer contemporaneously with this
Amendment and dated as of the date hereof shall, for purposes of the
Agreement, as amended hereby, including for purposes of determining whether
the conditions to Closing set forth in Article VII of the Agreement are
satisfied, be deemed to have been disclosed as of January 18, 2000.

                  Section 2.4 Closing. Pursuant to Section 3.1 of the
Agreement, the Parties hereby agree that, notwithstanding any provision of
the Agreement to the contrary, the Parties intend that the Closing shall
occur on June 22, 2001, subject to the satisfaction or waiver of the
conditions precedent to the Closing set forth therein, as amended hereby.


                                ARTICLE III

                          Miscellaneous Provisions

                  Section 3.1 Amendment and Modification. Subject to
applicable Law, this Amendment may be amended, supplemented or otherwise
modified only by written agreement entered into by all Parties.

                  Section 3.2 Waiver of Compliance; Consents. To the extent
permitted by applicable Law, any failure of any of the Parties to comply
with any covenant, agreement or condition set forth herein may be waived by
the Party entitled to the benefit thereof only by a written instrument
signed by such Party, but any such waiver shall not operate as a waiver of,
or estoppel with respect to, any prior or subsequent failure to comply
therewith.

                  Section 3.3  Notices.  All notices and other communications
hereunder shall be in writing and shall be given in accordance with Section
10.8 of the Agreement.

                  Section 3.4 Assignment. This Amendment shall be binding
upon and inure to the benefit of the Parties and their respective
successors and permitted assigns, but neither this Amendment nor any of the
rights, interests, obligations or remedies hereunder shall be assigned by
any Party hereto, including by operation of law, without the prior written
consent of the other Parties, nor is this Amendment intended to confer upon
any other Person any rights, interests, obligations or remedies hereunder.
Without limiting the generality of the foregoing, no provision of this
Amendment shall create any third-party beneficiary rights in any Employee
or former employee of Seller (including any beneficiary or dependent
thereof) in respect of continued employment or resumed employment, and no
provision of this Amendment shall create any rights in any such Persons in
respect of any benefits that may be provided, directly or indirectly, under
any employee benefit plan or arrangement except as expressly provided for
thereunder. Notwithstanding the foregoing, (i) Seller may assign all or any
portion of its rights, interests, obligations and remedies hereunder to
Conectiv, a Delaware corporation, or any of Conectiv's wholly owned
subsidiaries; provided, however, that no such assignment shall (A)
materially impair or delay the consummation of the transactions
contemplated hereby or by the Agreement or (B) relieve or discharge Seller
from any of its obligations hereunder or under the Agreement; and (ii)
Buyer may assign all or any portion of its rights, interests, obligations
and remedies hereunder to (A) any of its wholly owned subsidiaries or (B) a
trustee, lending institution or other Person solely for purposes of
financing the transactions contemplated hereby; provided, however, that no
such assignment shall (A) materially impair or delay the consummation of the
transactions contemplated hereby or by the Agreement or (B) relieve or
discharge Buyer from any of its obligations hereunder or under the
Agreement.

                  Section 3.5 Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of
Delaware (without giving effect to conflicts of law principles) as to all
matters, including validity, construction, effect, performance and
remedies. Venue in any and all suits, actions and proceedings related to
the subject matter of this Amendment shall be in the state and federal
courts located in and for the State of Delaware (the "Courts"), which shall
have exclusive jurisdiction for such purpose, and the Parties hereby
irrevocably submit to the exclusive jurisdiction of such courts and
irrevocably waive the defense of an inconvenient forum to the maintenance
of any such suit, action or proceeding. Service of process may be made in
any manner recognized by such Courts. Each of the Parties hereby
irrevocably waives its right to a jury trial arising out of any dispute in
connection with this Amendment or the transactions contemplated hereby.

                  Section 3.6 Counterparts. This Amendment may be executed
in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                  Section 3.7 Interpretation. The article and section
headings contained in this Amendment are solely for the purpose of
reference, are not part of the agreement of the parties and shall not in
any way affect the meaning or construction of this Amendment. Ambiguities
and uncertainties in the wording of this Amendment shall not be construed
for or against any Party, but shall be construed in the manner that most
accurately reflects the Parties' intent as of the date of this Amendment.
Each Party acknowledges that it has been represented by counsel in
connection with the review and execution of this Amendment, and,
accordingly, there shall be no presumption that this Amendment or any
provision hereof be construed against the Party that drafted this
Amendment.

                  Section 3.8 Effect; Entire Agreement. Except as amended,
supplemented or otherwise modified by this Amendment, the Agreement shall
remain in full force and effect, and the valid and binding obligation of
each Party. The Agreement, as amended hereby (including the Schedules and
Exhibits thereto), together with the Confidentiality Agreement, the DP&L
Related Purchase Agreement, as amended, and the ACE Related Purchase
Agreements, as amended, embody the entire agreement and understanding of
the Parties hereto and thereto in respect of the transactions contemplated
by the Agreement, as amended hereby, the Additional Agreements, DP&L
Related Purchase Agreement, as amended, and the ACE Related Purchase
Agreements, as amended, and supersedes all prior agreements and understandings
between or among the Parties with respect to the transactions contemplated
hereby or thereby.



                          [Signature Page Follows]


                  IN WITNESS WHEREOF, the Parties have caused this
Amendment to be duly executed and delivered as of the date and year first
written above.

                                    DELMARVA POWER & LIGHT COMPANY


                                    By:  /s/ Philip S. Reese
                                       --------------------------------------
                                          Philip S. Reese
                                          Vice President and Treasurer


                                    NRG ENERGY, INC.


                                    By:  /s/ David H. Peterson
                                       --------------------------------------
                                           David H. Peterson
                                           Chairman, President and CEO







                       (DP&L JOINTLY OWNED STATIONS)



                                                                  EXHIBIT 2.7


                         ACE WHOLLY OWNED AGREEMENT


                                 AMENDMENT
                                   TO THE
                        PURCHASE AND SALE AGREEMENT
                               BY AND BETWEEN
                       ATLANTIC CITY ELECTRIC COMPANY
                                    AND
                              NRG ENERGY, INC.


                  AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (the
"Amendment") by and between Atlantic City Electric Company, a New Jersey
corporation ("ACE" or "Seller"), and NRG Energy, Inc., a Delaware
corporation ("Buyer"), dated as of June 22, 2001. Seller and Buyer may each
be referred to herein individually as a "Party" and collectively as the
"Parties." Capitalized terms used and not otherwise defined in this
Amendment shall have the respective meanings assigned to them in the
Agreement (as defined below).

                  WHEREAS, Seller and Buyer are Parties to that certain
Purchase and Sale Agreement, dated as of January 18, 2000 (the
"Agreement"), providing for the sale and assignment by Seller of the
Purchased Assets and the Assumed Liabilities and the purchase and
assumption by Buyer of the Purchased Assets and the Assumed Liabilities,
upon the terms and conditions set forth in the Agreement; and

                  WHEREAS, the Closing of the transactions contemplated by
the Agreement, the ACE Related Purchase Agreement and the DP&L Related
Purchase Agreements has been unexpectedly delayed; and

                  WHEREAS, as a result of the delay of the Closing, the
Parties desire to amend the Agreement as set forth herein, the ACE Related
Purchase Agreement and the DP&L Related Purchase Agreements as set forth in
the respective amendments to such agreements, which are being entered into
simultaneously with this Amendment, to, among other things, extend the
termination date of the Agreement, the ACE Related Purchase Agreement and
the DP&L Related Purchase Agreements.

                  NOW THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Seller and Buyer
hereby agree as follows:


                                 ARTICLE I

              Amendment of Certain Provisions of the Agreement

                  Section 1.1  Certain Definitions.  Section 1.1 of the
Agreement is hereby amended to include the following additional provisions:

         (155) "ACE Master Power Purchase Agreement" means the Master Power
         Purchase Agreement between ACE and NRG Power Marketing Inc., dated
         April 11, 2001, as amended through the date hereof, and attached
         as Exhibit J to this Agreement.

         (156) "ACE 400 MWh Energy Purchase Confirmation" means the
         transaction confirmation letter, dated April 11, 2001, as amended,
         through the date hereof, issued by ACE to NRG Power Marketing Inc.
         under the ACE Master Power Purchase Agreement, relating to the
         purchase of 400 MWh of firm electric energy, and attached as
         Exhibit K to this Agreement.

         (157) "ACE 400 MW Capacity Purchase Confirmation" means the
         transaction confirmation letter, dated April 11, 2001, as amended
         through the date hereof, issued by ACE to NRG Power Marketing Inc.
         under the ACE Master Power Purchase Agreement, relating to the
         purchase of 400 MW of firm electric PJM capacity credits, and
         attached as Exhibit L to this Agreement.

         (158) "B.L. England Station Transactions" means the transactions
         contemplated by this Agreement to the extent relating to the B.L.
         England Station, it being understood that such transactions,
         together with the Deepwater Station Transactions, constitute and
         include all of the transactions contemplated by this Agreement.

         (159) "Deepwater Station Transactions" means the transactions
         contemplated by this Agreement to the extent relating to the
         Deepwater Station, it being understood that such transactions,
         together with the B.L. England Station Transactions, constitute
         and include all of the transactions contemplated by this
         Agreement.

         (160) "Deepwater Substation" means the name of the industrial
         establishment as to which ACE has filed a Remediation Agreement
         Application pursuant to ISRA.

         (161) "Distribution Substation Yard" means Distribution Substation
         Yard as such term is used in the Remediation Agreement
         Applications submitted by Deepwater Power LLC and ACE pursuant to
         ISRA for the Deepwater Station and Deepwater Substation,
         respectively.

         (162) "Initial Additional NOx Emission Allowances" means the
         amount of additional NOx Emission Allowances Seller will owe Buyer
         after Closing or Buyer will owe Seller after Closing as determined
         by Section 6.15(b)(ii).

         (163) "Main Substation Yard" means Main Substation Yard as such
         term is used in the Remediation Agreement Applications submitted
         by Deepwater Power LLC and ACE pursuant to ISRA for the Deepwater
         Station and Deepwater Substation, respectively.

         (164) "Supplemental Prorated NOx Emission Allowances" means the
         amount of NOx Emission Allowances calculated in accordance with
         Section 6.15(b)(iii).

                  Section 1.2  Closing.

                           (a) Section 3.1 of the Agreement is hereby
amended by renumbering such section as Section 3.1(a).

                           (b) Section 3.1 of the Agreement is hereby
amended to include the following additional provisions:

         "(b) Notwithstanding any provision hereof to the contrary, the
         Parties acknowledge and agree that, in the event that the
         conditions precedent to the Closing set forth in Sections 7.1 (a)
         and (c), and Sections 7.2 (a), (c), and (g) of this Agreement,
         shall have been satisfied or, to the extent permitted by
         applicable Law, waived by the Party for whose benefit such
         conditions precedent exist, but only with respect to the B.L.
         England Station Transactions or the Deepwater Station
         Transactions, but not both, then the Parties shall proceed to
         consummate the transactions for which such conditions have been so
         satisfied or waived in accordance with this Section 3.1 with the
         following effect:

         (i) with respect to such of the B. L. England Station Transactions
         or the Deepwater Station Transactions as are first consummated by
         the Parties hereunder (such transactions referred to as the "First
         Transactions" and such Station referred to as the "First
         Station"), the terms "Closing" and "Closing Date", as used herein,
         shall mean, with respect to the representations, warranties,
         covenants and agreements set forth herein relating to such First
         Station, including the Purchased Assets, Excluded Assets, Assumed
         Liabilities and Excluded Liabilities relating thereto, the Closing
         of the First Transactions and the date on which such Closing
         actually occurs, respectively;

         (ii) with respect to such of the B. L. England Station
         Transactions or the Deepwater Station Transactions as are last
         consummated by the Parties hereunder (such transactions referred
         to as the "Last Transactions" and such Station referred to as the
         "Last Station"), the terms "Closing" and "Closing Date", as used
         herein, shall mean, with respect to the representations,
         warranties, covenants and agreements set forth herein relating to
         such Last Station, including the Purchased Assets, Excluded
         Assets, Assumed Liabilities and Excluded Liabilities relating
         thereto, the Closing of the Last Transactions and the date on
         which such Closing actually occurs, respectively;

         (iii) (A) no representation or warranty contained in this
         Agreement with respect to the First Transactions or the First
         Station shall survive the Closing of the First Transactions, and
         (B) no representation or warranty contained in this Agreement with
         respect to the Last Transactions or the Last Station shall
         terminate by reason of the Closing of the First Transactions or
         survive the Closing of the Last Transactions;

         (iv) all covenants and agreements of the Parties contained in the
         Agreement to the extent relating to the First Transactions which,
         in accordance with their respective terms, are to be performed and
         complied with (A) prior to or at the Closing shall be of no
         further force or effect after the Closing of the First
         Transactions or (B) on or prior to the Closing Date shall be of no
         further force or effect after the Closing Date of the First
         Transactions, in each case, solely to the extent relating to the
         First Transactions; provided that no Party hereto shall be
         relieved of any liability hereunder for any wilful breach of its
         obligations hereunder;

         (v)      all covenants and agreements of the Parties contained in the
         Agreement to the extent relating to the First Transactions which, in
         accordance with their respective terms, are to be performed and
         complied with (A) after the Closing Date shall be performed or
         complied with after the Closing Date of the First Transactions or
         (B) after the Closing shall be performed or complied with after
         the Closing of the First Transactions, in each case, solely to the
         extent relating to the First Transactions;

         (vi) all covenants and agreements of the Parties contained in the
         Agreement to the extent relating to the Last Transactions which,
         in accordance with their respective terms, are to be performed and
         complied with (A) prior to or at the Closing shall be of no
         further force or effect after the Closing of the Last Transactions
         or (B) on or prior to the Closing Date shall be of no further
         force or effect after the Closing Date of the Last Transactions,
         in each case, solely to the extent relating to the Last
         Transactions; provided that no Party hereto shall be relieved of
         any liability hereunder for any wilful breach of its obligations
         hereunder;

         (vii) all covenants and agreements of the Parties contained in the
         Agreement to the extent relating to the Last Transactions which,
         in accordance with their respective terms, are to be performed and
         complied with (A) after the Closing Date shall be performed or
         complied with after the Closing Date of the Last Transactions or
         (B) after the Closing shall be performed or complied with after
         the Closing of the Last Transactions, in each case, solely to the
         extent relating to the Last Transactions, it being understood that
         no Party shall have any obligation to perform or comply with any
         such covenant or agreement after the Closing Date or the Closing
         of the First Transaction and prior to or at the Closing Date or
         the Closing of the Last Transaction; and

         (viii) all conditions to the respective obligations of the Parties
         to effect the transactions contemplated by this Agreement and set
         forth in Article VII shall, from and after the Closing of the
         First Transaction, be of no further force or effect with respect
         to the First Transaction."

                  Section 1.3  Relationship of the Agreement and the Related
Purchase Agreements.  Section 3.9 of the Agreement is hereby amended by
deleting such Section in its entirety.

                  Section 1.4  Employees.

                           (a) Section 6.8(g) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "(g) As soon as practicable, and in any event within ninety (90)
         days after the Closing Date, Buyer shall establish or make
         available to Transferred Union Employees a defined contribution
         pension plan (or plans) and trust (or trusts) intended to qualify
         under Sections 401(a) and 501(a) of the Code (such plan or plans
         referred to as "Buyer's Savings Plan") in which all Transferred
         Union Employees shall be eligible to participate as of the later
         of the Closing Date or the Buyer's Savings Plan's effective date.
         Buyer's Savings Plan shall provide for deferral options and
         employer matching contributions with respect to the Transferred
         Union Employees who are participants in the Conectiv Savings &
         Investment Plan and the Atlantic City Electric Co. Savings Plan B
         (collectively, "Seller's Savings Plans") as of the Closing Date
         (such employees, the "Transferred Savings Employees") that are no
         less favorable than those provided as of immediately prior to the
         Closing Date to the Transferred Savings Employees under the
         Seller's Savings Plans. Buyer shall provide a make-whole payment
         outside of Buyer's Savings Plan to reflect lost matching
         contributions on account of any delay in enrollment to any
         Transferred Employee who enrolls in Buyer's Savings Plan within
         the first thirty (30) days after the Closing. Contributions to the
         Seller's Savings Plans with respect to the Transferred Savings
         Employees shall cease effective as of the Closing Date, subject to
         Section 6.8(l). Each Transferred Savings Employee shall be
         afforded the option of transferring his or her account balance
         into the Buyer's Savings Plan; provided, however, that if Seller
         is able to obtain a favorable ruling from the Internal Revenue
         Service to the effect that the consummation of the transactions
         contemplated hereby shall constitute a sale of substantially all
         of the assets used in a trade or business within the meaning of
         Section 401(k)(10) of the Code, each Transferred Savings Employee
         shall be afforded the option of rolling over his or her account
         balance into the Buyer's Savings Plan. Such transfers or rollovers
         shall satisfy the requirements of Section 414(l) of the Code and
         Section 208 of ERISA and shall be in the form of cash or other
         property, as Seller and Buyer shall mutually agree prior to such
         transfer or rollover. Each Transferred Savings Employee shall be
         treated as a terminated employee, and shall be afforded the
         opportunity to receive a distribution from Seller's Savings Plans,
         to elect a direct rollover of such distribution into Buyer's
         Savings Plan, or to leave his or her account balance in Seller's
         Savings Plans (if such balance exceeds $5,000). Any such
         rollovers shall satisfy the requirements of Section 208 of ERISA
         and shall be in the form of cash or other property, as Seller and
         Buyer shall mutually agree prior to such rollover. Prior to such
         rollover, Buyer will provide Seller with such documents and other
         information as Seller shall reasonably request to assure itself
         that Buyer's Savings Plan and the trust or trusts established
         pursuant thereto contain participant loan provisions and
         procedures necessary to effect the orderly transfer of participant
         loan balances associated with the rollover. Notwithstanding
         anything in this Section 6.8(f) to the contrary, no such rollover
         shall take place unless and until Seller has received written
         evidence of the adoption of Buyer's Savings Plan and the trust (or
         trusts) thereunder by Buyer and either (A) a copy of a favorable
         determination letter issued by the Internal Revenue Service and
         satisfactory to Seller's counsel with respect to Buyer's Savings
         Plan or (B) an opinion, satisfactory to Seller's counsel, of
         Buyer's counsel to the effect that the terms of Buyer's Savings
         Plan and its related trust or trusts qualify under Sections 401(a)
         and 501(a) of the Code. Buyer and Seller shall provide each other
         with such records and information as may be necessary or
         appropriate to carry out their obligations under this Section
         6.8(f) for the purposes of administration of Buyer's Savings Plan,
         and they shall cooperate in the filing of documents required by
         the transactions described herein."

                           (b) Section 6.8 of the Agreement is hereby
amended to include the following additional provisions:

         "(k) Within sixty (60) days after the Closing, Seller shall (a)
         provide Buyer with a written statement setting forth the number of
         unused hours of vacation, accrued vacation, carryover vacation,
         perfect attendance holidays and floating holidays accrued during
         the period commencing on January 1 of the year during which the
         Closing occurs and ending on the day immediately preceding the
         Closing Date ("Accrued and Unused Vacation") for Transferred
         Non-Union Employees and (b) transfer funds to Buyer in an amount
         sufficient to pay for Accrued and Unused Vacation, such amount to
         be based on the wages and salaries of Transferred Non-Union
         Employees in effect on the day immediately preceding the Closing
         Date; provided that, upon receipt of notice from Seller, Buyer
         shall promptly reimburse Seller for any and all payments in
         respect of Accrued and Unused Vacation made by Seller to
         Transferred Non-Union Employees after the Closing, whether as the
         result of any suit, action or proceeding, or otherwise. From and
         after the Closing, Buyer shall recognize the right of Transferred
         Employees to Accrued and Unused Vacation during the remainder of
         the year during which the Closing occurs and, with respect to
         Transferred Union Employees, in accordance with the applicable IBEW
         Collective Bargaining Agreement and applicable Law.

         (l) In the event that the Closing Date occurs on any day other
         than the day immediately following the day on which any regular
         pay period of Seller relating to any Transferred Employees ends,
         then, notwithstanding Buyer's obligations hereunder, in order to
         accommodate Buyer's request, Seller shall, in respect of such
         period, (i) pay to such Transferred Employees the salary or wages
         to which such Transferred Employees are entitled, (ii) pay to the
         applicable Governmental Authorities all required amounts in
         respect of payroll and similar withholding Taxes relating to such
         salaries and wages, and (iii) make any regular deposits or
         contributions, including deposits or contributions of matching
         funds to Seller's Benefit Plans on behalf of such Transferred
         Employees. Buyer shall, within 30 days after the Closing,
         reimburse Seller for all amounts in respect of such salaries,
         wages, Taxes, deposits and contributions to the extent relating to
         the period from and after the Closing Date."

                  Section 1.5 Environmental Matters.

                           (a) Section 6.10(c)(i) is hereby amended as
follows:

                                            (i) by adding, at the beginning
of the first sentence, the phrase "Except as set forth in subsection (iii)
below, "; and

                                            (ii) by deleting the phrase at the
         beginning of second sentence, "Notwithstanding anything to the
         contrary herein," and replacing it with the phrase
         "Notwithstanding anything to the contrary herein, and subject to
         Section 6.10(c)(iii),".

                           (b) Section 6.10(c) is hereby amended to include
the following additional provision:

         "(iii) Notwithstanding the above, Seller, to the extent authorized
         by the NJDEP, shall be responsible for compliance with ISRA after
         the Closing with respect to the Main Substation Yard and the
         Distribution Substation Yard for the Deepwater Station and shall
         be responsible for the costs incurred in connection with such
         compliance, provided, that Buyer shall reimburse Seller for all
         costs or Indemnifiable Losses incurred to the extent that such
         costs or Indemnifiable Losses arise in connection with the
         investigation or Remediation of contamination arising from or
         relating to assets (including the oil filter house and the
         subsurface vault located in the Main Substation Yard) other than
         the Transmission Assets."

                           (c) Section 6.15(a) is hereby amended by
renumbering such section as Section 6.15(a)(i).

                           (d) Section 6.15(a) is hereby amended to include
the following additional provision:

         "(ii) In furtherance, but not in limitation of Section 3.1(b), if
         the B.L. England Station and the Deepwater Station are not
         transferred to Buyer at the same time, the SO2 Allowances and NOx
         Emission Allowances that have been allocated to or are otherwise
         related to the Last Station, as set forth on Schedules 2.1(g) and
         2.1(h), shall not be transferred to Buyer and shall remain the
         property of Seller until such time as the Last Station is
         transferred to Buyer. In addition, in calculating whether Seller
         owes Buyer additional Emission Allowances as a result of Seller's
         operation of the Stations prior to the Closing or whether Buyer
         owes Seller additional Emission Allowances, as set forth in
         Section 6.15(b), the Parties shall not make any such calculations
         with respect to the Last Station until such time as the Last
         Station is transferred to Buyer; provided that nothing herein is
         intended to relieve the Parties from their obligations to make
         such calculations with respect to the First Station."

                           (e) Section 6.15(b)(ii) is hereby amended and
restated in its entirety to read as follows:

         "(ii)    Initial Additional NOx Emission Allowances.

                  (A) Seller shall provide Initial Additional NOx Emission
         Allowances to Buyer based on the following formula: (1) Seller's
         emissions of NOx (in tons) from the units subject to the NOx
         Budget Program of New Jersey for the period of the year from and
         including May 1 of the year in which the transaction closes up to
         but not including the Closing Date, or September 30 of said year,
         whichever comes first; minus (2) Seller's Initial Prorated NOx
         Emission Allowances. Seller's Initial Prorated NOx Emission
         Allowances shall be determined by adding all of the NOx Emission
         Allowances set forth on Schedule 6.15(b)(ii) from and including
         May 1 of the year the transaction closes up to but not including
         the Closing Date, or September 30 of the year the transaction
         closes, whichever comes first. If the result of this calculation
         is less than zero, then Buyer shall transfer to Seller an amount
         of Initial Additional NOx Emission Allowances equal to the
         absolute value of the result of the calculation set forth in this
         subsection.

                  (B) If Schedule 6.15(b)(ii) and Schedule 6.15(b)(iii) are
         not finalized as of the date of the execution of this Agreement,
         Seller hereby covenants to act in good faith to promptly prepare
         such schedules after the relevant Governmental Authority finalizes
         the initial allocation of NOx Emission Allowances for the year
         2001. Schedule 6.15(b)(ii) shall be prepared as follows. First,
         Seller shall develop a projection of its NOx emissions for each of
         the Purchased Assets for each calendar day from May 1, 2001 to and
         including September 30, 2001. Second, Seller shall take the NOx
         Emission Allowances set forth on Schedule 2.1(g) for each
         Purchased Asset for the year 2001 and allocate the NOx Emission
         Allowances to each calendar day for the period May 1, 2001 to and
         including September 30, 2001, so that for each such calendar day,
         the ratio of said NOx Emission Allowances to the total number of
         NOx Emission Allowances for the Purchased Asset set forth on
         Schedule 2.1(g) for the year 2001 shall equal the ratio of the
         projected NOx emissions for each such calendar day to the total
         number of projected NOx emissions for the Purchased Asset for the
         period May 1, 2001 to and including September 30, 2001. When
         completed, Schedule 6.15(b)(ii) shall be a day-by-day schedule of
         NOx Emission Allowances for each of the Purchased Assets. The
         final form and substance of Schedule 6.15(b)(ii) shall be subject
         to the agreement of Seller and Buyer, acting in good faith,
         consistent with the terms of this subsection. Schedule
         6.15(b)(iii) shall be based on the ratios calculated in connection
         with the development of Schedule 6.15(b)(ii)."

                           (f)      Section 6.15(b)(iii) is hereby amended by
renumbering such section as Section 6.15(b)(iv) and is hereby amended and
restated in its entirety to read as follows:

         "(iv) If it appears with respect to any Station that the Closing
         of the transactions contemplated by this Agreement will not occur
         until after December 31, 2001, Seller shall prepare with respect
         to such Station schedules that will accomplish the same purpose as
         Schedules 6.15(b)(i), 6.15(b)(ii) and 6.15(b)(iii) for calendar
         year 2002 (or such other calendar year(s) in which the transaction
         closes). Such schedules shall be prepared consistent with the
         terms of Section 6.15(b)."

                           (g) Section 6.15(b) is hereby amended to include the
following additional provision:

         "(iii) Supplemental Prorated NOx Emission Allowances The
         Supplemental Prorated NOx Emission Allowances shall be determined
         as follows: (A) if the Closing of the B.L. England Station
         Transactions occurs at a time other than at the time of the
         Closing of the Deepwater Station Transactions, the number of NOx
         Emission Allowances issued to Seller by the NJDEP after the
         Closing Date, during the year of the Closing, shall be multiplied
         by 18.5%; (B) the product calculated in (A) shall be multiplied by
         86%.; (C) the percentages on Schedule 6.15(b)(iii) shall be added
         from and including May 1 of the year the transaction closes up to
         but not including the Closing Date, or September 30 of the year
         the transaction closes, whichever comes first; and (D) the number
         of NOx Emission Allowances calculated in (B) shall be multiplied
         by the percentage calculated in (C). Seller shall retain the
         Supplemental Prorated NOx Emission Allowances. If B.L. England
         Station is later transferred to Buyer, Supplemental Prorated NOx
         Emission Allowances with respect to B.L. England Station shall be
         determined using the same formula, with the exception that in (A),
         NOx Emission Allowances issued to Seller by the NJDEP after the
         Closing Date, during the year of the Closing, shall be multiplied
         by 81.5%."

                           (h) Section 6.15(c) is hereby amended and restated
in its entirety to read as follows:

         "Buyer shall deliver to Seller, within thirty (30) days after
         Closing, a statement indicating the amount of SO2 Allowances and
         Initial Additional NOx Emission Allowances it is owed, or that it
         owes Seller, in accordance with the formulas set forth in
         subsections (b)(i) and (ii), respectively (the "Statement"). The
         Statement shall be based on verified CEMs data for SO2 and NOx and
         shall include sufficient information to be evaluated by Seller. In
         the event that Seller is in disagreement with the Statement,
         Seller shall, within ten (10) calendar days after receipt of the
         Statement, notify Buyer of such disagreement setting forth with
         specificity the nature of such disagreement. If Seller fails to
         notify Buyer of all disagreements within the ten (10) calendar
         days provided for herein, then the Statement, as delivered by
         Buyer pursuant to Section 6.15(c), shall be final, binding and
         conclusive on the Parties hereto and the Party owing SO2
         Allowances and/or Initial Additional NOx Emission Allowances to
         the other Party shall transfer such SO2 Allowances and/or Initial
         Additional NOx Emission Allowances (or make a payment in lieu of
         transferring such Emissions Allowances in accordance with Section
         6.15(d)). If Seller is in disagreement with the Statement and
         notifies Buyer within such ten (10) calendar day period, then the
         Parties shall promptly attempt to resolve such disagreement by
         negotiation. If the Parties are unable to resolve such
         disagreements within fifteen (15) calendar days following such
         notice of disagreement, the Parties shall appoint an Independent
         Accounting Firm within thirty (30) calendar days following such
         notice, which shall review the Statement and any additional
         information related to the Statement submitted by either of the
         Parties and shall determine the amount of SO2 Allowances and/or
         Initial Additional NOx Emission Allowances owed by either of the
         Parties. Resolution of any such disagreements shall be made by the
         Independent Accounting Firm in a writing addressed to all Parties
         within thirty (30) calendar days following referral to it by the
         Parties of such disagreements in accordance with this Agreement.
         The findings of such Independent Accounting Firm shall be final,
         binding and conclusive on the Parties. All costs and fees of the
         Independent Accounting Firm shall be borne by Buyer and Seller
         equally."

                           (i) Section 6.15(d) is hereby amended and restated
in its entirety to read as follows:

         "The Party or Parties owing SO2 Allowances and/or Initial
         Additional NOx Emission Allowances calculated pursuant to this
         Section shall transfer the number of SO2 Allowances and/or Initial
         Additional NOx Emission Allowances owed to the other Party by no
         later than thirty (30) days prior to the dates by which Buyer must
         have sufficient SO2 Allowances and/or Initial Additional NOx
         Emission Allowances in its compliance accounts in order to comply
         with Title IV of the federal Clean Air Act or the NOx Budget
         Program of New Jersey. The NOx Emission Allowances and SO2
         Allowances transferred hereunder shall have a vintage year that is
         the same as the year the transaction closes or, solely in the case
         of SO2 Allowances, a prior vintage year, unless the Party that is
         owed such Emission Allowances waives such requirement in writing.
         If the Party owing SO2 Allowances and/or Initial Additional NOx
         Emission Allowances does not or cannot meet this provision, the
         other Party shall be entitled to (i) acquire SO2 Allowances and/or
         NOx Emission Allowances equal to the number of additional SO2
         Allowances and/or Initial Additional NOx Emission Allowances
         calculated pursuant to this Section and (ii) seek compensation
         from the owing Party for the cost of acquiring such additional SO2
         Allowances and/or NOx Emission Allowances, respectively
         ("Allowance Cost"), which shall be calculated based on the market
         price for such allowances as of the date such allowances are
         purchased; provided, that a Party that is owed SO2 Allowances
         and/or Initial Additional NOx Emission Allowances and has the
         right to purchase such Emission Allowances pursuant to this
         Section must purchase such Emission Allowances no later than 180
         days after the date(s) by which the owing Party was to provide
         such Emission Allowances to the owed Party, as set forth in the
         first sentence of this subsection, in order to be entitled to
         receive compensation under this subsection. The Party that has the
         right to purchase SO2 Allowances and/or NOx Emission Allowances
         pursuant to this Section shall also be entitled to receive simple
         interest at the Prime Rate on the Allowance Cost, which shall
         accrue from the date(s) payment is due as provided in the
         following sentence through and including the date of payment by
         the owing Party. Payment shall be made no later than thirty (30)
         days after the owing Party receives an invoice from the owed Party
         for compensation, which invoice shall specify the market price of
         the Emissions Allowances acquired by the owed Party; provided,
         that the owing Party shall not be obligated to make such payment
         if it disputes the amount of compensation claimed by the owed
         Party within fifteen (15) days after receipt of the invoice from
         the owed Party. Any disputes concerning the compensation owed to
         Buyer under Section 6.15(d) shall be resolved through good faith
         negotiations between the Parties. Buyer and Seller shall be
         obligated to act reasonably to mitigate the Allowance Cost as set
         forth herein. Furthermore, notwithstanding anything to the
         contrary herein, Seller shall have no obligation to indemnify
         Buyer for any penalties or fines or other costs or expenses
         related to Buyer's failure to comply with the legal requirements
         of Title IV of the Clean Air Act or the NOx Budget Program of New
         Jersey."

                  Section 1.6  Reimbursement of Certain Metering Expenses.
Section 6.17 of the Agreement is hereby amended and restated in its entirety
to read as follows:

         "From and after the Closing, Buyer shall (a) reimburse Seller for
         reasonable amounts expended by Seller on or prior to June 30, 2002
         in connection with the installation, renovation or improvement of
         revenue quality meters and related equipment up to an aggregate
         amount of $1,500,000; and (b) cooperate with Seller as fully as
         reasonably possible in order to facilitate Seller's installation,
         renovation or improvement of revenue quality meters and related
         equipment to the extent that such installation, renovation or
         improvement requires that Seller gain access to the Real Property
         after the Closing Date. From the Closing Date through the date on
         which the installation, renovation or improvement of revenue
         quality meters is completed, the interim metering methodology set
         forth on Exhibit M to this Agreement shall be used to compensate
         ACE for station loads and losses occurring from the Closing Date
         through such date."

                  Section 1.7 Conditions to the Obligations of Buyer.
Section 7.1(j) of the Agreement is hereby amended and restated in its
entirety to read as follows:

         "The ACE 400 MWh Energy Purchase Confirmation and the ACE 400 MW
         Capacity Purchase Confirmation shall have been terminated in all
         respects with no further Liability on the part of Buyer or any
         Affiliate of Buyer, and Buyer shall have received evidence of such
         termination in form and substance reasonably satisfactory to
         Buyer."

                  Section 1.8 Conditions to the Obligation of Seller.
Section 7.2(i) of the Agreement is hereby amended and restated in its
entirety to read as follows:

         "The ACE 400 MWh Energy Purchase Confirmation and the ACE 400 MW
         Capacity Purchase Confirmation shall have been terminated in all
         respects with no further Liability on the part of Seller or any
         Affiliate of Seller, and Seller shall have received evidence of
         such termination in form and substance reasonably satisfactory to
         Seller."

                  Section 1.9  Certain Termination Provisions.  Section 9.1(b)
of the Agreement is hereby amended and restated in its entirety to read as
follows:

                  "This Agreement may be terminated by Seller, on the one
         hand, or Buyer, on the other hand, upon written notice to the
         other Party, (i) at any time prior to the Closing if any court of
         competent jurisdiction shall have issued an order, judgment or
         decree permanently restraining, enjoining or otherwise prohibiting
         the Closing, and such order, judgment or decree shall have become
         final and nonappealable; (ii) at any time prior to the Closing if
         any Law shall have been enacted or issued by any Governmental
         Authority which, directly or indirectly, prohibits the
         consummation of the transactions contemplated by this Agreement or
         by any Additional Agreement; or (iii) solely with respect to the
         Deepwater Station Transactions, at any time after October 31,
         2001, if the Closing of the Deepwater Station Transactions shall
         not have occurred on or before such date; and solely with respect
         to the B.L. England Station Transactions, at any time after
         December 31, 2001, if the Closing of the B.L. England Station
         Transactions shall not have occurred on or before such date;
         provided, however, that the right to terminate this Agreement
         under this Section 9.1(b)(iii) shall not be available to any Party
         whose breach of this Agreement has caused, or resulted in, the
         failure of the Closing to occur on or before such date."

                  Section 1.10 Effect of Termination.  Section 9.2 of the
Agreement is hereby amended and restated in its entirety to read as follows:

                  "Upon termination of this Agreement prior to the Closing
         pursuant to Section 9.1, this Agreement shall be null and void and
         of no further force or effect (except that the provisions set
         forth in Section 6.3, this Section 9.2 and Article X, and the
         Confidentiality Agreement, shall remain in full force and effect
         in accordance with their respective terms); and no Party shall
         have any further Liability under this Agreement (other than for
         any wilful breach of its obligations hereunder), provided however,
         that, in the event that this Agreement is terminated pursuant to
         Section 9.1(b)(iii) with respect to the B.L. England Station
         Transactions or the Deepwater Station Transactions, but not both,
         the preceding sentence shall apply to the First Transactions and
         the First Station for which this Agreement shall have been so
         terminated, but shall remain in full force and effect for the Last
         Transactions and Last Station."

                  Section 1.11  No Survival.  Section 10.6 of the Agreement is
hereby amended and restated in its entirety to read as follows:

                  "Subject to Section 3.1(b), no representation or warranty
         contained in this Agreement shall survive the delivery of the
         Limited Warranty Deeds and the Closing. Subject to Section 3.1(b),
         the covenants and agreements of the Parties contained in this
         Agreement shall survive the Closing in accordance with their
         respective terms."


                                 ARTICLE II

                 Release, Waiver and Additional Provisions

                  Section 2.1 Release and Waiver of Claims Against
Seller Parties.

                           (a) Buyer and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Seller and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Seller
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all claims, demands, debts,
losses, costs, expenses, proceedings, judgments, damages, actions, causes
of action, suits, contracts, agreements, obligations, accounts and
liabilities of any kind or character whatsoever, known or unknown,
suspected or unsuspected, in contract or in tort, at law or in equity
("Claims"), that the Buyer or any of its Affiliates alone or with any other
Person had, now has, or might hereafter have against the Seller Parties or
any of them jointly and/or severally, for or by reason of any matter,
circumstance, event, action, omission, cause or thing whatsoever occurring
or existing on or before the date of this Amendment, arising under,
relating to or in connection with the Agreement (or any of the Exhibits or
Schedules thereto) and which are set forth in Schedule 2.1 to this
Amendment.

                           (b) Buyer hereby represents and warrants to
Seller that, as of the date of this Amendment, to Buyer's knowledge, Buyer
does not have any Claims against any Seller Party, other than as set forth
in Schedule 2.1 to this Amendment, which Claims have been released and
waived pursuant to Section 2.1(a).

                  Section 2.2  Release and Waiver of Claims Against Buyer
Parties.

                           (a) Seller and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Buyer and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Buyer
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all Claims, that the Seller
or any of its Affiliates alone or with any other Person had, now has, or
might hereafter have against the Buyer Parties or any of them jointly
and/or severally, for or by reason of any matter, circumstance, event,
action, omission, cause or thing whatsoever occurring or existing on or
before the date of this Amendment, arising under, relating to or in
connection with the Agreement (or any of the Exhibits or Schedules thereto)
and which are set forth in Schedule 2.2 to this Amendment.

                           (b) Seller hereby represents and warrants to
Buyer that, as of the date of this Amendment, to Seller's knowledge, Seller
does not have any Claims against any Buyer Party, other than as set forth
in Schedule 2.2 to this Amendment, which Claims have been released and
waived pursuant to Section 2.2(a).

                  Section 2.3 Disclosed Matters. Pursuant to Section 6.7 of
the Agreement, Buyer and Seller hereby acknowledge and agree that the
supplemental or amended disclosure set forth in the Schedules to the
Agreement being delivered by Seller to Buyer contemporaneously with this
Amendment and dated as of the date hereof shall, for purposes of the
Agreement, as amended hereby, including for purposes of determining whether
the conditions to Closing set forth in Article VII of the Agreement are
satisfied, be deemed to have been disclosed as of January 18, 2000.


                                ARTICLE III

                          Miscellaneous Provisions

                  Section 3.1 Amendment and Modification. Subject to
applicable Law, this Amendment may be amended, supplemented or otherwise
modified only by written agreement entered into by all Parties.

                  Section 3.2 Waiver of Compliance; Consents. To the extent
permitted by applicable Law, any failure of any of the Parties to comply
with any covenant, agreement or condition set forth herein may be waived by
the Party entitled to the benefit thereof only by a written instrument
signed by such Party, but any such waiver shall not operate as a waiver of,
or estoppel with respect to, any prior or subsequent failure to comply
therewith.

                  Section 3.3  Notices.  All notices and other communications
hereunder shall be in writing and shall be given in accordance with Section
10.8 of the Agreement.

                  Section 3.4 Assignment. This Amendment shall be binding
upon and inure to the benefit of the Parties and their respective
successors and permitted assigns, but neither this Amendment nor any of the
rights, interests, obligations or remedies hereunder shall be assigned by
any Party hereto, including by operation of law, without the prior written
consent of the other Parties, nor is this Amendment intended to confer upon
any other Person any rights, interests, obligations or remedies hereunder.
Without limiting the generality of the foregoing, no provision of this
Amendment shall create any third-party beneficiary rights in any Employee
or former employee of Seller (including any beneficiary or dependent
thereof) in respect of continued employment or resumed employment, and no
provision of this Amendment shall create any rights in any such Persons in
respect of any benefits that may be provided, directly or indirectly, under
any employee benefit plan or arrangement except as expressly provided for
thereunder. Notwithstanding the foregoing, (i) Seller may assign all or any
portion of its rights, interests, obligations and remedies hereunder to
Conectiv, a Delaware corporation, or any of Conectiv's wholly owned
subsidiaries; provided, however, that no such assignment shall (A)
materially impair or delay the consummation of the transactions
contemplated hereby or by the Agreement or (B) relieve or discharge Seller
from any of its obligations hereunder or under the Agreement; and (ii)
Buyer may assign all or any portion of its rights, interests, obligations
and remedies hereunder to (A) any of its wholly owned subsidiaries or (B) a
trustee, lending institution or other Person solely for purposes of
financing the transactions contemplated hereby; provided, however, that no
such assignment shall (A) materially impair or delay the consummation of
the transactions contemplated hereby or by the Agreement or (B) relieve or
discharge Buyer from any of its obligations hereunder or under the
Agreement.

                  Section 3.5 Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of
Delaware (without giving effect to conflicts of law principles) as to all
matters, including validity, construction, effect, performance and
remedies. Venue in any and all suits, actions and proceedings related to
the subject matter of this Amendment shall be in the state and federal
courts located in and for the State of Delaware (the "Courts"), which shall
have exclusive jurisdiction for such purpose, and the Parties hereby
irrevocably submit to the exclusive jurisdiction of such courts and
irrevocably waive the defense of an inconvenient forum to the maintenance
of any such suit, action or proceeding. Service of process may be made in
any manner recognized by such Courts. Each of the Parties hereby
irrevocably waives its right to a jury trial arising out of any dispute in
connection with this Amendment or the transactions contemplated hereby.

                  Section 3.6 Counterparts. This Amendment may be executed
in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                  Section 3.7 Interpretation. The article and section
headings contained in this Amendment are solely for the purpose of
reference, are not part of the agreement of the parties and shall not in
any way affect the meaning or construction of this Amendment. Ambiguities
and uncertainties in the wording of this Amendment shall not be construed
for or against any Party, but shall be construed in the manner that most
accurately reflects the Parties' intent as of the date of this Amendment.
Each Party acknowledges that it has been represented by counsel in
connection with the review and execution of this Amendment, and,
accordingly, there shall be no presumption that this Amendment or any
provision hereof be construed against the Party that drafted this
Amendment.

                  Section 3.8 Effect; Entire Agreement. Except as amended,
supplemented or otherwise modified by this Amendment, the Agreement shall
remain in full force and effect, and the valid and binding obligation of
each Party. The Agreement, as amended hereby (including the Schedules and
Exhibits thereto), together with the Confidentiality Agreement, the ACE
Related Purchase Agreement, as amended, and the DP&L Related Purchase
Agreements, as amended, embody the entire agreement and understanding of
the Parties hereto and thereto in respect of the transactions contemplated
by the Agreement, as amended hereby, the Additional Agreements, the ACE
Related Purchase Agreement, as amended, and the DP&L Related Purchase
Agreements, as amended, and supersedes all prior agreements and
understandings between or among the Parties with respect to the
transactions contemplated hereby or thereby.





                          [Signature Page Follows]


                  IN WITNESS WHEREOF, the Parties have caused this
Amendment to be duly executed and delivered as of the date and year first
written above.

                                    ATLANTIC CITY ELECTRIC COMPANY


                                    By:  /s/ Philip S. Reese
                                       --------------------------------------
                                          Philip S. Reese
                                          Vice President and Treasurer


                                    NRG ENERGY, INC.


                                    By:  /s/ David H. Peterson
                                       --------------------------------------
                                           David H. Peterson
                                           Chairman, President and CEO










(ACE WHOLLY OWNED STATIONS)




                                                                  EXHIBIT 2.8




                        ACE JOINTLY OWNED AGREEMENT



                                 AMENDMENT
                                   TO THE
                        PURCHASE AND SALE AGREEMENT
                               BY AND BETWEEN
                       ATLANTIC CITY ELECTRIC COMPANY
                                    AND
                              NRG ENERGY, INC.


                  AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (the
"Amendment") by and between Atlantic City Electric Company, a New Jersey
corporation ("ACE" or "Seller"), and NRG Energy, Inc., a Delaware
corporation ("Buyer"), dated as of June 22, 2001. Seller and Buyer may each
be referred to herein individually as a "Party" and collectively as the
"Parties." Capitalized terms used and not otherwise defined in this
Amendment shall have the respective meanings assigned to them in the
Agreement (as defined below).

                  WHEREAS, Seller and Buyer are Parties to that certain
Purchase and Sale Agreement, dated as of January 18, 2000 (the
"Agreement"), providing for the sale and assignment by Seller of the
Purchased Assets and the Assumed Liabilities and the purchase and
assumption by Buyer of the Purchased Assets and the Assumed Liabilities,
upon the terms and conditions set forth in the Agreement; and

                  WHEREAS, the Closing of the transactions contemplated by
the Agreement, the ACE Related Purchase Agreement and the DP&L Related
Purchase Agreements has been unexpectedly delayed; and

                  WHEREAS, as a result of the delay of the Closing, the
Parties desire to amend the Agreement as set forth herein, and the ACE
Related Purchase Agreement and the DP&L Related Purchase Agreements as set
forth in the respective amendments to such agreements, which are being
entered into simultaneously with this Amendment, to, among other things,
extend the termination date of the Agreement, the ACE Related Purchase
Agreement and the DP&L Related Purchase Agreements.

                  NOW THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Seller and Buyer
hereby agree as follows:


                                 ARTICLE I

              Amendment of Certain Provisions of the Agreement

                  Section 1.1 Relationship of the Agreement and the Related
Purchase Agreements. Section 3.9 of the Agreement is hereby amended by
deleting such Section in its entirety.

                  Section 1.2  Certain Closing Conditions.

                           (a) Section 7.1(j) of the Agreement is hereby
amended by deleting such Section in its entirety.

                           (b) Section 7.2(i) of the Agreement is hereby
amended by deleting such Section in its entirety.

                  Section 1.3 Certain Termination Provisions. Section
9.1(b) of the Agreement is hereby amended and restated in its entirety to
read as follows:

         "This Agreement may be terminated by Seller, on the one hand, or
         Buyer, on the other hand, upon written notice to the other Party,
         (i) at any time prior to the Closing if any court of competent
         jurisdiction shall have issued an order, judgment or decree
         permanently restraining, enjoining or otherwise prohibiting the
         Closing, and such order, judgment or decree shall have become
         final and nonappealable; (ii) at any time prior to the Closing if
         any Law shall have been enacted or issued by any Governmental
         Authority which, directly or indirectly, prohibits the
         consummation of the transactions contemplated by this Agreement or
         any Additional Agreement; or (iii) at any time after October 31,
         2001, if the Closing shall not have occurred on or before such
         date; provided, however, that the right to terminate this
         Agreement under this Section 9.1(b)(iii) shall not be available to
         any Party whose breach of this Agreement has caused, or resulted
         in, the failure of the Closing to occur on or before such date."


                                 ARTICLE II

                 Release, Waiver and Additional Provisions

                  Section 2.1 Release and Waiver of Claims Against Seller
Parties.

                           (a) Buyer and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Seller and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Seller
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all claims, demands, debts,
losses, costs, expenses, proceedings, judgments, damages, actions, causes
of action, suits, contracts, agreements, obligations, accounts and
liabilities of any kind or character whatsoever, known or unknown,
suspected or unsuspected, in contract or in tort, at law or in equity
("Claims"), that the Buyer or any of its Affiliates alone or with any other
Person had, now has, or might hereafter have against the Seller Parties or
any of them jointly and/or severally, for or by reason of any matter,
circumstance, event, action, omission, cause or thing whatsoever occurring
or existing on or before the date of this Amendment, arising under,
relating to or in connection with the Agreement (or any of the Exhibits or
Schedules thereto) and which are set forth in Schedule 2.1 to this
Amendment.

                           (b) Buyer hereby represents and warrants to
Seller that, as of the date of this Amendment, to Buyer's knowledge, Buyer
does not have any Claims against any Seller Party, other than as set forth
in Schedule 2.1 to this Amendment, which Claims have been released and
waived pursuant to Section 2.1(a).

                  Section 2.2 Release and Waiver of Claims Against Buyer
                              Parties.

                           (a) Seller and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Buyer and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Buyer
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all Claims, that the Seller
or any of its Affiliates alone or with any other Person had, now has, or
might hereafter have against the Buyer Parties or any of them jointly
and/or severally, for or by reason of any matter, circumstance, event,
action, omission, cause or thing whatsoever occurring or existing on or
before the date of this Amendment, arising under, relating to or in
connection with the Agreement (or any of the Exhibits or Schedules thereto)
and which are set forth in Schedule 2.2 to this Amendment.

                           (b) Seller hereby represents and warrants to
Buyer that, as of the date of this Amendment, to Seller's knowledge, Seller
does not have any Claims against any Buyer Party, other than as set forth
in Schedule 2.2 to this Amendment, which Claims have been released and
waived pursuant to Section 2.2(a).

                  Section 2.3 Disclosed Matters. Pursuant to Section 6.6 of
the Agreement, Buyer and Seller hereby acknowledge and agree that the
supplemental or amended disclosure set forth in the Schedules to the
Agreement being delivered by Seller to Buyer contemporaneously with this
Amendment and dated as of the date hereof shall, for purposes of the
Agreement, as amended hereby, including for purposes of determining whether
the conditions to Closing set forth in Article VII of the Agreement are
satisfied, be deemed to have been disclosed as of January 18, 2000.


                                ARTICLE III

                          Miscellaneous Provisions

                  Section 3.1 Amendment and Modification. Subject to
applicable Law, this Amendment may be amended, supplemented or otherwise
modified only by written agreement entered into by all Parties.

                  Section 3.2 Waiver of Compliance; Consents. To the extent
permitted by applicable Law, any failure of any of the Parties to comply
with any covenant, agreement or condition set forth herein may be waived by
the Party entitled to the benefit thereof only by a written instrument
signed by such Party, but any such waiver shall not operate as a waiver of,
or estoppel with respect to, any prior or subsequent failure to comply
therewith.

                  Section 3.3  Notices.  All notices and other communications
hereunder shall be in writing and shall be given in accordance with Section
10.8 of the Agreement.

                  Section 3.4 Assignment. This Amendment shall be binding
upon and inure to the benefit of the Parties and their respective
successors and permitted assigns, but neither this Amendment nor any of the
rights, interests, obligations or remedies hereunder shall be assigned by
any Party hereto, including by operation of law, without the prior written
consent of the other Parties, nor is this Amendment intended to confer upon
any other Person any rights, interests, obligations or remedies hereunder.
Without limiting the generality of the foregoing, no provision of this
Amendment shall create any third-party beneficiary rights in any Employee
or former employee of Seller (including any beneficiary or dependent
thereof) in respect of continued employment or resumed employment, and no
provision of this Amendment shall create any rights in any such Persons in
respect of any benefits that may be provided, directly or indirectly, under
any employee benefit plan or arrangement except as expressly provided for
thereunder. Notwithstanding the foregoing, (i) Seller may assign all or any
portion of its rights, interests, obligations and remedies hereunder to
Conectiv, a Delaware corporation, or any of Conectiv's wholly owned
subsidiaries; provided, however, that no such assignment shall (A)
materially impair or delay the consummation of the transactions
contemplated hereby or by the Agreement or (B) relieve or discharge Seller
from any of its obligations hereunder or under the Agreement; and (ii)
Buyer may assign all or any portion of its rights, interests, obligations
and remedies hereunder to (A) any of its wholly owned subsidiaries or (B) a
trustee, lending institution or other Person solely for purposes of
financing the transactions contemplated hereby; provided, however, that no
such assignment shall (A) materially impair or delay the consummation of
the transactions contemplated hereby or by the Agreement or (B) relieve or
discharge Buyer from any of its obligations hereunder or under the
Agreement.

                  Section 3.5 Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of
Delaware (without giving effect to conflicts of law principles) as to all
matters, including validity, construction, effect, performance and
remedies. Venue in any and all suits, actions and proceedings related to
the subject matter of this Amendment shall be in the state and federal
courts located in and for the State of Delaware (the "Courts"), which shall
have exclusive jurisdiction for such purpose, and the Parties hereby
irrevocably submit to the exclusive jurisdiction of such courts and
irrevocably waive the defense of an inconvenient forum to the maintenance
of any such suit, action or proceeding. Service of process may be made in
any manner recognized by such Courts. Each of the Parties hereby
irrevocably waives its right to a jury trial arising out of any dispute in
connection with this Amendment or the transactions contemplated hereby.

                  Section 3.6 Counterparts. This Amendment may be executed
in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                  Section 3.7 Interpretation. The article and section
headings contained in this Amendment are solely for the purpose of
reference, are not part of the agreement of the parties and shall not in
any way affect the meaning or construction of this Amendment. Ambiguities
and uncertainties in the wording of this Amendment shall not be construed
for or against any Party, but shall be construed in the manner that most
accurately reflects the Parties' intent as of the date of this Amendment.
Each Party acknowledges that it has been represented by counsel in
connection with the review and execution of this Amendment, and,
accordingly, there shall be no presumption that this Amendment or any
provision hereof be construed against the Party that drafted this
Amendment.

                  Section 3.8 Effect; Entire Agreement. Except as amended,
supplemented or otherwise modified by this Amendment, the Agreement shall
remain in full force and effect, and the valid and binding obligation of
each Party. The Agreement, as amended hereby (including the Schedules and
Exhibits thereto), together with the Confidentiality Agreement, the DP&L
Related Purchase Agreement, as amended, and the ACE Related Purchase
Agreements, as amended, embody the entire agreement and understanding of
the Parties hereto and thereto in respect of the transactions contemplated
by the Agreement, as amended hereby, the Additional Agreements, DP&L
Related Purchase Agreement, as amended, and the ACE Related Purchase
Agreements, as amended, and supersedes all prior agreements and
understandings between or among the Parties with respect to the
transactions contemplated hereby or thereby.



                          [Signature Page Follows]



                  IN WITNESS WHEREOF, the Parties have caused this
Amendment to be duly executed and delivered as of the date and year first
written above.

                                    ATLANTIC CITY ELECTRIC COMPANY


                                    By:  /s/ Philip S. Reese
                                       ---------------------------------------
                                          Philip S. Reese
                                          Vice President and Treasurer


                                    NRG ENERGY, INC.


                                    By:  /s/ David H. Peterson
                                       ---------------------------------------
                                           David H. Peterson
                                           Chairman, President and CEO










                        (ACE JOINTLY OWNED STATIONS)

                                                                 EXHBIT 99.1





[GRAPHIC OMITTED]





June 25 2001
Contacts:Ted Caddell, Public Affairs; 302-283-5811
Bob Marshall, Investor Relations; 302-429-3164

CONECTIV ANNOUNCES SALE OF BASE-LOAD PLANTS TO NRG
 New Mid-Merit Generation and Power Purchase Agreements Ensure Reliability

WILMINGTON, Del. - Conectiv (NYSE:CIV) today announced its Delmarva Power &
Light Company subsidiary has completed the sale of approximately 1,081
megawatts of baseload coal-fired generation to subsidiaries of NRG Energy.

As part of its strategic focus on the 'mid-merit' generation market in the
mid-Atlantic region, Conectiv will retain approximately 2,000 megawatts of
mid-merit and peaking generation in the PJM power pool. The company is
driving forward to establish a market leading position in the mid-merit
segment, with the goal of adding a total of 4,000 megawatts of mid-merit
generation by 2004. Conectiv's mid-merit power plants come on line quickly
and produce electricity when demand is high, and can be stopped quickly
when demand drops.

Delmarva Power entered into both short- and long-term purchase power
contracts with NRG to provide energy and capacity for the Delmarva
Peninsula.

In addition to the retention of 2,000 megawatts of mid-merit generation,
the company is currently well into a $300 million, 550 megawatt expansion
of the Hay Road plant. The first combustion turbine at that plant, which
will produce 116 megawatts, began commercial operation in early June.

"Our decision to concentrate on mid-merit plants, such as the Hay Road
expansion project, coupled with the power purchase arrangements we have put
in place all mean one thing for Conectiv customers - a steady and reliable
supply of electricity into the future," according to Conectiv President Tom
Shaw.

The sales announced today cover the Indian River Power Plant near
Millsboro, Del.; the Vienna Power Plant near Vienna, Md., and minority
interests in the Keystone and Conemaugh coal-fired plants in Pennsylvania.
Excluding inventory adjustments and other items, Conectiv received
approximately $630 million in cash for the plants. An after-tax gain of
approximately $170 million to $175 million is expected to be recognized in
Conectiv's second quarter 2001 earnings as a result of the sales. Proceeds
are expected to be used to repay debt and to fund Conectiv's mid-merit
construction program.

                                  (more)


As previously announced, Delmarva Power and Atlantic City Electric, also a
Conectiv subsidiary, entered into purchase and sale agreements with NRG in
January 2000 for the sale of approximately 1,900 megawatts of generation
assets, including the 1,081 sold to NRG. Consummation of the sales is
conditioned upon, among other things, receipt of required regulatory
approvals. Because the parties have not yet received the required approval
of the New Jersey Board of Public Utilities for Atlantic City Electric's
generation assets, those sales were not consummated simultaneously with the
Delmarva Power assets, as originally contemplated by Conectiv and NRG.
Subject to receipt of the New Jersey Board of Public Utilities approval,
Conectiv expects the sale of certain Atlantic City Electric assets to take
place during 2001.

In connection with the sale of the Delmarva Power assets, Conectiv and NRG
amended the purchase and agreements, among other reasons, to permit
separate closings of the sales of the Delmarva Power and Atlantic City
Electric assets.

                                   #####

Conectiv, a Fortune 500 company headquartered in Wilmington, DE, is focused
on two core energy businesses. Conectiv Power Delivery provides safe,
reliable, and affordable energy service to more than one million customers
in New Jersey, Delaware, Maryland, and Virginia. Conectiv Energy uses a
sophisticated power-trading unit to optimize the value of a growing
portfolio of mid-merit power plants that can start and stop quickly in
response to changes in the demand for power within the PJM
[Pennsylvania-New Jersey-Maryland] power pool.




FORWARD-LOOKING STATEMENTS

         The Private Securities Litigation Reform Act of 1995 (the
"Litigation Reform Act") provides a "safe harbor" for forward-looking
statements to encourage such disclosures without the threat of litigation,
provided those statements are identified as forward-looking and are
accompanied by meaningful, cautionary statements identifying important
factors that could cause the actual results to differ materially from those
projected in the statement. Forward-looking statements have been made in
this Press Release. Such statements are based on beliefs of Conectiv's (the
"Company's") management ("Management") as well as assumptions made by and
information currently available to Management. When used herein, the words
"will," "anticipate," "estimate," "expect," "objective," and similar
expressions are intended to identify forward-looking statements. In
addition to any assumptions and other factors referred to specifically in
connection with such forward-looking statements, factors that could cause
actual results to differ materially from those contemplated in any
forward-looking statements include, among others, the following:
deregulation of energy supply and telecommunications; the unbundling of
delivery services; an increasingly competitive energy and
telecommunications marketplace; results of any asset dispositions; sales
retention and growth; federal and state regulatory actions; future
litigation results; cost of construction; operating restrictions; increased
costs and construction delays attributable to environmental regulations;
nuclear decommissioning and the availability of reprocessing and storage
facilities for spent nuclear fuel; and credit market concerns. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. The foregoing list of factors pursuant to the Litigation Reform
Act should not be construed as exhaustive or as an admission regarding the
adequacy of disclosures made prior to the effective date of the Litigation
Reform Act.

                           ###www.conectiv.com##



                                                               EXHIBIT 99.2


CONECTIV PRO FORMA FINANCIAL STATEMENTS - GENERATION ASSET SALE AND TRANSFER
BACKGROUND

In 1999, the electric utility businesses of Delmarva Power & Light Company
(DPL)and Atlantic City Electric Company (ACE) were restructured pursuant to
legislation enacted in Delaware, Maryland and New Jersey and orders issued
by the Delaware Public Service Commission (DPSC), Maryland Public Service
Commission (MPSC), and New Jersey Board of Public Utilities (NJBPU). The
restructurings of DPL's and ACE's electric utility businesses are discussed
in Conectiv's 2000 Annual Report on Form 10-K in Notes 1, 7, 10, 11 and 17
to the Consolidated Financial Statements, included in Item 8 of Part II,
and under "Electric Utility Industry Restructuring," within Management's
Discussion and Analysis of Financial Condition and Results of Operations
(MD&A), included in Item 7 of Part II.

In connection with electric utility industry restructuring and Conectiv's
"mid-merit" strategy, as discussed under "Mid-Merit Electric Generation" in
the MD&A of Conectiv's 2000 Annual Report on Form 10-K, Conectiv is
realigning the mix of electric generating plants owned by its subsidiaries.
Effective July 1, 2000, DPL and ACE contributed to Conectiv electric
generating plants with 1,501 and 502, respectively, megawatts of capacity.
Then, Conectiv transferred the electric generating plants to subsidiaries
of Conectiv Energy Holding Company (CEH). CEH and its subsidiaries are
engaged in non-regulated electricity production and sales, energy trading,
and marketing.

As discussed in Note 14 to the Consolidated Financial Statements included
in Item 8 of Part II of Conectiv's 2000 Annual Report on Form 10-K, DPL and
ACE entered into agreements to sell their nuclear and non-strategic
baseload fossil electric generating plants. On December 29, 2000, DPL sold
its ownership interests in nuclear electric generating plants. As of March
31, 2001, the electric generating plants which were subject to agreements
for sale had 2,203.5 megawatts of capacity and a net book value of $416
million, excluding the nuclear decommissioning liability included in
accumulated depreciation. On June 22, 2001, pursuant to the agreements for
sale, the ownership interests of DPL and another Conectiv subsidiary in
plants that had a net book value of approximately $286 million (as of March
31, 2001) and electric generating capacity of 1,080.8 megawatts were sold
for approximately $631 million, subject to final adjustments for inventory
and other items.

ACE has ownership interests in plants with a net book value of
approximately $131 million (as of March 31, 2001) and electric generating
capacity of 1,122.7 megawatts which remain subject to agreements for sale.
The sales of ACE's plants are expected to result in proceeds of
approximately $189 million subject to adjustment for inventory levels and
certain other items. However, there can be no assurances that the sales
will be completed.

Upon the sale of the ownership interests of ACE in nuclear electric
generating units, ACE will transfer its nuclear decommissioning funds to
the purchasers who will assume full responsibility for decommissioning such
units.


DESCRIPTION OF PRO FORMA FINANCIAL INFORMATION

The following consolidated financial statements for Conectiv are filed with
this Exhibit:

         o  Unaudited Pro Forma Consolidated Balance Sheet at March 31,
            2001, and

         o  Unaudited Pro Forma Consolidated Statements of Income for the
            Three Months Ended March 31, 2001 and for the Year Ended
            December 31, 2000.

The following major assumptions were made in preparing these pro forma
financial statements:

         o  For purposes of the Pro Forma Consolidated Balance Sheet, all
            electric generating plants subject to the agreements for sale,
            as discussed in Note 14 to the Consolidated Financial
            Statements included in Item 8 of Part II of Conectiv's Annual
            Report on Form 10-K, were all assumed to be sold as of March
            31, 2001.

         o  For purposes of the Pro Forma Consolidated Statements of
            Income, the sales and transfers described above were assumed
            have occurred as of the beginning of the period. As a result,
            expenses related to generation assets assumed to be sold were
            eliminated.

         o  Replacement energy and capacity were assumed to be purchased
            from the PJM Interconnection, L.L.C. (PJM). The energy costs
            were based on an hourly PJM Locational Marginal Price (LMP) and
            the capacity costs were based on average PJM capacity rates.

         o  Under its rates for electricity supplied to utility customers,
            ACE was assumed to be permitted to earn a return on the
            stranded costs resulting from the power plant sales and to no
            longer earn a return on the power plants sold.

         o  Revenues which resulted from the Wholesale Transaction
            Confirmation Letter Agreements during 2000, as discussed in
            Note 15 to the Consolidated Financial Statements included in
            Item 8 of Part II of Conectiv's 2000 Annual Report on Form
            10-K, were assumed not to have been earned due to the assumed
            sale of the nuclear power plants.

         o  For the portion of 2000 that the electricity supply operations
            of DPL in Maryland were still subject to regulation (January 1
            through June 30, 2000) customer rates were assumed to be
            adjusted to remove amounts for a return on generation rate base
            and to add amounts for recovery of replacement power costs.

         o  The proceeds from the sale of nuclear and non-strategic
            baseload fossil electric generating plants by Conectiv's
            subsidiaries were assumed to be used to repay short-term and
            long-term debt, after considering expected debt retirement
            costs and tax payments on the gain on the sale of the electric
            generation assets.

         o  The transfer of the decommissioning trusts as a result of the
            sale of the ownership interests of ACE in nuclear generation
            units was assumed to occur on a non-taxable basis.

         o  The net pro forma gain from the sale of ACE's generation units,
            except for the Deepwater generation unit, was recorded as a
            reduction to recoverable stranded costs. The net loss of
            approximately $38 million which is expected to result from the
            sale of the Deepwater generation unit was recorded as an
            extraordinary charge in the 4th quarter of 1999. A pro forma
            adjustment resulting from the recognition of unamortized
            investment tax credits which are recognized upon completion of
            the sale was credited to retained earnings.

         The net pro forma gain from the sale of DPL's generation units was
credited to retained earnings.

         For the Pro Forma Consolidated Statement of Income for 2000, the
transfer of strategic generating assets from Conectiv's utility
subsidiaries to subsidiaries of CEH was assumed to occur on January 1,
2000, at book value, on a non-taxable basis.

         An effective tax rate of 40% was utilized to calculate the income
tax effects of adjustments to the Pro Forma Consolidated Income Statements.

These Pro Forma Consolidated Financial Statements have been prepared for
comparative purposes only and do not purport to be indicative of operations
or financial condition which would have actually resulted if the sale and
transfer of generation assets or other related transactions occurred on the
dates of the periods presented, or which may result in the future. Further,
these Pro Forma Consolidated Financial Statements have been prepared using
information available at the date of this filing. As a result, certain
amounts indicated herein are preliminary in nature and, therefore, will be
subject to adjustment in the future.

DESCRIPTION OF PRO FORMA ADJUSTMENTS

The Unaudited Pro Forma Consolidated Statements of Income and Balance Sheet
filed with this Exhibit reflect the following adjustments:

Adjustments to the Consolidated Statements of Income:

1. A net decrease in "Electric revenues" due to (i) no revenues from the
operations of the deregulated Deepwater generation unit and the nuclear
plants under the "Wholesale Transaction Confirmation Letter Agreements,"
and (ii) no return earned on generation rate base of divested plants,
partly offset by a return earned on the stranded costs of ACE and recovery
of replacement power costs, for part of 2000, in DPL's Maryland
jurisdiction.

2. Increases in "Electric fuel and purchased energy and capacity" primarily
because the cost increase from Conectiv's subsidiaries purchasing all
energy and capacity requirements to meet their retail load exceed the cost
decrease from no longer purchasing fuel for the electric generating units.

3. Decreases in other operating expenses as a result of the sale of certain
generation assets by Conectiv's subsidiaries.

4. A decrease in "Interest charges" as a result of retirement of debt after
the sale of certain generation assets.

Adjustments to the Consolidated Balance Sheet:

1. A net increase to "Cash and cash equivalents" primarily as a result of
net proceeds received from the sale of certain generation units, less cash
used for the retirement of certain debt issues.

2. Net decreases in "Fuel" and "Materials and supplies" inventories as a
result of the sale of certain generation assets.

3. A decrease to "Funds held by trustee" as a result of the transfer of
nuclear decommissioning trust funds to the buyers of ACE's ownership
interests in nuclear electric generating plants.

4. A decrease to "Property, plant and equipment" and "Construction
work-in-progress" as a result of the sale of certain generation assets.

5. A decrease to "Accumulated Depreciation" as a result of the sale of
certain generation assets and the assumption of the nuclear decommissioning
obligations of ACE by the purchasers of ACE's ownership interests in
nuclear electric generating plants.

6. Decreases to "Leased nuclear fuel, at amortized cost", "Current capital
lease obligation", and "Long-term capital lease obligation" as a result of
the sale of the nuclear fuel to the buyers of ACE's ownership interests in
nuclear electric generating plants and the corresponding liquidation of the
capital lease obligation.

7. Decrease to "Recoverable stranded costs" and an increase to "Regulatory
Liability for New Jersey income tax benefit" due to the sale of certain
electric generation assets of ACE, which are subject to stranded cost
recovery. An expected net gain from the sale of such assets, results in a
decrease in recoverable stranded costs.

8. Decreases to "Other deferred charges" and "Other deferred credits and
Other Liabilities" as a result of the sale of certain generation assets.

9. Decreases to "Short-term debt" and "Long-term debt" due to assumed
repayment of debt with the net sales proceeds expected to be available
after debt retirement costs and tax payments on the gain on the sale of the
electric generation assets.

10. Changes to "Taxes Accrued", "Deferred income taxes, net" and "Deferred
investment tax credits" as a result of the sale of certain generation
assets. 11. Net increase to "Retained Earnings" as a result of an expected
net gain from the sale of certain generation assets.

11. Net increase to "Retained Earnings" as a result of an expected net gain
from the sale of certain generation assets.



<TABLE>
<CAPTION>

                         CONECTIV
  UNAUDITED CONSOLIDATED PRO FORMA STATEMENTS OF INCOME
            THREE MONTHS ENDED MARCH 31, 2001


                                                           ---------------------------------------------------------------
                                                               Reported             Adjustments             Pro Forma
                                                           ---------------------------------------------------------------
                                                                    (Dollars in Thousands)
    OPERATING REVENUES
<S>                                                               <C>                     <C>                  <C>
       Electric                                                   $ 766,879               $ (31,192) (1)        $ 735,687
       Gas                                                          638,085                                       638,085
       Other services                                               149,685                                       149,685
                                                           -----------------     -------------------     -----------------
                                                                  1,554,649                 (31,192)            1,523,457
                                                           -----------------     -------------------     -----------------
    OPERATING EXPENSES
       Electric fuel and purchased energy and capacity              485,726                  37,064  (2)          522,790
       Gas purchased                                                629,390                                       629,390
       Other services' cost of sales                                120,144                       -               120,144
       Operation and maintenance                                    112,700                 (26,453) (3)           86,247
       Depreciation and amortization                                 62,400                 (15,116) (3)           47,284
       Taxes other than income taxes                                 20,190                    (511) (3)           19,679
                                                           -----------------     -------------------     -----------------
                                                                  1,430,550                  (5,016)            1,425,534
                                                           -----------------     -------------------     -----------------
    OPERATING INCOME                                                124,099                 (26,176)               97,923
                                                           -----------------     -------------------     -----------------

    OTHER INCOME                                                      2,752                                         2,752
                                                           -----------------     -------------------     -----------------

    INTEREST EXPENSE
       Interest charges                                              53,032                 (12,159) (4)           40,873
       Capitalized interest and allowance for borrowed
           funds during construction                                 (4,931)                                       (4,931)
                                                           -----------------     -------------------     -----------------
                                                                     48,101                 (12,159)               35,942
                                                           -----------------     -------------------     -----------------

    PREFERRED STOCK DIVIDEND
       REQUIREMENTS OF SUBSIDIARIES                                   5,159                                         5,159
                                                           -----------------     -------------------     -----------------

    INCOME BEFORE INCOME TAXES AND                                   73,591                 (14,017)               59,574

    INCOME TAXES                                                     32,787                  (5,607)               27,180
                                                           -----------------     -------------------     -----------------

    NET INCOME                                                     $ 40,804                $ (8,410)             $ 32,394
                                                           =================     ===================     =================


    INCOME (LOSS) APPLICABLE TO:
           Common Stock                                            $ 39,912                $ (7,929)             $ 31,983
           Class A common stock                                         892                    (481)                  411
                                                           -----------------     -------------------     -----------------
              Total                                                $ 40,804                $ (8,410)             $ 32,394
                                                           =================     ===================     =================

    AVERAGE SHARES OUTSTANDING (000):
           Common Stock                                              82,704                                        82,704
           Class A common stock                                       5,742                                         5,742

    INCOME (LOSS) PER AVERAGE SHARE,
       BASIC AND DILUTED
           Common Stock                                              $ 0.48                 $ (0.09)               $ 0.39
           Class A common stock                                      $ 0.16                 $ (0.09)               $ 0.07

</TABLE>

<TABLE>
<CAPTION>
                            CONECTIV
              UNAUDITED CONSOLIDATED PRO FORMA STATEMENTS OF INCOME
                  YEAR ENDED DECEMBER 31, 2000

                                                                    Reported            Adjustments            Pro Forma
                                                                ------------------------------------------------------------
                                                                        (Dollars in Thousands)
OPERATING REVENUES
<S>                                                                  <C>                     <C>               <C>
     Electric                                                        $ 2,906,342             $ (77,353) (1)     $ 2,828,989
     Gas                                                               1,529,785                                  1,529,785
     Other services                                                      592,997                                    592,997
                                                                -----------------    ------------------     ----------------
                                                                       5,029,124               (77,353)           4,951,771
                                                                -----------------    ------------------     ----------------
OPERATING EXPENSES
     Electric fuel and purchased energy and capacity                   1,613,579               220,515  (2)       1,834,094
     Gas purchased                                                     1,445,911                                  1,445,911
     Other services' cost of sales                                       504,615                                    504,615
     Special charges                                                      25,162                                     25,162
     Gain on sale of interest in nuclear plants                          (16,612)                                   (16,612)
     Operation and maintenance                                           627,667              (146,601) (3)         481,066
     Depreciation and amortization                                       260,082               (62,542) (3)         197,540
     Taxes other than income taxes                                        80,886                (2,077) (3)          78,809
                                                                -----------------    ------------------     ----------------
                                                                       4,541,290                 9,295            4,550,585
                                                                -----------------    ------------------     ----------------
OPERATING INCOME                                                         487,834               (86,648)             401,186
                                                                -----------------    ------------------     ----------------

OTHER INCOME                                                              49,495                                     49,495
                                                                -----------------    ------------------     ----------------

INTEREST EXPENSE
     Interest charges                                                    223,445               (50,574) (4)         172,871
     Capitalized interest and allowance for borrowed
        funds during construction                                        (10,843)                                   (10,843)
                                                                -----------------    ------------------     ----------------
                                                                         212,602               (50,574)             162,028
                                                                -----------------    ------------------     ----------------

PREFERRED STOCK DIVIDEND
     REQUIREMENTS OF SUBSIDIARIES                                         20,383                                     20,383
                                                                -----------------    ------------------     ----------------

INCOME BEFORE INCOME TAXES AND                                           304,344               (36,074)             268,270

INCOME TAXES                                                             133,514               (14,430)             119,084
                                                                -----------------    ------------------     ----------------

NET INCOME                                                             $ 170,830             $ (21,644)           $ 149,186
                                                                =================    ==================     ================


INCOME (LOSS) APPLICABLE TO:
        Common Stock                                                   $ 164,719             $ (21,057)           $ 143,662
        Class A common stock                                               6,111                  (587)               5,524
                                                                -----------------    ------------------     ----------------
           Total                                                       $ 170,830             $ (21,644)           $ 149,186
                                                                =================    ==================     ================

AVERAGE SHARES OUTSTANDING (000):
        Common Stock                                                      83,686                                     83,686
        Class A common stock                                               5,742                                      5,742

INCOME (LOSS) PER AVERAGE SHARE,
     BASIC AND DILUTED
        Common Stock                                                      $ 1.97               $ (0.25)              $ 1.72
        Class A common stock                                              $ 1.06               $ (0.10)              $ 0.96


</TABLE>


<TABLE>
<CAPTION>

                                                                 CONECTIV
                                               UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEETS
                                                              March 31, 2001

                                                               --------------------------------------------------
                                                                 Reported         Adjustments        Pro Forma
                                                               --------------------------------------------------
                                                                      (Dollars in Thousands)
ASSETS

<S>                                                                <C>               <C>              <C>
Current Assets
    Cash and cash equivalents                                       $ 44,268          $ 96,795   (1)   $ 141,063
    Accounts receivable, net of allowance
       of $31,697                                                    982,974                             982,974
    Inventories, at average cost
       Fuel (coal, oil and gas)                                       64,653           (11,429)  (2)      53,224
       Materials and supplies                                         53,572            (3,982)  (2)      49,590
    Deferred energy supply costs                                      21,198                              21,198
    Prepayments                                                       25,575                              25,575
    Deferred income taxes, net                                        11,369                              11,369
                                                               --------------     -------------     -------------
                                                                   1,203,609            81,384         1,284,993
                                                               --------------     -------------     -------------

Investments
    Investment in leveraged leases                                    53,999                              53,999
    Funds held by trustee                                            125,387          (115,569)  (3)       9,818
    Other investments                                                 73,643                              73,643
                                                               --------------     -------------     -------------
                                                                     253,029          (115,569)          137,460
                                                               --------------     -------------     -------------

Property, Plant and Equipment
    Electric generation                                            1,581,768          (827,425)  (4)     754,343
    Electric transmission and distribution                         2,746,397                           2,746,397
    Gas transmission and distribution                                281,241                             281,241
    Other electric and gas facilities                                390,702                             390,702
    Telecommunications, thermal systems, and other
       property, plant, and equipment                                263,140                             263,140
                                                               --------------     -------------     -------------
                                                                   5,263,248          (827,425)        4,435,823
    Less: Accumulated depreciation                                 2,222,856          (528,404)  (5)   1,694,452
                                                               --------------     -------------     -------------
    Net plant in service                                           3,040,392          (299,021)        2,741,371
    Construction work-in-progress                                    465,905            (2,853)  (4)     463,052
    Leased nuclear fuel, at amortized cost                            25,129           (25,129)  (6)           -
    Goodwill, net of accumulated
       amortization of $33,437                                       341,918                             341,918
                                                               --------------     -------------     -------------
                                                                   3,873,344          (327,003)        3,546,341
                                                               --------------     -------------     -------------

Deferred Charges and Other Assets
    Recoverable stranded costs                                       981,494           (47,049)  (7)     934,445
    Deferred recoverable income taxes                                 82,450                              82,450
    Unrecovered purchased power costs                                 13,988                              13,988
    Unrecovered New Jersey state excise tax                            7,163                               7,163
    Deferred debt refinancing costs                                   20,031                              20,031
    Deferred other postretirement benefit costs                       29,356                              29,356
    Prepaid pension costs                                             76,377                              76,377
    Unamortized debt expense                                          25,105                              25,105
    License fees                                                      21,612                              21,612
    Other                                                             68,198           (13,819)  (8)      54,379
                                                               --------------     -------------     -------------
                                                                   1,325,774           (60,868)        1,264,906
                                                               --------------     -------------     -------------
Total Assets                                                     $ 6,655,756        $ (422,056)      $ 6,233,700
                                                               ==============     =============     =============

</TABLE>

<TABLE>
<CAPTION>

                                                    CONECTIV
                                 UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEETS
                                                 March 31, 2001

                                                                  -------------------------------------------------
                                                                    Reported        Adjustments        Pro Forma
                                                                  -------------------------------------------------
                                                                        (Dollars in Thousands)
CAPITALIZATION AND LIABILITIES

Current Liabilities
<S>                                                                  <C>              <C>             <C>
    Short-term debt                                                  $ 738,522        $ (161,521)   (9)  $ 577,001
    Long-term debt due within one year                                 100,751                             100,751
    Variable rate demand bonds                                         158,430                             158,430
    Accounts payable                                                   631,232                             631,232
    Taxes accrued                                                       68,871            81,795  (10)     150,666
    Interest accrued                                                    46,699                              46,699
    Dividends payable                                                   27,161                              27,161
    Deferred energy supply costs                                        30,479                              30,479
    Current capital lease obligation                                    15,596           (15,480)   (6)        116
    Above-market purchased energy contracts
       and other electric restructuring liabilities                     23,719                              23,719
    Other                                                               88,217            (1,170)           87,047
                                                                  -------------     -------------     -------------
                                                                     1,929,677           (96,376)        1,833,301
                                                                  -------------     -------------     -------------

Deferred Credits and Other Liabilities
    Other postretirement benefits obligation                            90,747                              90,747
    Deferred income taxes, net                                         807,120            65,414  (10)     872,534
    Deferred investment tax credits                                     63,044           (18,458) (10)      44,586
    Regulatory liability for New Jersey income tax benefit              49,262             5,174    (7)     54,436
    Above-market purchased energy contracts
       and other electric restructuring liabilities                     95,783            (6,813)   (8)     88,970
    Deferred gain on termination of purchased energy contract           74,968                              74,968
    Long-term capital lease obligation                                  10,491            (9,649)   (6)        842
    Other                                                               61,770           (12,309)   (8)     49,461
                                                                  -------------     -------------     -------------
                                                                     1,253,185            23,359         1,276,544
                                                                  -------------     -------------     -------------

Capitalization
    Common stock: $0.01 per share par value
       150,000,000 shares authorized;
       82,967,179 shares outstanding                                       831                                 831
    Class A common stock, $0.01 per share par value;
       10,000,000 shares authorized;
       5,742,315 share outstanding                                          57                                  57
    Additional paid-in capital - - common stock                      1,030,941                           1,030,941
    Additional paid-in capital - - Class A common stock                 93,738                              93,738
    Retained earnings                                                   60,784           189,383  (11)     250,167
    Treasury shares, at cost, 135,604 shares                            (2,786)                             (2,786)
    Unearned compensation                                               (2,896)                             (2,896)
    Accumulated other comprehensive income                             (14,183)                            (14,183)
                                                                  -------------     -------------     -------------
       Total common stockholders' equity                             1,166,486           189,383         1,355,869
    Preferred stock and securities of subsidiaries:
       Not subject to mandatory redemption                              95,933                              95,933
       Subject to mandatory redemption                                 188,950                             188,950
    Long-term debt                                                   2,021,525          (538,422)   (9)  1,483,103
                                                                  -------------     -------------     -------------
                                                                     3,472,894          (349,039)        3,123,855
                                                                 -------------     -------------     -------------
Total Capitalization and Liabilities                               $ 6,655,756        $ (422,056)      $ 6,233,700
                                                                  =============     =============     =============


</TABLE>
[{"type": "8-K", "sequence": "1", "filename": "s252323.txt", "description": "8-K", "secsgml_size_bytes": 169286}]
{"company-data": {"conformed-name": "CONECTIV", "cik": "0001029590", "assigned-sic": "4931", "irs-number": "510377417", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-13895", "film-number": "1670746"}, "business-address": {"street1": "800 KING ST", "street2": "P O BOX 231", "city": "WILMINGTON", "state": "DE", "zip": "19899", "phone": "3024293114"}, "mail-address": {"street1": "800 KING ST", "street2": "P O BOX 231", "city": "WILMINGTON", "state": "DE", "zip": "19899"}}
SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                             ------------------

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OF 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)      June 22, 2001
                                                  ---------------------------

                                  Conectiv
-----------------------------------------------------------------------------
               Exact Name of Registrant Specified in Charter

  Delaware                           1-13895                    51-0377417
------------------------------------------------------------------------------
(State or Other Jurisdiction      (Commission                 (IRS Employer
      of Incorporation)           File Number)              Identification No.)

 800 King Street, P.O. Box 231, Wilmington, Delaware               19899
-----------------------------------------------------------------------------
(Address of Principal Executive Offices)                        (Zip Code)

Registrant's telephone number, including area code  (302) 429-3018
                                                   ---------------------------

------------------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)

Item 2.  Acquisition or Disposition of Assets.

         As previously reported in Note 14 to the Consolidated Financial
         Statements included in Item 8 of Part II of Conectiv's 2000 Annual
         Report on Form 10- K, Conectiv's subsidiaries Delmarva Power &
         Light Company ("DPL") and Atlantic City Electric Company ("ACE")
         entered into agreements with NRG Energy, Inc. ("NRG") for the sale
         of their respective interests in non-strategic baseload fossil
         fuel-fired electric generating plants in January 2000. Pursuant to
         these agreements, on June 22, 2001, DPL completed the sale of its
         interests in Indian River Station, a wholly owned 784 megawatt
         ("MW") coal- and oil- fired generating plant located in Sussex
         County, Delaware, and Vienna Station, a wholly owned 170 MW
         oil-fired generating plant located in Vienna, Maryland. Also
         pursuant to these agreements, on June 22, 2001, Conectiv's
         subsidiary, Conectiv Delmarva Generation, Inc. ("CDG") (successor
         by assignment to DPL's interests), completed the sale of its
         minority interest (3.72% ownership interest or 63.4 MW) in
         Conemaugh Station, a jointly owned coal-fired generating plant
         located in New Florence, Pennsylvania, and the sale of its
         minority interest (3.70% ownership interest or 63.4 MW) in
         Keystone Station, a jointly owned coal-fired generating plant
         located in Shelocta, Pennsylvania.

         As a result of these sales, Conectiv and its subsidiaries received
         approximately $630 million in cash consideration, subject to final
         adjustment based on the value of fuel and material inventories at
         the closing and certain capital expenditures. The amount of the
         consideration received was determined as the result of
         arm's-length negotiations between Conectiv's subsidiaries and NRG.
         The interests of Conectiv's subsidiaries in the generating plants
         sold on June 22, 2001 had a net book value of approximately $286
         million as of March 31, 2001. Conectiv expects to recognize an
         after-tax gain of approximately $170 - $175 million in its
         earnings for the second quarter of 2001 as a result of these
         sales. Proceeds of these sales are expected to be used to repay
         debt, to repurchase preferred stock and other securities of
         Conectiv's subsidiaries and to fund projects associated with
         Conectiv's mid-merit generation business.

         To facilitate completion of these sales, DPL and ACE agreed to
         alter their respective agreements with NRG and NRG Power
         Marketing, Inc., an affiliate of NRG ("NRG Power"), effective June
         22, 2001, as follows:

         o        DPL and ACE entered into amendments to their respective
                  sales agreements with NRG to provide for (i) the sale by
                  DPL and CDG of their respective interests in Indian River
                  Station, Vienna Station, Conemaugh Station and Keystone
                  Station separate from the sale by ACE of its interests in
                  certain electric generating assets, and (ii) the separate
                  sale by ACE of its interests in each of (A) Deepwater
                  Station, (B) B.L. England Station, and (C) Conemaugh and
                  Keystone Stations, in each case, subject to the receipt
                  of the required approvals from the New Jersey Board of
                  Public Utilities and the satisfaction of other closing
                  conditions;

         o        ACE entered into amendments to its sales agreements with
                  NRG to provide for the extension of the termination dates
                  of the sale agreements between ACE and NRG relating to
                  Deepwater Station, Conemaugh and Keystone Stations and
                  B.L. England Station;

         o        The agreement between DPL and NRG Power for DPL to
                  purchase 500 megawatt-hours ("MWh") of firm electricity
                  per hour from NRG, beginning on June 22, 2001 and ending
                  December 31, 2005, was not changed; however, DPL entered
                  into additional agreements, beginning on June 22, 2001,
                  to purchase from NRG Power up to 350 MWh of firm electric
                  energy per hour and up to 750 MW of capacity through
                  August 31, 2001 and up to 300 MW of capacity through
                  September 30, 2001; and

         o        ACE terminated its existing power purchase agreement with
                  NRG Power.

         Subject to the receipt of the required approvals from the New
         Jersey Board of Public Utilities and the satisfaction of other
         closing conditions, Conectiv expects the sale by ACE of certain
         electric generating assets to be completed during 2001. However,
         there can be no assurances that such approvals will be obtained,
         or that such sales will be completed.

         The description of the transactions set forth herein is qualified
         in its entirety by reference to the sales agreements between each
         of DPL and ACE, and NRG, including the respective amendments
         thereto, copies of which are filed as exhibits to this report and
         incorporated by reference herein.

         On June 25, 2001, Conectiv issued a press release relating to such
         transactions, a copy of which is filed as an exhibit to this
         report and is incorporated by reference herein.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)      Not applicable.

(b)      The pro forma financial information required pursuant to Article
         11 of Regulation S-K is furnished and filed as Exhibit 99.2 to
         this report and is incorporated by reference herein.

(c)      Exhibits.

2.1      Purchase and Sale Agreement by and between Delmarva Power & Light
         Company and NRG Energy, Inc., dated as of January 18, 2000 (wholly
         owned electric generating plants) (Incorporated by reference to
         Exhibit 10-A to Delmarva Power & Light Company's Annual Report on
         Form 10-K for the fiscal year ended December 31, 2000, Commission
         file no. 1-1405).

2.2      Purchase and Sale Agreement by and between Delmarva Power & Light
         Company and NRG Energy, Inc., dated as of January 18, 2000
         (jointly owned electric generating plants) (Incorporated by
         reference to Exhibit 10-B to Delmarva Power & Light Company's
         Annual Report on Form 10-K for the fiscal year ended December 31,
         2000, Commission file no. 1-1405).

2.3      Purchase and Sale Agreement by and between Atlantic City Electric
         Company and NRG Energy, Inc., dated as of January 18, 2000 (wholly
         owned electric generating plants) (Incorporated by reference to
         Exhibit 10-B to Atlantic City Electric Company's Annual Report on
         Form 10-K for the fiscal year ended December 31, 2000, Commission
         file no. 1-3559).

2.4      Purchase and Sale Agreement by and between Atlantic City Electric
         Company and NRG Energy, Inc., dated as of January 18, 2000
         (jointly owned electric generating plants) (Incorporated by
         reference to Exhibit 10-C to Atlantic City Electric Company's
         Annual Report on Form 10-K for the fiscal year ended December 31,
         2000, Commission file no. 1-3559).

2.5      Amendment to the Purchase and Sale Agreement by and between Delmarva
         Power & Light Company and NRG Energy, Inc., dated as of June 22, 2001
         (wholly owned electric generating plants) (Filed herewith).

2.6      Amendment to the Purchase and Sale Agreement by and between Delmarva
         Power & Light Company and NRG Energy, Inc., dated as of June 22, 2001
         (jointly owned electric generating plants) (Filed herewith).

2.7      Amendment to the Purchase and Sale Agreement by and between Atlantic
         City Electric Company and NRG Energy, Inc., dated as of June 22, 2001
         (wholly owned electric generating plants) (Filed herewith).

2.8      Amendment to the Purchase and Sale Agreement by and between Atlantic
         City Electric Company and NRG Energy, Inc., dated as of June 22, 2001
         (jointly owned electric generating plants) (Filed herewith).

99.1     Press release issued by Conectiv dated June 25, 2001 (Filed herewith).

99.2     Conectiv Unaudited Consolidated Pro Forma Financial Statements -
         Generation Asset Sale and Transfer (Filed herewith).

                                 SIGNATURE

                  Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                            CONECTIV

                                            By:    /s/ John C. Roden
                                               -------------------------------
                                                  John C. Van Roden
                                                  Senior Vice President and
                                                  Chief Financial Officer

June 28, 2001

                                                                  EXHIBIT 2.5

                                                  DP&L WHOLLY OWNED AGREEMENT

                                 AMENDMENT
                                   TO THE
                        PURCHASE AND SALE AGREEMENT
                               BY AND BETWEEN
                       DELMARVA POWER & LIGHT COMPANY
                                    AND
                              NRG ENERGY, INC.

                  AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (the
"Amendment") by and between Delmarva Power & Light Company, a Delaware and
Virginia corporation ("DP&L" or "Seller"), and NRG Energy, Inc., a Delaware
corporation ("Buyer"), dated as of June 22, 2001. Seller and Buyer may each
be referred to herein individually as a "Party" and collectively as the
"Parties." Capitalized terms used and not otherwise defined in this
Amendment shall have the respective meanings assigned to them in the
Agreement (as defined below).

                  WHEREAS, Seller and Buyer are Parties to that certain
Purchase and Sale Agreement, dated as of January 18, 2000 (the
"Agreement"), providing for the sale and assignment by Seller of the
Purchased Assets and the Assumed Liabilities and the purchase and
assumption by Buyer of the Purchased Assets and the Assumed Liabilities,
upon the terms and conditions set forth in the Agreement; and

                  WHEREAS, the Closing of the transactions contemplated by
the Agreement, the DP&L Related Purchase Agreement and the ACE Related
Purchase Agreements has been unexpectedly delayed; and

                  WHEREAS, as a result of the delay of the Closing, the
Parties desire to amend the Agreement as set forth herein, and the DP&L
Related Purchase Agreement and the ACE Related Purchase Agreements as set
forth in the respective amendments to such agreements, which are being
entered into simultaneously with this Amendment, to, among other things,
extend the termination date of the Agreement, the DP&L Related Purchase
Agreement and the ACE Related Purchase Agreements.

                  NOW THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Seller and Buyer
hereby agree as follows:

                                 ARTICLE I

              Amendment of Certain Provisions of the Agreement

                  Section 1.1 Certain Definitions.

                           (a) Section 1.1(4) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "'Additional Agreements' means the Interconnection Agreement, the
         DP&L Master Power Purchase Agreement, the DP&L 500 MWh Power
         Purchase Confirmation, the DP&L Capacity Power Purchase
         Confirmation, the DP&L 350 MWh Power Purchase Confirmation, the
         Transition Services Agreement, the Access Agreement, the Indian
         River Station Access Agreement, the Limited Warranty Deeds, the
         Assignment and Assumption Agreement and the Bill of Sale."

                           (b) Section 1.1 of the Agreement is hereby
amended to include the following additional provisions:

         (153) "DP&L Master Power Purchase Agreement" means the Master
         Power Purchase Agreement between DP&L and NRG Power Marketing
         Inc., dated April 11, 2001, as amended and restated through the
         date hereof, and attached as Exhibit K to the Agreement.

         (154) "DP&L 500 MWh Power Purchase Confirmation" means the
         transaction confirmation letter, dated April 11, 2001, as amended
         and restated through the date hereof, issued by DP&L to NRG Power
         Marketing Inc. under the DP&L Master Power Purchase Agreement,
         relating to the purchase of 500MWh of firm electric energy, and
         attached as Exhibit L to the Agreement.

         (155) "DP&L Capacity Power Purchase Confirmation" means the
         transaction confirmation letter, dated June 22, 2001, issued by
         DP&L to NRG Power Marketing Inc. under the DP&L Master Power
         Purchase Agreement, relating to the purchase of 750MW of firm
         electric PJM capacity credits from the Closing Date through August
         31, 2001 and the purchase of 300 MW of firm electric PJM capacity
         credits from September 1, 2001 through September 30, 2001, and
         attached as Exhibit M to the Agreement.

         (156) "DP&L 350 MWh Power Purchase Confirmation" means the
         transaction confirmation letter, dated June 22, 2001, issued by
         DP&L to NRG Power Marketing Inc. under the DP&L Master Power
         Purchase Agreement, relating to the purchase of 350MWh of firm
         electric energy, and attached as Exhibit N to the Agreement.

         (157) "Indian River Station Access Agreement" means the access
         agreement between Seller and Buyer relating to the Indian River
         Station to be entered into at the Closing, and attached as Exhibit
         O to the Agreement.

                  Section 1.2  Deliveries by Seller.

                           (a) Section 3.6(e) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Master Power Purchase Agreement, the DP&L 500 MWh Power
         Purchase Confirmation, the DP&L Capacity Power Purchase
         Confirmation and the DP&L 350 MWh Power Purchase Confirmation, in
         each case, duly executed by Seller;"

                           (b) Section 3.6(g) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The Access Agreement and the Indian River Access Agreement, in
         each case, duly executed by Seller;"

                  Section 1.3  Deliveries by Buyer.

                           (a) Section 3.7(d) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Master Power Purchase Agreement, the DP&L 500 MWh Power
         Purchase Confirmation, the DP&L Capacity Power Purchase
         Confirmation and the DP&L 350 MWh Power Purchase Confirmation, in
         each case, duly executed by NRG Power Marketing Inc.;"

                           (b) Section 3.7(f) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The Access Agreement and the Indian River Access Agreement, in
         each case, duly executed by Buyer;"

                  Section 1.4  Relationship of the Agreement and the Related
Purchase Agreements.  Section 3.9 of the Agreement is hereby amended and
restated in its entirety to read as follows:

         "The transactions contemplated by this Agreement, together with
         the transactions contemplated by the DP&L Related Purchase
         Agreement, are intended by the Parties to be consummated
         substantially simultaneously; and if any of the transactions
         contemplated hereby or by the DP&L Related Purchase Agreement are
         not consummated simultaneously on the Closing Date in accordance
         with the terms and subject to the conditions set forth herein and
         in the DP&L Related Purchase Agreement, as applicable, then each
         Party shall take, or cause to be taken, all actions, and do, or
         cause to be done, all things, in each case, that are necessary to
         dissolve and invalidate all transactions contemplated hereby and
         thereby; provided, however, that if the failure to consummate the
         transactions contemplated hereby or thereby results from a default
         or breach of a Party under this Agreement or under the DP&L
         Related Purchase Agreement, then nothing in the foregoing shall
         preclude or limit the rights or remedies of any Party in
         connection with such default or breach."

                  Section 1.5  Employees.

                           (a) Section 6.8(g) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "(g) As soon as practicable, and in any event within ninety (90)
         days after the Closing Date, Buyer shall establish or make
         available to Transferred Union Employees a defined contribution
         pension plan (or plans) and trust (or trusts) intended to qualify
         under Sections 401(a) and 501(a) of the Code (such plan or plans
         referred to as "Buyer's Savings Plan") in which all Transferred
         Union Employees shall be eligible to participate as of the later
         of the Closing Date or the Buyer's Savings Plan's effective date.
         Buyer's Savings Plan shall provide for deferral options and
         employer matching contributions with respect to the Transferred
         Union Employees who are participants in the Conectiv Savings &
         Investment Plan and the Atlantic City Electric Co. Savings Plan B
         (collectively, "Seller's Savings Plans") as of the Closing Date
         (such employees, the "Transferred Savings Employees") that are no
         less favorable than those provided as of immediately prior to the
         Closing Date to the Transferred Savings Employees under the
         Seller's Savings Plans. Buyer shall provide a make-whole payment
         outside of Buyer's Savings Plan to reflect lost matching
         contributions on account of any delay in enrollment to any
         Transferred Employee who enrolls in Buyer's Savings Plan within
         the first thirty (30) days after the Closing. Contributions to the
         Seller's Savings Plans with respect to the Transferred Savings
         Employees shall cease effective as of the Closing Date, subject to
         Section 6.8(m). Each Transferred Savings Employee shall be
         afforded the option of transferring his or her account balance
         into the Buyer's Savings Plan; provided, however, that if Seller
         is able to obtain a favorable ruling from the Internal Revenue
         Service to the effect that the consummation of the transactions
         contemplated hereby shall constitute a sale of substantially all
         of the assets used in a trade or business within the meaning of
         Section 401(k)(10) of the Code, each Transferred Savings Employee
         shall be afforded the option of rolling over his or her account
         balance into the Buyer's Savings Plan. Such transfers or rollovers
         shall satisfy the requirements of Section 414(l) of the Code and
         Section 208 of ERISA and shall be in the form of cash or other
         property, as Seller and Buyer shall mutually agree prior to such
         transfer or rollover. Each Transferred Savings Employee shall be
         treated as a terminated employee, and shall be afforded the
         opportunity to receive a distribution from Seller's Savings Plans,
         to elect a direct rollover of such distribution into Buyer's
         Savings Plan, or to leave his or her account balance in Seller's
         Savings Plans (if such balance exceeds $5,000). Any such rollovers
         shall satisfy the requirements of Section 208 of ERISA and shall
         be in the form of cash or other property, as Seller and Buyer
         shall mutually agree prior to such rollover. Prior to such
         rollover, Buyer will provide Seller with such documents and other
         information as Seller shall reasonably request to assure itself
         that Buyer's Savings Plan and the trust or trusts established
         pursuant thereto contain participant loan provisions and
         procedures necessary to effect the orderly transfer of participant
         loan balances associated with the rollover. Notwithstanding
         anything in this Section 6.8(f) to the contrary, no such rollover
         shall take place unless and until Seller has received written
         evidence of the adoption of Buyer's Savings Plan and the trust (or
         trusts) thereunder by Buyer and either (A) a copy of a favorable
         determination letter issued by the Internal Revenue Service and
         satisfactory to Seller's counsel with respect to Buyer's Savings
         Plan or (B) an opinion, satisfactory to Seller's counsel, of
         Buyer's counsel to the effect that the terms of Buyer's Savings
         Plan and its related trust or trusts qualify under Sections 401(a)
         and 501(a) of the Code. Buyer and Seller shall provide each other
         with such records and information as may be necessary or
         appropriate to carry out their obligations under this Section
         6.8(f) for the purposes of administration of Buyer's Savings Plan,
         and they shall cooperate in the filing of documents required by
         the transactions described herein."

                           (b)  Section 6.8 of the Agreement is hereby amended
to include the following additional provisions:

         "(l) Within sixty (60) days after the Closing, Seller shall (a)
         provide Buyer with a written statement setting forth the number of
         unused hours of vacation, accrued vacation, carryover vacation,
         perfect attendance holidays and floating holidays accrued during
         the period commencing on January 1 of the year during which the
         Closing occurs and ending on the day immediately preceding the
         Closing Date ("Accrued and Unused Vacation") for Transferred
         Non-Union Employees and (b) transfer funds to Buyer in an amount
         sufficient to pay for Accrued and Unused Vacation, such amount to
         be based on the wages and salaries of Transferred Non-Union
         Employees in effect on the day immediately preceding the Closing
         Date; provided that, upon receipt of notice from Seller, Buyer
         shall promptly reimburse Seller for any and all payments in
         respect of Accrued and Unused Vacation made by Seller to
         Transferred Non-Union Employees after the Closing, whether as the
         result of any suit, action or proceeding, or otherwise. From and
         after the Closing, Buyer shall recognize the right of Transferred
         Employees to Accrued and Unused Vacation during the remainder of
         the year during which the Closing occurs and, with respect to
         Transferred Union Employees, in accordance with the applicable
         IBEW Collective Bargaining Agreement and applicable Law.

         (m) In the event that the Closing Date occurs on any day other
         than the day immediately following the day on which any regular
         pay period of Seller relating to any Transferred Employees ends,
         then, notwithstanding Buyer's obligations hereunder, in order to
         accommodate Buyer's request, Seller shall, in respect of such
         period, (i) pay to such Transferred Employees the salary or wages
         to which such Transferred Employees are entitled, (ii) pay to the
         applicable Governmental Authorities all required amounts in
         respect of payroll and similar withholding Taxes relating to such
         salaries and wages, and (iii) make any regular deposits or
         contributions, including deposits or contributions of matching
         funds to Seller's Benefit Plans on behalf of such Transferred
         Employees. Buyer shall, within 30 days after the Closing,
         reimburse Seller for all amounts in respect of such salaries,
         wages, Taxes, deposits and contributions to the extent relating to
         the period from and after the Closing Date."

                  Section 1.6  Environmental Matters.  The final sentence of
Section 6.12(d) of the Agreement is hereby amended and restated in its
entirety to read as follows:

         "Furthermore, notwithstanding anything to the contrary herein,
         Seller shall have no obligation to indemnify Buyer for any
         penalties or fines or other costs or expenses related to Buyer's
         failure to comply with the legal requirements of Title IV of the
         Clean Air Act or the NOx Budget Program of Delaware and Maryland."

                  Section 1.7  Reimbursement of Certain Metering Expenses.
Section 6.14 of the Agreement is hereby amended and restated in its entirety
to read as follows:

         "From and after the Closing, Buyer shall (a) reimburse Seller for
         reasonable amounts expended by Seller on or prior to June 30, 2002
         in connection with the installation, renovation or improvement of
         revenue quality meters and related equipment up to an aggregate
         amount of $1,500,000; and (b) cooperate with Seller as fully as
         reasonably possible in order to facilitate Seller's installation,
         renovation or improvement of revenue quality meters and related
         equipment to the extent that such installation, renovation or
         improvement requires that Seller gain access to the Real Property
         after the Closing Date. From the Closing Date through the date on
         which the installation, renovation or improvement of revenue
         quality meters is completed, the interim metering methodology set
         forth on Exhibit P to this Agreement shall be used to compensate
         DP&L for station loads and losses occurring from the Closing Date
         through such date."

                  Section 1.8  Certain Closing Conditions.

                           (a) Section 7.1(o) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Related Purchase Agreement shall be in full force and
         effect and the valid and binding obligation of each Party thereto
         (other than Buyer); and all conditions to the obligations of all
         Parties to the DP&L Related Purchase Agreement to consummate the
         transactions contemplated thereby shall have been satisfied or, to
         the extent permitted by applicable Law, waived."

                           (b) Section 7.2(h) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Related Purchase Agreement shall be in full force and
         effect and the valid and binding obligation of each Party thereto
         (other than Seller); and all conditions to the obligations of all
         Parties to the DP&L Related Purchase Agreement to consummate the
         transactions contemplated thereby shall have been satisfied or, to
         the extent permitted by applicable Law, waived."

                  Section 1.9  Certain Termination Provisions.  Section 9.1(b)
of the Agreement is hereby amended and restated in its entirety to read as
follows:

         "This Agreement may be terminated by Seller, on the one hand, or
         Buyer, on the other hand, upon written notice to the other Party,
         (i) at any time prior to the Closing if any court of competent
         jurisdiction shall have issued an order, judgment or decree
         permanently restraining, enjoining or otherwise prohibiting the
         Closing, and such order, judgment or decree shall have become
         final and nonappealable; (ii) at any time prior to the Closing if
         any Law shall have been enacted or issued by any Governmental
         Authority which, directly or indirectly, prohibits the
         consummation of the transactions contemplated by this Agreement,
         the DP&L Related Purchase Agreement or any Additional Agreement;
         or (iii) at any time after October 31, 2001, if the Closing shall
         not have occurred on or before such date; provided, however, that
         the right to terminate this Agreement under this Section
         9.1(b)(iii) shall not be available to any Party whose breach of
         this Agreement has caused, or resulted in, the failure of the
         Closing to occur on or before such date."

                  Section 1.10 Certain Exhibits. The Agreement is hereby
amended to delete Exhibit G in its entirety and any and all references
thereto in the Agreement.

                                 ARTICLE II

                 Release, Waiver and Additional Provisions

                  Section 2.1  Release and Waiver of Claims Against Seller
Parties.

                           (a) Buyer and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Seller and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Seller
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all claims, demands, debts,
losses, costs, expenses, proceedings, judgments, damages, actions, causes
of action, suits, contracts, agreements, obligations, accounts and
liabilities of any kind or character whatsoever, known or unknown,
suspected or unsuspected, in contract or in tort, at law or in equity
("Claims"), that the Buyer or any of its Affiliates alone or with any other
Person had, now has, or might hereafter have against the Seller Parties or
any of them jointly and/or severally, for or by reason of any matter,
circumstance, event, action, omission, cause or thing whatsoever occurring
or existing on or before the date of this Amendment, arising under,
relating to or in connection with the Agreement (or any of the Exhibits or
Schedules thereto) and which are set forth in Schedule 2.1 to this
Amendment.

                           (b) Buyer hereby represents and warrants to
Seller that, as of the date of this Amendment, to Buyer's knowledge, Buyer
does not have any Claims against any Seller Party, other than as set forth
in Schedule 2.1 to this Amendment, which Claims have been released and
waived pursuant to Section 2.1(a).

                  Section 2.2  Release and Waiver of Claims Against Buyer
Parties.

                           (a) Seller and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Buyer and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Buyer
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all Claims, that the Seller
or any of its Affiliates alone or with any other Person had, now has, or
might hereafter have against the Buyer Parties or any of them jointly
and/or severally, for or by reason of any matter, circumstance, event,
action, omission, cause or thing whatsoever occurring or existing on or
before the date of this Amendment, arising under, relating to or in
connection with the Agreement (or any of the Exhibits or Schedules thereto)
and which are set forth in Schedule 2.2 to this Amendment.

                           (b) Seller hereby represents and warrants to
Buyer that, as of the date of this Amendment, to Seller's knowledge, Seller
does not have any Claims against any Buyer Party, other than as set forth
in Schedule 2.2 to this Amendment, which Claims have been released and
waived pursuant to Section 2.2(a).

                  Section 2.3 Disclosed Matters. Pursuant to Section 6.7 of
the Agreement, Buyer and Seller hereby acknowledge and agree that the
supplemental or amended disclosure set forth in the Schedules to the
Agreement being delivered by Seller to Buyer contemporaneously with this
Amendment and dated as of the date hereof shall, for purposes of the
Agreement, as amended hereby, including for purposes of determining whether
the conditions to Closing set forth in Article VII of the Agreement are
satisfied, be deemed to have been disclosed as of January 18, 2000.

                  Section 2.4 Closing. Pursuant to Section 3.1 of the
Agreement, the Parties hereby agree that, notwithstanding any provision of
the Agreement to the contrary, the Parties intend that the Closing shall
occur on June 22, 2001, subject to the satisfaction or waiver of the
conditions precedent to the Closing set forth therein, as amended hereby.

                                ARTICLE III

                          Miscellaneous Provisions

                  Section 3.1 Amendment and Modification. Subject to
applicable Law, this Amendment may be amended, supplemented or otherwise
modified only by written agreement entered into by all Parties.

                  Section 3.2 Waiver of Compliance; Consents. To the extent
permitted by applicable Law, any failure of any of the Parties to comply
with any covenant, agreement or condition set forth herein may be waived by
the Party entitled to the benefit thereof only by a written instrument
signed by such Party, but any such waiver shall not operate as a waiver of,
or estoppel with respect to, any prior or subsequent failure to comply
therewith.

                  Section 3.3   Notices.  All notices and other communications
hereunder shall be in writing and shall be given in accordance with Section
10.8 of the Agreement.

                  Section 3.4 Assignment. This Amendment shall be binding
upon and inure to the benefit of the Parties and their respective
successors and permitted assigns, but neither this Amendment nor any of the
rights, interests, obligations or remedies hereunder shall be assigned by
any Party hereto, including by operation of law, without the prior written
consent of the other Parties, nor is this Amendment intended to confer upon
any other Person any rights, interests, obligations or remedies hereunder.
Without limiting the generality of the foregoing, no provision of this
Amendment shall create any third-party beneficiary rights in any Employee
or former employee of Seller (including any beneficiary or dependent
thereof) in respect of continued employment or resumed employment, and no
provision of this Amendment shall create any rights in any such Persons in
respect of any benefits that may be provided, directly or indirectly, under
any employee benefit plan or arrangement except as expressly provided for
thereunder. Notwithstanding the foregoing, (i) Seller may assign all or any
portion of its rights, interests, obligations and remedies hereunder to
Conectiv, a Delaware corporation, or any of Conectiv's wholly owned
subsidiaries; provided, however, that no such assignment shall (A)
materially impair or delay the consummation of the transactions
contemplated hereby or by the Agreement or (B) relieve or discharge Seller
from any of its obligations hereunder or under the Agreement; and (ii)
Buyer may assign all or any portion of its rights, interests, obligations
and remedies hereunder to (A) any of its wholly owned subsidiaries or (B) a
trustee, lending institution or other Person solely for purposes of
financing the transactions contemplated hereby; provided, however, that no
such assignment shall (A) materially impair or delay the consummation of
the transactions contemplated hereby or by the Agreement or (B) relieve or
discharge Buyer from any of its obligations hereunder or under the
Agreement.

                  Section 3.5 Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of
Delaware (without giving effect to conflicts of law principles) as to all
matters, including validity, construction, effect, performance and
remedies. Venue in any and all suits, actions and proceedings related to
the subject matter of this Amendment shall be in the state and federal
courts located in and for the State of Delaware (the "Courts"), which shall
have exclusive jurisdiction for such purpose, and the Parties hereby
irrevocably submit to the exclusive jurisdiction of such courts and
irrevocably waive the defense of an inconvenient forum to the maintenance
of any such suit, action or proceeding. Service of process may be made in
any manner recognized by such Courts. Each of the Parties hereby
irrevocably waives its right to a jury trial arising out of any dispute in
connection with this Amendment or the transactions contemplated hereby.

                  Section 3.6 Counterparts. This Amendment may be executed
in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                  Section 3.7 Interpretation. The article and section
headings contained in this Amendment are solely for the purpose of
reference, are not part of the agreement of the parties and shall not in
any way affect the meaning or construction of this Amendment. Ambiguities
and uncertainties in the wording of this Amendment shall not be construed
for or against any Party, but shall be construed in the manner that most
accurately reflects the Parties' intent as of the date of this Amendment.
Each Party acknowledges that it has been represented by counsel in
connection with the review and execution of this Amendment, and,
accordingly, there shall be no presumption that this Amendment or any
provision hereof be construed against the Party that drafted this
Amendment.

                  Section 3.8 Effect; Entire Agreement. Except as amended,
supplemented or otherwise modified by this Amendment, the Agreement shall
remain in full force and effect, and the valid and binding obligation of
each Party. The Agreement, as amended hereby, (including the Schedules and
Exhibits thereto), together with the Confidentiality Agreement, the DP&L
Related Purchase Agreement, as amended, and the ACE Related Purchase
Agreements, as amended, embody the entire agreement and understanding of
the Parties hereto and thereto in respect of the transactions contemplated
by the Agreement, as amended hereby, the Additional Agreements, the DP&L
Related Purchase Agreement, as amended, and the ACE Related Purchase
Agreements, as amended, and supersedes all prior agreements and
understandings between or among the Parties with respect to the
transactions contemplated hereby or thereby.

                          [Signature Page Follows]

                  IN WITNESS WHEREOF, the Parties have caused this
Amendment to be duly executed and delivered as of the date and year first
written above.

                                    DELMARVA POWER & LIGHT COMPANY

                                    By:  /s/ Philip S. Reese
                                       --------------------------------------
                                          Philip S. Reese
                                          Vice President and Treasurer

                                    NRG ENERGY, INC.

                                    By:  /s/ David H. Peterson
                                       --------------------------------------
                                           David H. Peterson
                                           Chairman, President and CEO

                        (DP&L WHOLLY OWNED STATIONS)

                                                                EXHIBIT 2.6

                        DP&L JOINTLY OWNED AGREEMENT

                                 AMENDMENT
                                   TO THE
                        PURCHASE AND SALE AGREEMENT
                               BY AND BETWEEN
                       DELMARVA POWER & LIGHT COMPANY
                                    AND
                              NRG ENERGY, INC.

                  AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (the
"Amendment") by and between Delmarva Power & Light Company, a Delaware and
Virginia corporation ("DP&L" or "Seller"), and NRG Energy, Inc., a Delaware
corporation ("Buyer"), dated as of June 22, 2001. Seller and Buyer may each
be referred to herein individually as a "Party" and collectively as the
"Parties." Capitalized terms used and not otherwise defined in this
Amendment shall have the respective meanings assigned to them in the
Agreement (as defined below).

                  WHEREAS, Seller and Buyer are Parties to that certain
Purchase and Sale Agreement, dated as of January 18, 2000 (the
"Agreement"), providing for the sale and assignment by Seller of the
Purchased Assets and the Assumed Liabilities and the purchase and
assumption by Buyer of the Purchased Assets and the Assumed Liabilities,
upon the terms and conditions set forth in the Agreement; and

                  WHEREAS, the Closing of the transactions contemplated by
the Agreement, the DP&L Related Purchase Agreement and the ACE Related
Purchase Agreements has been unexpectedly delayed; and

                  WHEREAS, as a result of the delay of the Closing, the
Parties desire to amend the Agreement as set forth herein, and the DP&L
Related Purchase Agreement and the ACE Related Purchase Agreements as set
forth in the respective amendments to such agreements, which are being
entered into simultaneously with this Amendment, to, among other things,
extend the termination date of the Agreement, the DP&L Related Purchase
Agreement and the ACE Related Purchase Agreements.

                  NOW THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Seller and Buyer
hereby agree as follows:

                                 ARTICLE I

              Amendment of Certain Provisions of the Agreement

                  Section 1.1  Certain Definitions.

                           (a) Section 1.1(3) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "'Additional Agreements' means the Like-Kind Exchange
         Acknowledgment, the Limited Warranty Deeds, the Assignment and
         Assumption Agreement and the Bill of Sale."

                           (b) Section 1.1 of the Agreement is hereby
amended to include the following additional provision:

         (153) "Like-Kind Exchange Acknowledgment" means the like-kind
         exchange acknowledgment among Buyer, Conectiv Delmarva Generation,
         Inc. ("CDG") and 1031 Corp., Inc. ("1031 Corp") to be entered into
         at the Closing and attached as Exhibit G to the Agreement.

                  Section 1.2  Deliveries by Seller.  Section 3.6(c) of the
Agreement is hereby amended and restated in its entirety to read as follows:

         "The Assignment and Assumption Agreements, duly executed by
         Seller; and the Like-Kind Exchange Acknowledgment, duly executed
         by CDG and 1031 Corp;"

                  Section 1.3 Deliveries by Buyer.  Section 3.7(b) of the
Agreement is hereby amended and restated in its entirety to read as follows:

         "The Assignment and Assumption Agreements and the Like-Kind
         Exchange Acknowledgment, in each case, duly executed by Buyer;"

                  Section 1.4  Relationship of the Agreement and the Related
Purchase Agreements.  Section 3.9 of the Agreement is hereby amended and
restated in its entirety to read as follows:

         "The transactions contemplated by this Agreement, together with
         the transactions contemplated by the DP&L Related Purchase
         Agreement, are intended by the Parties to be consummated
         substantially simultaneously; and if any of the transactions
         contemplated hereby or by the DP&L Related Purchase Agreement are
         not consummated simultaneously on the Closing Date in accordance
         with the terms and subject to the conditions set forth herein and
         in the DP&L Related Purchase Agreement, as applicable, then each
         Party shall take, or cause to be taken, all actions, and do, or
         cause to be done, all things, in each case, that are necessary to
         dissolve and invalidate all transactions contemplated hereby and
         thereby; provided, however, that if the failure to consummate the
         transactions contemplated hereby or thereby results from a default
         or breach of a Party under this Agreement or under the DP&L
         Related Purchase Agreement, then nothing in the foregoing shall
         preclude or limit the rights or remedies of any Party in
         connection with such default or breach."

                  Section 1.5  Certain Closing Conditions.

                           (a) Section 7.1(j) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Related Purchase Agreement shall be in full force and
         effect and the valid and binding obligation of each Party thereto
         (other than Buyer); and all conditions to the obligations of all
         Parties to the DP&L Related Purchase Agreement to consummate the
         transactions contemplated thereby shall have been satisfied or, to
         the extent permitted by applicable Law, waived."

                           (b) Section 7.2(i) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Related Purchase Agreement shall be in full force and
         effect and the valid and binding obligation of each Party thereto
         (other than Seller); and all conditions to the obligations of all
         Parties to the DP&L Related Purchase Agreement to consummate the
         transactions contemplated thereby shall have been satisfied or, to
         the extent permitted by applicable Law, waived."

                  Section 1.6  Certain Termination Provisions.  Section 9.1(b)
of theAgreement is hereby amended and restated in its entirety to read as
follows:

         "This Agreement may be terminated by Seller, on the one hand, or
         Buyer, on the other hand, upon written notice to the other Party,
         (i) at any time prior to the Closing if any court of competent
         jurisdiction shall have issued an order, judgment or decree
         permanently restraining, enjoining or otherwise prohibiting the
         Closing, and such order, judgment or decree shall have become
         final and nonappealable; (ii) at any time prior to the Closing if
         any Law shall have been enacted or issued by any Governmental
         Authority which, directly or indirectly, prohibits the
         consummation of the transactions contemplated by this Agreement,
         the DP&L Related Purchase Agreement or any Additional Agreement;
         or (iii) at any time after October 31, 2001, if the Closing shall
         not have occurred on or before such date; provided, however, that
         the right to terminate this Agreement under this Section
         9.1(b)(iii) shall not be available to any Party whose breach of
         this Agreement has caused, or resulted in, the failure of the
         Closing to occur on or before such date."

                                 ARTICLE II

                 Release, Waiver and Additional Provisions

                  Section 2.1  Release and Waiver of Claims Against Seller
Parties.

                           (a) Buyer and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Seller and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Seller
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all claims, demands, debts,
losses, costs, expenses, proceedings, judgments, damages, actions, causes
of action, suits, contracts, agreements, obligations, accounts and
liabilities of any kind or character whatsoever, known or unknown,
suspected or unsuspected, in contract or in tort, at law or in equity
("Claims"), that the Buyer or any of its Affiliates alone or with any other
Person had, now has, or might hereafter have against the Seller Parties or
any of them jointly and/or severally, for or by reason of any matter,
circumstance, event, action, omission, cause or thing whatsoever occurring
or existing on or before the date of this Amendment, arising under,
relating to or in connection with the Agreement (or any of the Exhibits or
Schedules thereto) and which are set forth in Schedule 2.1 to this
Amendment.

                           (b) Buyer hereby represents and warrants to
Seller that, as of the date of this Amendment, to Buyer's knowledge, Buyer
does not have any Claims against any Seller Party, other than as set forth
in Schedule 2.1 to this Amendment, which Claims have been released and
waived pursuant to Section 2.1(a).

                  Section 2.2  Release and Waiver of Claims Against Buyer
Parties.

                           (a) Seller and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Buyer and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Buyer
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all Claims, that the Seller
or any of its Affiliates alone or with any other Person had, now has, or
might hereafter have against the Buyer Parties or any of them jointly
and/or severally, for or by reason of any matter, circumstance, event,
action, omission, cause or thing whatsoever occurring or existing on or
before the date of this Amendment, arising under, relating to or in
connection with the Agreement (or any of the Exhibits or Schedules thereto)
and which are set forth in Schedule 2.2 to this Amendment.

                           (b) Seller hereby represents and warrants to
Buyer that, as of the date of this Amendment, to Seller's knowledge, Seller
does not have any Claims against any Buyer Party, other than as set forth
in Schedule 2.2 to this Amendment, which Claims have been released and
waived pursuant to Section 2.2(a).

                  Section 2.3 Disclosed Matters. Pursuant to Section 6.6 of
the Agreement, Buyer and Seller hereby acknowledge and agree that the
supplemental or amended disclosure set forth in the Schedules to the
Agreement being delivered by Seller to Buyer contemporaneously with this
Amendment and dated as of the date hereof shall, for purposes of the
Agreement, as amended hereby, including for purposes of determining whether
the conditions to Closing set forth in Article VII of the Agreement are
satisfied, be deemed to have been disclosed as of January 18, 2000.

                  Section 2.4 Closing. Pursuant to Section 3.1 of the
Agreement, the Parties hereby agree that, notwithstanding any provision of
the Agreement to the contrary, the Parties intend that the Closing shall
occur on June 22, 2001, subject to the satisfaction or waiver of the
conditions precedent to the Closing set forth therein, as amended hereby.

                                ARTICLE III

                          Miscellaneous Provisions

                  Section 3.1 Amendment and Modification. Subject to
applicable Law, this Amendment may be amended, supplemented or otherwise
modified only by written agreement entered into by all Parties.

                  Section 3.2 Waiver of Compliance; Consents. To the extent
permitted by applicable Law, any failure of any of the Parties to comply
with any covenant, agreement or condition set forth herein may be waived by
the Party entitled to the benefit thereof only by a written instrument
signed by such Party, but any such waiver shall not operate as a waiver of,
or estoppel with respect to, any prior or subsequent failure to comply
therewith.

                  Section 3.3  Notices.  All notices and other communications
hereunder shall be in writing and shall be given in accordance with Section
10.8 of the Agreement.

                  Section 3.4 Assignment. This Amendment shall be binding
upon and inure to the benefit of the Parties and their respective
successors and permitted assigns, but neither this Amendment nor any of the
rights, interests, obligations or remedies hereunder shall be assigned by
any Party hereto, including by operation of law, without the prior written
consent of the other Parties, nor is this Amendment intended to confer upon
any other Person any rights, interests, obligations or remedies hereunder.
Without limiting the generality of the foregoing, no provision of this
Amendment shall create any third-party beneficiary rights in any Employee
or former employee of Seller (including any beneficiary or dependent
thereof) in respect of continued employment or resumed employment, and no
provision of this Amendment shall create any rights in any such Persons in
respect of any benefits that may be provided, directly or indirectly, under
any employee benefit plan or arrangement except as expressly provided for
thereunder. Notwithstanding the foregoing, (i) Seller may assign all or any
portion of its rights, interests, obligations and remedies hereunder to
Conectiv, a Delaware corporation, or any of Conectiv's wholly owned
subsidiaries; provided, however, that no such assignment shall (A)
materially impair or delay the consummation of the transactions
contemplated hereby or by the Agreement or (B) relieve or discharge Seller
from any of its obligations hereunder or under the Agreement; and (ii)
Buyer may assign all or any portion of its rights, interests, obligations
and remedies hereunder to (A) any of its wholly owned subsidiaries or (B) a
trustee, lending institution or other Person solely for purposes of
financing the transactions contemplated hereby; provided, however, that no
such assignment shall (A) materially impair or delay the consummation of the
transactions contemplated hereby or by the Agreement or (B) relieve or
discharge Buyer from any of its obligations hereunder or under the
Agreement.

                  Section 3.5 Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of
Delaware (without giving effect to conflicts of law principles) as to all
matters, including validity, construction, effect, performance and
remedies. Venue in any and all suits, actions and proceedings related to
the subject matter of this Amendment shall be in the state and federal
courts located in and for the State of Delaware (the "Courts"), which shall
have exclusive jurisdiction for such purpose, and the Parties hereby
irrevocably submit to the exclusive jurisdiction of such courts and
irrevocably waive the defense of an inconvenient forum to the maintenance
of any such suit, action or proceeding. Service of process may be made in
any manner recognized by such Courts. Each of the Parties hereby
irrevocably waives its right to a jury trial arising out of any dispute in
connection with this Amendment or the transactions contemplated hereby.

                  Section 3.6 Counterparts. This Amendment may be executed
in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                  Section 3.7 Interpretation. The article and section
headings contained in this Amendment are solely for the purpose of
reference, are not part of the agreement of the parties and shall not in
any way affect the meaning or construction of this Amendment. Ambiguities
and uncertainties in the wording of this Amendment shall not be construed
for or against any Party, but shall be construed in the manner that most
accurately reflects the Parties' intent as of the date of this Amendment.
Each Party acknowledges that it has been represented by counsel in
connection with the review and execution of this Amendment, and,
accordingly, there shall be no presumption that this Amendment or any
provision hereof be construed against the Party that drafted this
Amendment.

                  Section 3.8 Effect; Entire Agreement. Except as amended,
supplemented or otherwise modified by this Amendment, the Agreement shall
remain in full force and effect, and the valid and binding obligation of
each Party. The Agreement, as amended hereby (including the Schedules and
Exhibits thereto), together with the Confidentiality Agreement, the DP&L
Related Purchase Agreement, as amended, and the ACE Related Purchase
Agreements, as amended, embody the entire agreement and understanding of
the Parties hereto and thereto in respect of the transactions contemplated
by the Agreement, as amended hereby, the Additional Agreements, DP&L
Related Purchase Agreement, as amended, and the ACE Related Purchase
Agreements, as amended, and supersedes all prior agreements and understandings
between or among the Parties with respect to the transactions contemplated
hereby or thereby.

                          [Signature Page Follows]

                  IN WITNESS WHEREOF, the Parties have caused this
Amendment to be duly executed and delivered as of the date and year first
written above.

                                    DELMARVA POWER & LIGHT COMPANY

                                    By:  /s/ Philip S. Reese
                                       --------------------------------------
                                          Philip S. Reese
                                          Vice President and Treasurer

                                    NRG ENERGY, INC.

                                    By:  /s/ David H. Peterson
                                       --------------------------------------
                                           David H. Peterson
                                           Chairman, President and CEO

                       (DP&L JOINTLY OWNED STATIONS)

                                                                  EXHIBIT 2.7

                         ACE WHOLLY OWNED AGREEMENT

                                 AMENDMENT
                                   TO THE
                        PURCHASE AND SALE AGREEMENT
                               BY AND BETWEEN
                       ATLANTIC CITY ELECTRIC COMPANY
                                    AND
                              NRG ENERGY, INC.

                  AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (the
"Amendment") by and between Atlantic City Electric Company, a New Jersey
corporation ("ACE" or "Seller"), and NRG Energy, Inc., a Delaware
corporation ("Buyer"), dated as of June 22, 2001. Seller and Buyer may each
be referred to herein individually as a "Party" and collectively as the
"Parties." Capitalized terms used and not otherwise defined in this
Amendment shall have the respective meanings assigned to them in the
Agreement (as defined below).

                  WHEREAS, Seller and Buyer are Parties to that certain
Purchase and Sale Agreement, dated as of January 18, 2000 (the
"Agreement"), providing for the sale and assignment by Seller of the
Purchased Assets and the Assumed Liabilities and the purchase and
assumption by Buyer of the Purchased Assets and the Assumed Liabilities,
upon the terms and conditions set forth in the Agreement; and

                  WHEREAS, the Closing of the transactions contemplated by
the Agreement, the ACE Related Purchase Agreement and the DP&L Related
Purchase Agreements has been unexpectedly delayed; and

                  WHEREAS, as a result of the delay of the Closing, the
Parties desire to amend the Agreement as set forth herein, the ACE Related
Purchase Agreement and the DP&L Related Purchase Agreements as set forth in
the respective amendments to such agreements, which are being entered into
simultaneously with this Amendment, to, among other things, extend the
termination date of the Agreement, the ACE Related Purchase Agreement and
the DP&L Related Purchase Agreements.

                  NOW THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Seller and Buyer
hereby agree as follows:

                                 ARTICLE I

              Amendment of Certain Provisions of the Agreement

                  Section 1.1  Certain Definitions.  Section 1.1 of the
Agreement is hereby amended to include the following additional provisions:

         (155) "ACE Master Power Purchase Agreement" means the Master Power
         Purchase Agreement between ACE and NRG Power Marketing Inc., dated
         April 11, 2001, as amended through the date hereof, and attached
         as Exhibit J to this Agreement.

         (156) "ACE 400 MWh Energy Purchase Confirmation" means the
         transaction confirmation letter, dated April 11, 2001, as amended,
         through the date hereof, issued by ACE to NRG Power Marketing Inc.
         under the ACE Master Power Purchase Agreement, relating to the
         purchase of 400 MWh of firm electric energy, and attached as
         Exhibit K to this Agreement.

         (157) "ACE 400 MW Capacity Purchase Confirmation" means the
         transaction confirmation letter, dated April 11, 2001, as amended
         through the date hereof, issued by ACE to NRG Power Marketing Inc.
         under the ACE Master Power Purchase Agreement, relating to the
         purchase of 400 MW of firm electric PJM capacity credits, and
         attached as Exhibit L to this Agreement.

         (158) "B.L. England Station Transactions" means the transactions
         contemplated by this Agreement to the extent relating to the B.L.
         England Station, it being understood that such transactions,
         together with the Deepwater Station Transactions, constitute and
         include all of the transactions contemplated by this Agreement.

         (159) "Deepwater Station Transactions" means the transactions
         contemplated by this Agreement to the extent relating to the
         Deepwater Station, it being understood that such transactions,
         together with the B.L. England Station Transactions, constitute
         and include all of the transactions contemplated by this
         Agreement.

         (160) "Deepwater Substation" means the name of the industrial
         establishment as to which ACE has filed a Remediation Agreement
         Application pursuant to ISRA.

         (161) "Distribution Substation Yard" means Distribution Substation
         Yard as such term is used in the Remediation Agreement
         Applications submitted by Deepwater Power LLC and ACE pursuant to
         ISRA for the Deepwater Station and Deepwater Substation,
         respectively.

         (162) "Initial Additional NOx Emission Allowances" means the
         amount of additional NOx Emission Allowances Seller will owe Buyer
         after Closing or Buyer will owe Seller after Closing as determined
         by Section 6.15(b)(ii).

         (163) "Main Substation Yard" means Main Substation Yard as such
         term is used in the Remediation Agreement Applications submitted
         by Deepwater Power LLC and ACE pursuant to ISRA for the Deepwater
         Station and Deepwater Substation, respectively.

         (164) "Supplemental Prorated NOx Emission Allowances" means the
         amount of NOx Emission Allowances calculated in accordance with
         Section 6.15(b)(iii).

                  Section 1.2  Closing.

                           (a) Section 3.1 of the Agreement is hereby
amended by renumbering such section as Section 3.1(a).

                           (b) Section 3.1 of the Agreement is hereby
amended to include the following additional provisions:

         "(b) Notwithstanding any provision hereof to the contrary, the
         Parties acknowledge and agree that, in the event that the
         conditions precedent to the Closing set forth in Sections 7.1 (a)
         and (c), and Sections 7.2 (a), (c), and (g) of this Agreement,
         shall have been satisfied or, to the extent permitted by
         applicable Law, waived by the Party for whose benefit such
         conditions precedent exist, but only with respect to the B.L.
         England Station Transactions or the Deepwater Station
         Transactions, but not both, then the Parties shall proceed to
         consummate the transactions for which such conditions have been so
         satisfied or waived in accordance with this Section 3.1 with the
         following effect:

         (i) with respect to such of the B. L. England Station Transactions
         or the Deepwater Station Transactions as are first consummated by
         the Parties hereunder (such transactions referred to as the "First
         Transactions" and such Station referred to as the "First
         Station"), the terms "Closing" and "Closing Date", as used herein,
         shall mean, with respect to the representations, warranties,
         covenants and agreements set forth herein relating to such First
         Station, including the Purchased Assets, Excluded Assets, Assumed
         Liabilities and Excluded Liabilities relating thereto, the Closing
         of the First Transactions and the date on which such Closing
         actually occurs, respectively;

         (ii) with respect to such of the B. L. England Station
         Transactions or the Deepwater Station Transactions as are last
         consummated by the Parties hereunder (such transactions referred
         to as the "Last Transactions" and such Station referred to as the
         "Last Station"), the terms "Closing" and "Closing Date", as used
         herein, shall mean, with respect to the representations,
         warranties, covenants and agreements set forth herein relating to
         such Last Station, including the Purchased Assets, Excluded
         Assets, Assumed Liabilities and Excluded Liabilities relating
         thereto, the Closing of the Last Transactions and the date on
         which such Closing actually occurs, respectively;

         (iii) (A) no representation or warranty contained in this
         Agreement with respect to the First Transactions or the First
         Station shall survive the Closing of the First Transactions, and
         (B) no representation or warranty contained in this Agreement with
         respect to the Last Transactions or the Last Station shall
         terminate by reason of the Closing of the First Transactions or
         survive the Closing of the Last Transactions;

         (iv) all covenants and agreements of the Parties contained in the
         Agreement to the extent relating to the First Transactions which,
         in accordance with their respective terms, are to be performed and
         complied with (A) prior to or at the Closing shall be of no
         further force or effect after the Closing of the First
         Transactions or (B) on or prior to the Closing Date shall be of no
         further force or effect after the Closing Date of the First
         Transactions, in each case, solely to the extent relating to the
         First Transactions; provided that no Party hereto shall be
         relieved of any liability hereunder for any wilful breach of its
         obligations hereunder;

         (v)      all covenants and agreements of the Parties contained in the
         Agreement to the extent relating to the First Transactions which, in
         accordance with their respective terms, are to be performed and
         complied with (A) after the Closing Date shall be performed or
         complied with after the Closing Date of the First Transactions or
         (B) after the Closing shall be performed or complied with after
         the Closing of the First Transactions, in each case, solely to the
         extent relating to the First Transactions;

         (vi) all covenants and agreements of the Parties contained in the
         Agreement to the extent relating to the Last Transactions which,
         in accordance with their respective terms, are to be performed and
         complied with (A) prior to or at the Closing shall be of no
         further force or effect after the Closing of the Last Transactions
         or (B) on or prior to the Closing Date shall be of no further
         force or effect after the Closing Date of the Last Transactions,
         in each case, solely to the extent relating to the Last
         Transactions; provided that no Party hereto shall be relieved of
         any liability hereunder for any wilful breach of its obligations
         hereunder;

         (vii) all covenants and agreements of the Parties contained in the
         Agreement to the extent relating to the Last Transactions which,
         in accordance with their respective terms, are to be performed and
         complied with (A) after the Closing Date shall be performed or
         complied with after the Closing Date of the Last Transactions or
         (B) after the Closing shall be performed or complied with after
         the Closing of the Last Transactions, in each case, solely to the
         extent relating to the Last Transactions, it being understood that
         no Party shall have any obligation to perform or comply with any
         such covenant or agreement after the Closing Date or the Closing
         of the First Transaction and prior to or at the Closing Date or
         the Closing of the Last Transaction; and

         (viii) all conditions to the respective obligations of the Parties
         to effect the transactions contemplated by this Agreement and set
         forth in Article VII shall, from and after the Closing of the
         First Transaction, be of no further force or effect with respect
         to the First Transaction."

                  Section 1.3  Relationship of the Agreement and the Related
Purchase Agreements.  Section 3.9 of the Agreement is hereby amended by
deleting such Section in its entirety.

                  Section 1.4  Employees.

                           (a) Section 6.8(g) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "(g) As soon as practicable, and in any event within ninety (90)
         days after the Closing Date, Buyer shall establish or make
         available to Transferred Union Employees a defined contribution
         pension plan (or plans) and trust (or trusts) intended to qualify
         under Sections 401(a) and 501(a) of the Code (such plan or plans
         referred to as "Buyer's Savings Plan") in which all Transferred
         Union Employees shall be eligible to participate as of the later
         of the Closing Date or the Buyer's Savings Plan's effective date.
         Buyer's Savings Plan shall provide for deferral options and
         employer matching contributions with respect to the Transferred
         Union Employees who are participants in the Conectiv Savings &
         Investment Plan and the Atlantic City Electric Co. Savings Plan B
         (collectively, "Seller's Savings Plans") as of the Closing Date
         (such employees, the "Transferred Savings Employees") that are no
         less favorable than those provided as of immediately prior to the
         Closing Date to the Transferred Savings Employees under the
         Seller's Savings Plans. Buyer shall provide a make-whole payment
         outside of Buyer's Savings Plan to reflect lost matching
         contributions on account of any delay in enrollment to any
         Transferred Employee who enrolls in Buyer's Savings Plan within
         the first thirty (30) days after the Closing. Contributions to the
         Seller's Savings Plans with respect to the Transferred Savings
         Employees shall cease effective as of the Closing Date, subject to
         Section 6.8(l). Each Transferred Savings Employee shall be
         afforded the option of transferring his or her account balance
         into the Buyer's Savings Plan; provided, however, that if Seller
         is able to obtain a favorable ruling from the Internal Revenue
         Service to the effect that the consummation of the transactions
         contemplated hereby shall constitute a sale of substantially all
         of the assets used in a trade or business within the meaning of
         Section 401(k)(10) of the Code, each Transferred Savings Employee
         shall be afforded the option of rolling over his or her account
         balance into the Buyer's Savings Plan. Such transfers or rollovers
         shall satisfy the requirements of Section 414(l) of the Code and
         Section 208 of ERISA and shall be in the form of cash or other
         property, as Seller and Buyer shall mutually agree prior to such
         transfer or rollover. Each Transferred Savings Employee shall be
         treated as a terminated employee, and shall be afforded the
         opportunity to receive a distribution from Seller's Savings Plans,
         to elect a direct rollover of such distribution into Buyer's
         Savings Plan, or to leave his or her account balance in Seller's
         Savings Plans (if such balance exceeds $5,000). Any such
         rollovers shall satisfy the requirements of Section 208 of ERISA
         and shall be in the form of cash or other property, as Seller and
         Buyer shall mutually agree prior to such rollover. Prior to such
         rollover, Buyer will provide Seller with such documents and other
         information as Seller shall reasonably request to assure itself
         that Buyer's Savings Plan and the trust or trusts established
         pursuant thereto contain participant loan provisions and
         procedures necessary to effect the orderly transfer of participant
         loan balances associated with the rollover. Notwithstanding
         anything in this Section 6.8(f) to the contrary, no such rollover
         shall take place unless and until Seller has received written
         evidence of the adoption of Buyer's Savings Plan and the trust (or
         trusts) thereunder by Buyer and either (A) a copy of a favorable
         determination letter issued by the Internal Revenue Service and
         satisfactory to Seller's counsel with respect to Buyer's Savings
         Plan or (B) an opinion, satisfactory to Seller's counsel, of
         Buyer's counsel to the effect that the terms of Buyer's Savings
         Plan and its related trust or trusts qualify under Sections 401(a)
         and 501(a) of the Code. Buyer and Seller shall provide each other
         with such records and information as may be necessary or
         appropriate to carry out their obligations under this Section
         6.8(f) for the purposes of administration of Buyer's Savings Plan,
         and they shall cooperate in the filing of documents required by
         the transactions described herein."

                           (b) Section 6.8 of the Agreement is hereby
amended to include the following additional provisions:

         "(k) Within sixty (60) days after the Closing, Seller shall (a)
         provide Buyer with a written statement setting forth the number of
         unused hours of vacation, accrued vacation, carryover vacation,
         perfect attendance holidays and floating holidays accrued during
         the period commencing on January 1 of the year during which the
         Closing occurs and ending on the day immediately preceding the
         Closing Date ("Accrued and Unused Vacation") for Transferred
         Non-Union Employees and (b) transfer funds to Buyer in an amount
         sufficient to pay for Accrued and Unused Vacation, such amount to
         be based on the wages and salaries of Transferred Non-Union
         Employees in effect on the day immediately preceding the Closing
         Date; provided that, upon receipt of notice from Seller, Buyer
         shall promptly reimburse Seller for any and all payments in
         respect of Accrued and Unused Vacation made by Seller to
         Transferred Non-Union Employees after the Closing, whether as the
         result of any suit, action or proceeding, or otherwise. From and
         after the Closing, Buyer shall recognize the right of Transferred
         Employees to Accrued and Unused Vacation during the remainder of
         the year during which the Closing occurs and, with respect to
         Transferred Union Employees, in accordance with the applicable IBEW
         Collective Bargaining Agreement and applicable Law.

         (l) In the event that the Closing Date occurs on any day other
         than the day immediately following the day on which any regular
         pay period of Seller relating to any Transferred Employees ends,
         then, notwithstanding Buyer's obligations hereunder, in order to
         accommodate Buyer's request, Seller shall, in respect of such
         period, (i) pay to such Transferred Employees the salary or wages
         to which such Transferred Employees are entitled, (ii) pay to the
         applicable Governmental Authorities all required amounts in
         respect of payroll and similar withholding Taxes relating to such
         salaries and wages, and (iii) make any regular deposits or
         contributions, including deposits or contributions of matching
         funds to Seller's Benefit Plans on behalf of such Transferred
         Employees. Buyer shall, within 30 days after the Closing,
         reimburse Seller for all amounts in respect of such salaries,
         wages, Taxes, deposits and contributions to the extent relating to
         the period from and after the Closing Date."

                  Section 1.5 Environmental Matters.

                           (a) Section 6.10(c)(i) is hereby amended as
follows:

                                            (i) by adding, at the beginning
of the first sentence, the phrase "Except as set forth in subsection (iii)
below, "; and

                                            (ii) by deleting the phrase at the
         beginning of second sentence, "Notwithstanding anything to the
         contrary herein," and replacing it with the phrase
         "Notwithstanding anything to the contrary herein, and subject to
         Section 6.10(c)(iii),".

                           (b) Section 6.10(c) is hereby amended to include
the following additional provision:

         "(iii) Notwithstanding the above, Seller, to the extent authorized
         by the NJDEP, shall be responsible for compliance with ISRA after
         the Closing with respect to the Main Substation Yard and the
         Distribution Substation Yard for the Deepwater Station and shall
         be responsible for the costs incurred in connection with such
         compliance, provided, that Buyer shall reimburse Seller for all
         costs or Indemnifiable Losses incurred to the extent that such
         costs or Indemnifiable Losses arise in connection with the
         investigation or Remediation of contamination arising from or
         relating to assets (including the oil filter house and the
         subsurface vault located in the Main Substation Yard) other than
         the Transmission Assets."

                           (c) Section 6.15(a) is hereby amended by
renumbering such section as Section 6.15(a)(i).

                           (d) Section 6.15(a) is hereby amended to include
the following additional provision:

         "(ii) In furtherance, but not in limitation of Section 3.1(b), if
         the B.L. England Station and the Deepwater Station are not
         transferred to Buyer at the same time, the SO2 Allowances and NOx
         Emission Allowances that have been allocated to or are otherwise
         related to the Last Station, as set forth on Schedules 2.1(g) and
         2.1(h), shall not be transferred to Buyer and shall remain the
         property of Seller until such time as the Last Station is
         transferred to Buyer. In addition, in calculating whether Seller
         owes Buyer additional Emission Allowances as a result of Seller's
         operation of the Stations prior to the Closing or whether Buyer
         owes Seller additional Emission Allowances, as set forth in
         Section 6.15(b), the Parties shall not make any such calculations
         with respect to the Last Station until such time as the Last
         Station is transferred to Buyer; provided that nothing herein is
         intended to relieve the Parties from their obligations to make
         such calculations with respect to the First Station."

                           (e) Section 6.15(b)(ii) is hereby amended and
restated in its entirety to read as follows:

         "(ii)    Initial Additional NOx Emission Allowances.

                  (A) Seller shall provide Initial Additional NOx Emission
         Allowances to Buyer based on the following formula: (1) Seller's
         emissions of NOx (in tons) from the units subject to the NOx
         Budget Program of New Jersey for the period of the year from and
         including May 1 of the year in which the transaction closes up to
         but not including the Closing Date, or September 30 of said year,
         whichever comes first; minus (2) Seller's Initial Prorated NOx
         Emission Allowances. Seller's Initial Prorated NOx Emission
         Allowances shall be determined by adding all of the NOx Emission
         Allowances set forth on Schedule 6.15(b)(ii) from and including
         May 1 of the year the transaction closes up to but not including
         the Closing Date, or September 30 of the year the transaction
         closes, whichever comes first. If the result of this calculation
         is less than zero, then Buyer shall transfer to Seller an amount
         of Initial Additional NOx Emission Allowances equal to the
         absolute value of the result of the calculation set forth in this
         subsection.

                  (B) If Schedule 6.15(b)(ii) and Schedule 6.15(b)(iii) are
         not finalized as of the date of the execution of this Agreement,
         Seller hereby covenants to act in good faith to promptly prepare
         such schedules after the relevant Governmental Authority finalizes
         the initial allocation of NOx Emission Allowances for the year
         2001. Schedule 6.15(b)(ii) shall be prepared as follows. First,
         Seller shall develop a projection of its NOx emissions for each of
         the Purchased Assets for each calendar day from May 1, 2001 to and
         including September 30, 2001. Second, Seller shall take the NOx
         Emission Allowances set forth on Schedule 2.1(g) for each
         Purchased Asset for the year 2001 and allocate the NOx Emission
         Allowances to each calendar day for the period May 1, 2001 to and
         including September 30, 2001, so that for each such calendar day,
         the ratio of said NOx Emission Allowances to the total number of
         NOx Emission Allowances for the Purchased Asset set forth on
         Schedule 2.1(g) for the year 2001 shall equal the ratio of the
         projected NOx emissions for each such calendar day to the total
         number of projected NOx emissions for the Purchased Asset for the
         period May 1, 2001 to and including September 30, 2001. When
         completed, Schedule 6.15(b)(ii) shall be a day-by-day schedule of
         NOx Emission Allowances for each of the Purchased Assets. The
         final form and substance of Schedule 6.15(b)(ii) shall be subject
         to the agreement of Seller and Buyer, acting in good faith,
         consistent with the terms of this subsection. Schedule
         6.15(b)(iii) shall be based on the ratios calculated in connection
         with the development of Schedule 6.15(b)(ii)."

                           (f)      Section 6.15(b)(iii) is hereby amended by
renumbering such section as Section 6.15(b)(iv) and is hereby amended and
restated in its entirety to read as follows:

         "(iv) If it appears with respect to any Station that the Closing
         of the transactions contemplated by this Agreement will not occur
         until after December 31, 2001, Seller shall prepare with respect
         to such Station schedules that will accomplish the same purpose as
         Schedules 6.15(b)(i), 6.15(b)(ii) and 6.15(b)(iii) for calendar
         year 2002 (or such other calendar year(s) in which the transaction
         closes). Such schedules shall be prepared consistent with the
         terms of Section 6.15(b)."

                           (g) Section 6.15(b) is hereby amended to include the
following additional provision:

         "(iii) Supplemental Prorated NOx Emission Allowances The
         Supplemental Prorated NOx Emission Allowances shall be determined
         as follows: (A) if the Closing of the B.L. England Station
         Transactions occurs at a time other than at the time of the
         Closing of the Deepwater Station Transactions, the number of NOx
         Emission Allowances issued to Seller by the NJDEP after the
         Closing Date, during the year of the Closing, shall be multiplied
         by 18.5%; (B) the product calculated in (A) shall be multiplied by
         86%.; (C) the percentages on Schedule 6.15(b)(iii) shall be added
         from and including May 1 of the year the transaction closes up to
         but not including the Closing Date, or September 30 of the year
         the transaction closes, whichever comes first; and (D) the number
         of NOx Emission Allowances calculated in (B) shall be multiplied
         by the percentage calculated in (C). Seller shall retain the
         Supplemental Prorated NOx Emission Allowances. If B.L. England
         Station is later transferred to Buyer, Supplemental Prorated NOx
         Emission Allowances with respect to B.L. England Station shall be
         determined using the same formula, with the exception that in (A),
         NOx Emission Allowances issued to Seller by the NJDEP after the
         Closing Date, during the year of the Closing, shall be multiplied
         by 81.5%."

                           (h) Section 6.15(c) is hereby amended and restated
in its entirety to read as follows:

         "Buyer shall deliver to Seller, within thirty (30) days after
         Closing, a statement indicating the amount of SO2 Allowances and
         Initial Additional NOx Emission Allowances it is owed, or that it
         owes Seller, in accordance with the formulas set forth in
         subsections (b)(i) and (ii), respectively (the "Statement"). The
         Statement shall be based on verified CEMs data for SO2 and NOx and
         shall include sufficient information to be evaluated by Seller. In
         the event that Seller is in disagreement with the Statement,
         Seller shall, within ten (10) calendar days after receipt of the
         Statement, notify Buyer of such disagreement setting forth with
         specificity the nature of such disagreement. If Seller fails to
         notify Buyer of all disagreements within the ten (10) calendar
         days provided for herein, then the Statement, as delivered by
         Buyer pursuant to Section 6.15(c), shall be final, binding and
         conclusive on the Parties hereto and the Party owing SO2
         Allowances and/or Initial Additional NOx Emission Allowances to
         the other Party shall transfer such SO2 Allowances and/or Initial
         Additional NOx Emission Allowances (or make a payment in lieu of
         transferring such Emissions Allowances in accordance with Section
         6.15(d)). If Seller is in disagreement with the Statement and
         notifies Buyer within such ten (10) calendar day period, then the
         Parties shall promptly attempt to resolve such disagreement by
         negotiation. If the Parties are unable to resolve such
         disagreements within fifteen (15) calendar days following such
         notice of disagreement, the Parties shall appoint an Independent
         Accounting Firm within thirty (30) calendar days following such
         notice, which shall review the Statement and any additional
         information related to the Statement submitted by either of the
         Parties and shall determine the amount of SO2 Allowances and/or
         Initial Additional NOx Emission Allowances owed by either of the
         Parties. Resolution of any such disagreements shall be made by the
         Independent Accounting Firm in a writing addressed to all Parties
         within thirty (30) calendar days following referral to it by the
         Parties of such disagreements in accordance with this Agreement.
         The findings of such Independent Accounting Firm shall be final,
         binding and conclusive on the Parties. All costs and fees of the
         Independent Accounting Firm shall be borne by Buyer and Seller
         equally."

                           (i) Section 6.15(d) is hereby amended and restated
in its entirety to read as follows:

         "The Party or Parties owing SO2 Allowances and/or Initial
         Additional NOx Emission Allowances calculated pursuant to this
         Section shall transfer the number of SO2 Allowances and/or Initial
         Additional NOx Emission Allowances owed to the other Party by no
         later than thirty (30) days prior to the dates by which Buyer must
         have sufficient SO2 Allowances and/or Initial Additional NOx
         Emission Allowances in its compliance accounts in order to comply
         with Title IV of the federal Clean Air Act or the NOx Budget
         Program of New Jersey. The NOx Emission Allowances and SO2
         Allowances transferred hereunder shall have a vintage year that is
         the same as the year the transaction closes or, solely in the case
         of SO2 Allowances, a prior vintage year, unless the Party that is
         owed such Emission Allowances waives such requirement in writing.
         If the Party owing SO2 Allowances and/or Initial Additional NOx
         Emission Allowances does not or cannot meet this provision, the
         other Party shall be entitled to (i) acquire SO2 Allowances and/or
         NOx Emission Allowances equal to the number of additional SO2
         Allowances and/or Initial Additional NOx Emission Allowances
         calculated pursuant to this Section and (ii) seek compensation
         from the owing Party for the cost of acquiring such additional SO2
         Allowances and/or NOx Emission Allowances, respectively
         ("Allowance Cost"), which shall be calculated based on the market
         price for such allowances as of the date such allowances are
         purchased; provided, that a Party that is owed SO2 Allowances
         and/or Initial Additional NOx Emission Allowances and has the
         right to purchase such Emission Allowances pursuant to this
         Section must purchase such Emission Allowances no later than 180
         days after the date(s) by which the owing Party was to provide
         such Emission Allowances to the owed Party, as set forth in the
         first sentence of this subsection, in order to be entitled to
         receive compensation under this subsection. The Party that has the
         right to purchase SO2 Allowances and/or NOx Emission Allowances
         pursuant to this Section shall also be entitled to receive simple
         interest at the Prime Rate on the Allowance Cost, which shall
         accrue from the date(s) payment is due as provided in the
         following sentence through and including the date of payment by
         the owing Party. Payment shall be made no later than thirty (30)
         days after the owing Party receives an invoice from the owed Party
         for compensation, which invoice shall specify the market price of
         the Emissions Allowances acquired by the owed Party; provided,
         that the owing Party shall not be obligated to make such payment
         if it disputes the amount of compensation claimed by the owed
         Party within fifteen (15) days after receipt of the invoice from
         the owed Party. Any disputes concerning the compensation owed to
         Buyer under Section 6.15(d) shall be resolved through good faith
         negotiations between the Parties. Buyer and Seller shall be
         obligated to act reasonably to mitigate the Allowance Cost as set
         forth herein. Furthermore, notwithstanding anything to the
         contrary herein, Seller shall have no obligation to indemnify
         Buyer for any penalties or fines or other costs or expenses
         related to Buyer's failure to comply with the legal requirements
         of Title IV of the Clean Air Act or the NOx Budget Program of New
         Jersey."

                  Section 1.6  Reimbursement of Certain Metering Expenses.
Section 6.17 of the Agreement is hereby amended and restated in its entirety
to read as follows:

         "From and after the Closing, Buyer shall (a) reimburse Seller for
         reasonable amounts expended by Seller on or prior to June 30, 2002
         in connection with the installation, renovation or improvement of
         revenue quality meters and related equipment up to an aggregate
         amount of $1,500,000; and (b) cooperate with Seller as fully as
         reasonably possible in order to facilitate Seller's installation,
         renovation or improvement of revenue quality meters and related
         equipment to the extent that such installation, renovation or
         improvement requires that Seller gain access to the Real Property
         after the Closing Date. From the Closing Date through the date on
         which the installation, renovation or improvement of revenue
         quality meters is completed, the interim metering methodology set
         forth on Exhibit M to this Agreement shall be used to compensate
         ACE for station loads and losses occurring from the Closing Date
         through such date."

                  Section 1.7 Conditions to the Obligations of Buyer.
Section 7.1(j) of the Agreement is hereby amended and restated in its
entirety to read as follows:

         "The ACE 400 MWh Energy Purchase Confirmation and the ACE 400 MW
         Capacity Purchase Confirmation shall have been terminated in all
         respects with no further Liability on the part of Buyer or any
         Affiliate of Buyer, and Buyer shall have received evidence of such
         termination in form and substance reasonably satisfactory to
         Buyer."

                  Section 1.8 Conditions to the Obligation of Seller.
Section 7.2(i) of the Agreement is hereby amended and restated in its
entirety to read as follows:

         "The ACE 400 MWh Energy Purchase Confirmation and the ACE 400 MW
         Capacity Purchase Confirmation shall have been terminated in all
         respects with no further Liability on the part of Seller or any
         Affiliate of Seller, and Seller shall have received evidence of
         such termination in form and substance reasonably satisfactory to
         Seller."

                  Section 1.9  Certain Termination Provisions.  Section 9.1(b)
of the Agreement is hereby amended and restated in its entirety to read as
follows:

                  "This Agreement may be terminated by Seller, on the one
         hand, or Buyer, on the other hand, upon written notice to the
         other Party, (i) at any time prior to the Closing if any court of
         competent jurisdiction shall have issued an order, judgment or
         decree permanently restraining, enjoining or otherwise prohibiting
         the Closing, and such order, judgment or decree shall have become
         final and nonappealable; (ii) at any time prior to the Closing if
         any Law shall have been enacted or issued by any Governmental
         Authority which, directly or indirectly, prohibits the
         consummation of the transactions contemplated by this Agreement or
         by any Additional Agreement; or (iii) solely with respect to the
         Deepwater Station Transactions, at any time after October 31,
         2001, if the Closing of the Deepwater Station Transactions shall
         not have occurred on or before such date; and solely with respect
         to the B.L. England Station Transactions, at any time after
         December 31, 2001, if the Closing of the B.L. England Station
         Transactions shall not have occurred on or before such date;
         provided, however, that the right to terminate this Agreement
         under this Section 9.1(b)(iii) shall not be available to any Party
         whose breach of this Agreement has caused, or resulted in, the
         failure of the Closing to occur on or before such date."

                  Section 1.10 Effect of Termination.  Section 9.2 of the
Agreement is hereby amended and restated in its entirety to read as follows:

                  "Upon termination of this Agreement prior to the Closing
         pursuant to Section 9.1, this Agreement shall be null and void and
         of no further force or effect (except that the provisions set
         forth in Section 6.3, this Section 9.2 and Article X, and the
         Confidentiality Agreement, shall remain in full force and effect
         in accordance with their respective terms); and no Party shall
         have any further Liability under this Agreement (other than for
         any wilful breach of its obligations hereunder), provided however,
         that, in the event that this Agreement is terminated pursuant to
         Section 9.1(b)(iii) with respect to the B.L. England Station
         Transactions or the Deepwater Station Transactions, but not both,
         the preceding sentence shall apply to the First Transactions and
         the First Station for which this Agreement shall have been so
         terminated, but shall remain in full force and effect for the Last
         Transactions and Last Station."

                  Section 1.11  No Survival.  Section 10.6 of the Agreement is
hereby amended and restated in its entirety to read as follows:

                  "Subject to Section 3.1(b), no representation or warranty
         contained in this Agreement shall survive the delivery of the
         Limited Warranty Deeds and the Closing. Subject to Section 3.1(b),
         the covenants and agreements of the Parties contained in this
         Agreement shall survive the Closing in accordance with their
         respective terms."

                                 ARTICLE II

                 Release, Waiver and Additional Provisions

                  Section 2.1 Release and Waiver of Claims Against
Seller Parties.

                           (a) Buyer and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Seller and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Seller
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all claims, demands, debts,
losses, costs, expenses, proceedings, judgments, damages, actions, causes
of action, suits, contracts, agreements, obligations, accounts and
liabilities of any kind or character whatsoever, known or unknown,
suspected or unsuspected, in contract or in tort, at law or in equity
("Claims"), that the Buyer or any of its Affiliates alone or with any other
Person had, now has, or might hereafter have against the Seller Parties or
any of them jointly and/or severally, for or by reason of any matter,
circumstance, event, action, omission, cause or thing whatsoever occurring
or existing on or before the date of this Amendment, arising under,
relating to or in connection with the Agreement (or any of the Exhibits or
Schedules thereto) and which are set forth in Schedule 2.1 to this
Amendment.

                           (b) Buyer hereby represents and warrants to
Seller that, as of the date of this Amendment, to Buyer's knowledge, Buyer
does not have any Claims against any Seller Party, other than as set forth
in Schedule 2.1 to this Amendment, which Claims have been released and
waived pursuant to Section 2.1(a).

                  Section 2.2  Release and Waiver of Claims Against Buyer
Parties.

                           (a) Seller and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Buyer and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Buyer
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all Claims, that the Seller
or any of its Affiliates alone or with any other Person had, now has, or
might hereafter have against the Buyer Parties or any of them jointly
and/or severally, for or by reason of any matter, circumstance, event,
action, omission, cause or thing whatsoever occurring or existing on or
before the date of this Amendment, arising under, relating to or in
connection with the Agreement (or any of the Exhibits or Schedules thereto)
and which are set forth in Schedule 2.2 to this Amendment.

                           (b) Seller hereby represents and warrants to
Buyer that, as of the date of this Amendment, to Seller's knowledge, Seller
does not have any Claims against any Buyer Party, other than as set forth
in Schedule 2.2 to this Amendment, which Claims have been released and
waived pursuant to Section 2.2(a).

                  Section 2.3 Disclosed Matters. Pursuant to Section 6.7 of
the Agreement, Buyer and Seller hereby acknowledge and agree that the
supplemental or amended disclosure set forth in the Schedules to the
Agreement being delivered by Seller to Buyer contemporaneously with this
Amendment and dated as of the date hereof shall, for purposes of the
Agreement, as amended hereby, including for purposes of determining whether
the conditions to Closing set forth in Article VII of the Agreement are
satisfied, be deemed to have been disclosed as of January 18, 2000.

                                ARTICLE III

                          Miscellaneous Provisions

                  Section 3.1 Amendment and Modification. Subject to
applicable Law, this Amendment may be amended, supplemented or otherwise
modified only by written agreement entered into by all Parties.

                  Section 3.2 Waiver of Compliance; Consents. To the extent
permitted by applicable Law, any failure of any of the Parties to comply
with any covenant, agreement or condition set forth herein may be waived by
the Party entitled to the benefit thereof only by a written instrument
signed by such Party, but any such waiver shall not operate as a waiver of,
or estoppel with respect to, any prior or subsequent failure to comply
therewith.

                  Section 3.3  Notices.  All notices and other communications
hereunder shall be in writing and shall be given in accordance with Section
10.8 of the Agreement.

                  Section 3.4 Assignment. This Amendment shall be binding
upon and inure to the benefit of the Parties and their respective
successors and permitted assigns, but neither this Amendment nor any of the
rights, interests, obligations or remedies hereunder shall be assigned by
any Party hereto, including by operation of law, without the prior written
consent of the other Parties, nor is this Amendment intended to confer upon
any other Person any rights, interests, obligations or remedies hereunder.
Without limiting the generality of the foregoing, no provision of this
Amendment shall create any third-party beneficiary rights in any Employee
or former employee of Seller (including any beneficiary or dependent
thereof) in respect of continued employment or resumed employment, and no
provision of this Amendment shall create any rights in any such Persons in
respect of any benefits that may be provided, directly or indirectly, under
any employee benefit plan or arrangement except as expressly provided for
thereunder. Notwithstanding the foregoing, (i) Seller may assign all or any
portion of its rights, interests, obligations and remedies hereunder to
Conectiv, a Delaware corporation, or any of Conectiv's wholly owned
subsidiaries; provided, however, that no such assignment shall (A)
materially impair or delay the consummation of the transactions
contemplated hereby or by the Agreement or (B) relieve or discharge Seller
from any of its obligations hereunder or under the Agreement; and (ii)
Buyer may assign all or any portion of its rights, interests, obligations
and remedies hereunder to (A) any of its wholly owned subsidiaries or (B) a
trustee, lending institution or other Person solely for purposes of
financing the transactions contemplated hereby; provided, however, that no
such assignment shall (A) materially impair or delay the consummation of
the transactions contemplated hereby or by the Agreement or (B) relieve or
discharge Buyer from any of its obligations hereunder or under the
Agreement.

                  Section 3.5 Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of
Delaware (without giving effect to conflicts of law principles) as to all
matters, including validity, construction, effect, performance and
remedies. Venue in any and all suits, actions and proceedings related to
the subject matter of this Amendment shall be in the state and federal
courts located in and for the State of Delaware (the "Courts"), which shall
have exclusive jurisdiction for such purpose, and the Parties hereby
irrevocably submit to the exclusive jurisdiction of such courts and
irrevocably waive the defense of an inconvenient forum to the maintenance
of any such suit, action or proceeding. Service of process may be made in
any manner recognized by such Courts. Each of the Parties hereby
irrevocably waives its right to a jury trial arising out of any dispute in
connection with this Amendment or the transactions contemplated hereby.

                  Section 3.6 Counterparts. This Amendment may be executed
in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                  Section 3.7 Interpretation. The article and section
headings contained in this Amendment are solely for the purpose of
reference, are not part of the agreement of the parties and shall not in
any way affect the meaning or construction of this Amendment. Ambiguities
and uncertainties in the wording of this Amendment shall not be construed
for or against any Party, but shall be construed in the manner that most
accurately reflects the Parties' intent as of the date of this Amendment.
Each Party acknowledges that it has been represented by counsel in
connection with the review and execution of this Amendment, and,
accordingly, there shall be no presumption that this Amendment or any
provision hereof be construed against the Party that drafted this
Amendment.

                  Section 3.8 Effect; Entire Agreement. Except as amended,
supplemented or otherwise modified by this Amendment, the Agreement shall
remain in full force and effect, and the valid and binding obligation of
each Party. The Agreement, as amended hereby (including the Schedules and
Exhibits thereto), together with the Confidentiality Agreement, the ACE
Related Purchase Agreement, as amended, and the DP&L Related Purchase
Agreements, as amended, embody the entire agreement and understanding of
the Parties hereto and thereto in respect of the transactions contemplated
by the Agreement, as amended hereby, the Additional Agreements, the ACE
Related Purchase Agreement, as amended, and the DP&L Related Purchase
Agreements, as amended, and supersedes all prior agreements and
understandings between or among the Parties with respect to the
transactions contemplated hereby or thereby.

                          [Signature Page Follows]

                  IN WITNESS WHEREOF, the Parties have caused this
Amendment to be duly executed and delivered as of the date and year first
written above.

                                    ATLANTIC CITY ELECTRIC COMPANY

                                    By:  /s/ Philip S. Reese
                                       --------------------------------------
                                          Philip S. Reese
                                          Vice President and Treasurer

                                    NRG ENERGY, INC.

                                    By:  /s/ David H. Peterson
                                       --------------------------------------
                                           David H. Peterson
                                           Chairman, President and CEO

(ACE WHOLLY OWNED STATIONS)

                                                                  EXHIBIT 2.8

                        ACE JOINTLY OWNED AGREEMENT

                                 AMENDMENT
                                   TO THE
                        PURCHASE AND SALE AGREEMENT
                               BY AND BETWEEN
                       ATLANTIC CITY ELECTRIC COMPANY
                                    AND
                              NRG ENERGY, INC.

                  AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (the
"Amendment") by and between Atlantic City Electric Company, a New Jersey
corporation ("ACE" or "Seller"), and NRG Energy, Inc., a Delaware
corporation ("Buyer"), dated as of June 22, 2001. Seller and Buyer may each
be referred to herein individually as a "Party" and collectively as the
"Parties." Capitalized terms used and not otherwise defined in this
Amendment shall have the respective meanings assigned to them in the
Agreement (as defined below).

                  WHEREAS, Seller and Buyer are Parties to that certain
Purchase and Sale Agreement, dated as of January 18, 2000 (the
"Agreement"), providing for the sale and assignment by Seller of the
Purchased Assets and the Assumed Liabilities and the purchase and
assumption by Buyer of the Purchased Assets and the Assumed Liabilities,
upon the terms and conditions set forth in the Agreement; and

                  WHEREAS, the Closing of the transactions contemplated by
the Agreement, the ACE Related Purchase Agreement and the DP&L Related
Purchase Agreements has been unexpectedly delayed; and

                  WHEREAS, as a result of the delay of the Closing, the
Parties desire to amend the Agreement as set forth herein, and the ACE
Related Purchase Agreement and the DP&L Related Purchase Agreements as set
forth in the respective amendments to such agreements, which are being
entered into simultaneously with this Amendment, to, among other things,
extend the termination date of the Agreement, the ACE Related Purchase
Agreement and the DP&L Related Purchase Agreements.

                  NOW THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Seller and Buyer
hereby agree as follows:

                                 ARTICLE I

              Amendment of Certain Provisions of the Agreement

                  Section 1.1 Relationship of the Agreement and the Related
Purchase Agreements. Section 3.9 of the Agreement is hereby amended by
deleting such Section in its entirety.

                  Section 1.2  Certain Closing Conditions.

                           (a) Section 7.1(j) of the Agreement is hereby
amended by deleting such Section in its entirety.

                           (b) Section 7.2(i) of the Agreement is hereby
amended by deleting such Section in its entirety.

                  Section 1.3 Certain Termination Provisions. Section
9.1(b) of the Agreement is hereby amended and restated in its entirety to
read as follows:

         "This Agreement may be terminated by Seller, on the one hand, or
         Buyer, on the other hand, upon written notice to the other Party,
         (i) at any time prior to the Closing if any court of competent
         jurisdiction shall have issued an order, judgment or decree
         permanently restraining, enjoining or otherwise prohibiting the
         Closing, and such order, judgment or decree shall have become
         final and nonappealable; (ii) at any time prior to the Closing if
         any Law shall have been enacted or issued by any Governmental
         Authority which, directly or indirectly, prohibits the
         consummation of the transactions contemplated by this Agreement or
         any Additional Agreement; or (iii) at any time after October 31,
         2001, if the Closing shall not have occurred on or before such
         date; provided, however, that the right to terminate this
         Agreement under this Section 9.1(b)(iii) shall not be available to
         any Party whose breach of this Agreement has caused, or resulted
         in, the failure of the Closing to occur on or before such date."

                                 ARTICLE II

                 Release, Waiver and Additional Provisions

                  Section 2.1 Release and Waiver of Claims Against Seller
Parties.

                           (a) Buyer and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Seller and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Seller
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all claims, demands, debts,
losses, costs, expenses, proceedings, judgments, damages, actions, causes
of action, suits, contracts, agreements, obligations, accounts and
liabilities of any kind or character whatsoever, known or unknown,
suspected or unsuspected, in contract or in tort, at law or in equity
("Claims"), that the Buyer or any of its Affiliates alone or with any other
Person had, now has, or might hereafter have against the Seller Parties or
any of them jointly and/or severally, for or by reason of any matter,
circumstance, event, action, omission, cause or thing whatsoever occurring
or existing on or before the date of this Amendment, arising under,
relating to or in connection with the Agreement (or any of the Exhibits or
Schedules thereto) and which are set forth in Schedule 2.1 to this
Amendment.

                           (b) Buyer hereby represents and warrants to
Seller that, as of the date of this Amendment, to Buyer's knowledge, Buyer
does not have any Claims against any Seller Party, other than as set forth
in Schedule 2.1 to this Amendment, which Claims have been released and
waived pursuant to Section 2.1(a).

                  Section 2.2 Release and Waiver of Claims Against Buyer
                              Parties.

                           (a) Seller and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Buyer and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Buyer
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all Claims, that the Seller
or any of its Affiliates alone or with any other Person had, now has, or
might hereafter have against the Buyer Parties or any of them jointly
and/or severally, for or by reason of any matter, circumstance, event,
action, omission, cause or thing whatsoever occurring or existing on or
before the date of this Amendment, arising under, relating to or in
connection with the Agreement (or any of the Exhibits or Schedules thereto)
and which are set forth in Schedule 2.2 to this Amendment.

                           (b) Seller hereby represents and warrants to
Buyer that, as of the date of this Amendment, to Seller's knowledge, Seller
does not have any Claims against any Buyer Party, other than as set forth
in Schedule 2.2 to this Amendment, which Claims have been released and
waived pursuant to Section 2.2(a).

                  Section 2.3 Disclosed Matters. Pursuant to Section 6.6 of
the Agreement, Buyer and Seller hereby acknowledge and agree that the
supplemental or amended disclosure set forth in the Schedules to the
Agreement being delivered by Seller to Buyer contemporaneously with this
Amendment and dated as of the date hereof shall, for purposes of the
Agreement, as amended hereby, including for purposes of determining whether
the conditions to Closing set forth in Article VII of the Agreement are
satisfied, be deemed to have been disclosed as of January 18, 2000.

                                ARTICLE III

                          Miscellaneous Provisions

                  Section 3.1 Amendment and Modification. Subject to
applicable Law, this Amendment may be amended, supplemented or otherwise
modified only by written agreement entered into by all Parties.

                  Section 3.2 Waiver of Compliance; Consents. To the extent
permitted by applicable Law, any failure of any of the Parties to comply
with any covenant, agreement or condition set forth herein may be waived by
the Party entitled to the benefit thereof only by a written instrument
signed by such Party, but any such waiver shall not operate as a waiver of,
or estoppel with respect to, any prior or subsequent failure to comply
therewith.

                  Section 3.3  Notices.  All notices and other communications
hereunder shall be in writing and shall be given in accordance with Section
10.8 of the Agreement.

                  Section 3.4 Assignment. This Amendment shall be binding
upon and inure to the benefit of the Parties and their respective
successors and permitted assigns, but neither this Amendment nor any of the
rights, interests, obligations or remedies hereunder shall be assigned by
any Party hereto, including by operation of law, without the prior written
consent of the other Parties, nor is this Amendment intended to confer upon
any other Person any rights, interests, obligations or remedies hereunder.
Without limiting the generality of the foregoing, no provision of this
Amendment shall create any third-party beneficiary rights in any Employee
or former employee of Seller (including any beneficiary or dependent
thereof) in respect of continued employment or resumed employment, and no
provision of this Amendment shall create any rights in any such Persons in
respect of any benefits that may be provided, directly or indirectly, under
any employee benefit plan or arrangement except as expressly provided for
thereunder. Notwithstanding the foregoing, (i) Seller may assign all or any
portion of its rights, interests, obligations and remedies hereunder to
Conectiv, a Delaware corporation, or any of Conectiv's wholly owned
subsidiaries; provided, however, that no such assignment shall (A)
materially impair or delay the consummation of the transactions
contemplated hereby or by the Agreement or (B) relieve or discharge Seller
from any of its obligations hereunder or under the Agreement; and (ii)
Buyer may assign all or any portion of its rights, interests, obligations
and remedies hereunder to (A) any of its wholly owned subsidiaries or (B) a
trustee, lending institution or other Person solely for purposes of
financing the transactions contemplated hereby; provided, however, that no
such assignment shall (A) materially impair or delay the consummation of
the transactions contemplated hereby or by the Agreement or (B) relieve or
discharge Buyer from any of its obligations hereunder or under the
Agreement.

                  Section 3.5 Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of
Delaware (without giving effect to conflicts of law principles) as to all
matters, including validity, construction, effect, performance and
remedies. Venue in any and all suits, actions and proceedings related to
the subject matter of this Amendment shall be in the state and federal
courts located in and for the State of Delaware (the "Courts"), which shall
have exclusive jurisdiction for such purpose, and the Parties hereby
irrevocably submit to the exclusive jurisdiction of such courts and
irrevocably waive the defense of an inconvenient forum to the maintenance
of any such suit, action or proceeding. Service of process may be made in
any manner recognized by such Courts. Each of the Parties hereby
irrevocably waives its right to a jury trial arising out of any dispute in
connection with this Amendment or the transactions contemplated hereby.

                  Section 3.6 Counterparts. This Amendment may be executed
in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                  Section 3.7 Interpretation. The article and section
headings contained in this Amendment are solely for the purpose of
reference, are not part of the agreement of the parties and shall not in
any way affect the meaning or construction of this Amendment. Ambiguities
and uncertainties in the wording of this Amendment shall not be construed
for or against any Party, but shall be construed in the manner that most
accurately reflects the Parties' intent as of the date of this Amendment.
Each Party acknowledges that it has been represented by counsel in
connection with the review and execution of this Amendment, and,
accordingly, there shall be no presumption that this Amendment or any
provision hereof be construed against the Party that drafted this
Amendment.

                  Section 3.8 Effect; Entire Agreement. Except as amended,
supplemented or otherwise modified by this Amendment, the Agreement shall
remain in full force and effect, and the valid and binding obligation of
each Party. The Agreement, as amended hereby (including the Schedules and
Exhibits thereto), together with the Confidentiality Agreement, the DP&L
Related Purchase Agreement, as amended, and the ACE Related Purchase
Agreements, as amended, embody the entire agreement and understanding of
the Parties hereto and thereto in respect of the transactions contemplated
by the Agreement, as amended hereby, the Additional Agreements, DP&L
Related Purchase Agreement, as amended, and the ACE Related Purchase
Agreements, as amended, and supersedes all prior agreements and
understandings between or among the Parties with respect to the
transactions contemplated hereby or thereby.

                          [Signature Page Follows]

                  IN WITNESS WHEREOF, the Parties have caused this
Amendment to be duly executed and delivered as of the date and year first
written above.

                                    ATLANTIC CITY ELECTRIC COMPANY

                                    By:  /s/ Philip S. Reese
                                       ---------------------------------------
                                          Philip S. Reese
                                          Vice President and Treasurer

                                    NRG ENERGY, INC.

                                    By:  /s/ David H. Peterson
                                       ---------------------------------------
                                           David H. Peterson
                                           Chairman, President and CEO

                        (ACE JOINTLY OWNED STATIONS)

                                                                 EXHBIT 99.1

[GRAPHIC OMITTED]

June 25 2001
Contacts:Ted Caddell, Public Affairs; 302-283-5811
Bob Marshall, Investor Relations; 302-429-3164

CONECTIV ANNOUNCES SALE OF BASE-LOAD PLANTS TO NRG
 New Mid-Merit Generation and Power Purchase Agreements Ensure Reliability

WILMINGTON, Del. - Conectiv (NYSE:CIV) today announced its Delmarva Power &
Light Company subsidiary has completed the sale of approximately 1,081
megawatts of baseload coal-fired generation to subsidiaries of NRG Energy.

As part of its strategic focus on the 'mid-merit' generation market in the
mid-Atlantic region, Conectiv will retain approximately 2,000 megawatts of
mid-merit and peaking generation in the PJM power pool. The company is
driving forward to establish a market leading position in the mid-merit
segment, with the goal of adding a total of 4,000 megawatts of mid-merit
generation by 2004. Conectiv's mid-merit power plants come on line quickly
and produce electricity when demand is high, and can be stopped quickly
when demand drops.

Delmarva Power entered into both short- and long-term purchase power
contracts with NRG to provide energy and capacity for the Delmarva
Peninsula.

In addition to the retention of 2,000 megawatts of mid-merit generation,
the company is currently well into a $300 million, 550 megawatt expansion
of the Hay Road plant. The first combustion turbine at that plant, which
will produce 116 megawatts, began commercial operation in early June.

"Our decision to concentrate on mid-merit plants, such as the Hay Road
expansion project, coupled with the power purchase arrangements we have put
in place all mean one thing for Conectiv customers - a steady and reliable
supply of electricity into the future," according to Conectiv President Tom
Shaw.

The sales announced today cover the Indian River Power Plant near
Millsboro, Del.; the Vienna Power Plant near Vienna, Md., and minority
interests in the Keystone and Conemaugh coal-fired plants in Pennsylvania.
Excluding inventory adjustments and other items, Conectiv received
approximately $630 million in cash for the plants. An after-tax gain of
approximately $170 million to $175 million is expected to be recognized in
Conectiv's second quarter 2001 earnings as a result of the sales. Proceeds
are expected to be used to repay debt and to fund Conectiv's mid-merit
construction program.

                                  (more)

As previously announced, Delmarva Power and Atlantic City Electric, also a
Conectiv subsidiary, entered into purchase and sale agreements with NRG in
January 2000 for the sale of approximately 1,900 megawatts of generation
assets, including the 1,081 sold to NRG. Consummation of the sales is
conditioned upon, among other things, receipt of required regulatory
approvals. Because the parties have not yet received the required approval
of the New Jersey Board of Public Utilities for Atlantic City Electric's
generation assets, those sales were not consummated simultaneously with the
Delmarva Power assets, as originally contemplated by Conectiv and NRG.
Subject to receipt of the New Jersey Board of Public Utilities approval,
Conectiv expects the sale of certain Atlantic City Electric assets to take
place during 2001.

In connection with the sale of the Delmarva Power assets, Conectiv and NRG
amended the purchase and agreements, among other reasons, to permit
separate closings of the sales of the Delmarva Power and Atlantic City
Electric assets.

                                   #####

Conectiv, a Fortune 500 company headquartered in Wilmington, DE, is focused
on two core energy businesses. Conectiv Power Delivery provides safe,
reliable, and affordable energy service to more than one million customers
in New Jersey, Delaware, Maryland, and Virginia. Conectiv Energy uses a
sophisticated power-trading unit to optimize the value of a growing
portfolio of mid-merit power plants that can start and stop quickly in
response to changes in the demand for power within the PJM
[Pennsylvania-New Jersey-Maryland] power pool.

FORWARD-LOOKING STATEMENTS

         The Private Securities Litigation Reform Act of 1995 (the
"Litigation Reform Act") provides a "safe harbor" for forward-looking
statements to encourage such disclosures without the threat of litigation,
provided those statements are identified as forward-looking and are
accompanied by meaningful, cautionary statements identifying important
factors that could cause the actual results to differ materially from those
projected in the statement. Forward-looking statements have been made in
this Press Release. Such statements are based on beliefs of Conectiv's (the
"Company's") management ("Management") as well as assumptions made by and
information currently available to Management. When used herein, the words
"will," "anticipate," "estimate," "expect," "objective," and similar
expressions are intended to identify forward-looking statements. In
addition to any assumptions and other factors referred to specifically in
connection with such forward-looking statements, factors that could cause
actual results to differ materially from those contemplated in any
forward-looking statements include, among others, the following:
deregulation of energy supply and telecommunications; the unbundling of
delivery services; an increasingly competitive energy and
telecommunications marketplace; results of any asset dispositions; sales
retention and growth; federal and state regulatory actions; future
litigation results; cost of construction; operating restrictions; increased
costs and construction delays attributable to environmental regulations;
nuclear decommissioning and the availability of reprocessing and storage
facilities for spent nuclear fuel; and credit market concerns. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. The foregoing list of factors pursuant to the Litigation Reform
Act should not be construed as exhaustive or as an admission regarding the
adequacy of disclosures made prior to the effective date of the Litigation
Reform Act.

                           ###www.conectiv.com##

                                                               EXHIBIT 99.2

CONECTIV PRO FORMA FINANCIAL STATEMENTS - GENERATION ASSET SALE AND TRANSFER
BACKGROUND

In 1999, the electric utility businesses of Delmarva Power & Light Company
(DPL)and Atlantic City Electric Company (ACE) were restructured pursuant to
legislation enacted in Delaware, Maryland and New Jersey and orders issued
by the Delaware Public Service Commission (DPSC), Maryland Public Service
Commission (MPSC), and New Jersey Board of Public Utilities (NJBPU). The
restructurings of DPL's and ACE's electric utility businesses are discussed
in Conectiv's 2000 Annual Report on Form 10-K in Notes 1, 7, 10, 11 and 17
to the Consolidated Financial Statements, included in Item 8 of Part II,
and under "Electric Utility Industry Restructuring," within Management's
Discussion and Analysis of Financial Condition and Results of Operations
(MD&A), included in Item 7 of Part II.

In connection with electric utility industry restructuring and Conectiv's
"mid-merit" strategy, as discussed under "Mid-Merit Electric Generation" in
the MD&A of Conectiv's 2000 Annual Report on Form 10-K, Conectiv is
realigning the mix of electric generating plants owned by its subsidiaries.
Effective July 1, 2000, DPL and ACE contributed to Conectiv electric
generating plants with 1,501 and 502, respectively, megawatts of capacity.
Then, Conectiv transferred the electric generating plants to subsidiaries
of Conectiv Energy Holding Company (CEH). CEH and its subsidiaries are
engaged in non-regulated electricity production and sales, energy trading,
and marketing.

As discussed in Note 14 to the Consolidated Financial Statements included
in Item 8 of Part II of Conectiv's 2000 Annual Report on Form 10-K, DPL and
ACE entered into agreements to sell their nuclear and non-strategic
baseload fossil electric generating plants. On December 29, 2000, DPL sold
its ownership interests in nuclear electric generating plants. As of March
31, 2001, the electric generating plants which were subject to agreements
for sale had 2,203.5 megawatts of capacity and a net book value of $416
million, excluding the nuclear decommissioning liability included in
accumulated depreciation. On June 22, 2001, pursuant to the agreements for
sale, the ownership interests of DPL and another Conectiv subsidiary in
plants that had a net book value of approximately $286 million (as of March
31, 2001) and electric generating capacity of 1,080.8 megawatts were sold
for approximately $631 million, subject to final adjustments for inventory
and other items.

ACE has ownership interests in plants with a net book value of
approximately $131 million (as of March 31, 2001) and electric generating
capacity of 1,122.7 megawatts which remain subject to agreements for sale.
The sales of ACE's plants are expected to result in proceeds of
approximately $189 million subject to adjustment for inventory levels and
certain other items. However, there can be no assurances that the sales
will be completed.

Upon the sale of the ownership interests of ACE in nuclear electric
generating units, ACE will transfer its nuclear decommissioning funds to
the purchasers who will assume full responsibility for decommissioning such
units.

DESCRIPTION OF PRO FORMA FINANCIAL INFORMATION

The following consolidated financial statements for Conectiv are filed with
this Exhibit:

         o  Unaudited Pro Forma Consolidated Balance Sheet at March 31,
            2001, and

         o  Unaudited Pro Forma Consolidated Statements of Income for the
            Three Months Ended March 31, 2001 and for the Year Ended
            December 31, 2000.

The following major assumptions were made in preparing these pro forma
financial statements:

         o  For purposes of the Pro Forma Consolidated Balance Sheet, all
            electric generating plants subject to the agreements for sale,
            as discussed in Note 14 to the Consolidated Financial
            Statements included in Item 8 of Part II of Conectiv's Annual
            Report on Form 10-K, were all assumed to be sold as of March
            31, 2001.

         o  For purposes of the Pro Forma Consolidated Statements of
            Income, the sales and transfers described above were assumed
            have occurred as of the beginning of the period. As a result,
            expenses related to generation assets assumed to be sold were
            eliminated.

         o  Replacement energy and capacity were assumed to be purchased
            from the PJM Interconnection, L.L.C. (PJM). The energy costs
            were based on an hourly PJM Locational Marginal Price (LMP) and
            the capacity costs were based on average PJM capacity rates.

         o  Under its rates for electricity supplied to utility customers,
            ACE was assumed to be permitted to earn a return on the
            stranded costs resulting from the power plant sales and to no
            longer earn a return on the power plants sold.

         o  Revenues which resulted from the Wholesale Transaction
            Confirmation Letter Agreements during 2000, as discussed in
            Note 15 to the Consolidated Financial Statements included in
            Item 8 of Part II of Conectiv's 2000 Annual Report on Form
            10-K, were assumed not to have been earned due to the assumed
            sale of the nuclear power plants.

         o  For the portion of 2000 that the electricity supply operations
            of DPL in Maryland were still subject to regulation (January 1
            through June 30, 2000) customer rates were assumed to be
            adjusted to remove amounts for a return on generation rate base
            and to add amounts for recovery of replacement power costs.

         o  The proceeds from the sale of nuclear and non-strategic
            baseload fossil electric generating plants by Conectiv's
            subsidiaries were assumed to be used to repay short-term and
            long-term debt, after considering expected debt retirement
            costs and tax payments on the gain on the sale of the electric
            generation assets.

         o  The transfer of the decommissioning trusts as a result of the
            sale of the ownership interests of ACE in nuclear generation
            units was assumed to occur on a non-taxable basis.

         o  The net pro forma gain from the sale of ACE's generation units,
            except for the Deepwater generation unit, was recorded as a
            reduction to recoverable stranded costs. The net loss of
            approximately $38 million which is expected to result from the
            sale of the Deepwater generation unit was recorded as an
            extraordinary charge in the 4th quarter of 1999. A pro forma
            adjustment resulting from the recognition of unamortized
            investment tax credits which are recognized upon completion of
            the sale was credited to retained earnings.

         The net pro forma gain from the sale of DPL's generation units was
credited to retained earnings.

         For the Pro Forma Consolidated Statement of Income for 2000, the
transfer of strategic generating assets from Conectiv's utility
subsidiaries to subsidiaries of CEH was assumed to occur on January 1,
2000, at book value, on a non-taxable basis.

         An effective tax rate of 40% was utilized to calculate the income
tax effects of adjustments to the Pro Forma Consolidated Income Statements.

These Pro Forma Consolidated Financial Statements have been prepared for
comparative purposes only and do not purport to be indicative of operations
or financial condition which would have actually resulted if the sale and
transfer of generation assets or other related transactions occurred on the
dates of the periods presented, or which may result in the future. Further,
these Pro Forma Consolidated Financial Statements have been prepared using
information available at the date of this filing. As a result, certain
amounts indicated herein are preliminary in nature and, therefore, will be
subject to adjustment in the future.

DESCRIPTION OF PRO FORMA ADJUSTMENTS

The Unaudited Pro Forma Consolidated Statements of Income and Balance Sheet
filed with this Exhibit reflect the following adjustments:

Adjustments to the Consolidated Statements of Income:

1. A net decrease in "Electric revenues" due to (i) no revenues from the
operations of the deregulated Deepwater generation unit and the nuclear
plants under the "Wholesale Transaction Confirmation Letter Agreements,"
and (ii) no return earned on generation rate base of divested plants,
partly offset by a return earned on the stranded costs of ACE and recovery
of replacement power costs, for part of 2000, in DPL's Maryland
jurisdiction.

2. Increases in "Electric fuel and purchased energy and capacity" primarily
because the cost increase from Conectiv's subsidiaries purchasing all
energy and capacity requirements to meet their retail load exceed the cost
decrease from no longer purchasing fuel for the electric generating units.

3. Decreases in other operating expenses as a result of the sale of certain
generation assets by Conectiv's subsidiaries.

4. A decrease in "Interest charges" as a result of retirement of debt after
the sale of certain generation assets.

Adjustments to the Consolidated Balance Sheet:

1. A net increase to "Cash and cash equivalents" primarily as a result of
net proceeds received from the sale of certain generation units, less cash
used for the retirement of certain debt issues.

2. Net decreases in "Fuel" and "Materials and supplies" inventories as a
result of the sale of certain generation assets.

3. A decrease to "Funds held by trustee" as a result of the transfer of
nuclear decommissioning trust funds to the buyers of ACE's ownership
interests in nuclear electric generating plants.

4. A decrease to "Property, plant and equipment" and "Construction
work-in-progress" as a result of the sale of certain generation assets.

5. A decrease to "Accumulated Depreciation" as a result of the sale of
certain generation assets and the assumption of the nuclear decommissioning
obligations of ACE by the purchasers of ACE's ownership interests in
nuclear electric generating plants.

6. Decreases to "Leased nuclear fuel, at amortized cost", "Current capital
lease obligation", and "Long-term capital lease obligation" as a result of
the sale of the nuclear fuel to the buyers of ACE's ownership interests in
nuclear electric generating plants and the corresponding liquidation of the
capital lease obligation.

7. Decrease to "Recoverable stranded costs" and an increase to "Regulatory
Liability for New Jersey income tax benefit" due to the sale of certain
electric generation assets of ACE, which are subject to stranded cost
recovery. An expected net gain from the sale of such assets, results in a
decrease in recoverable stranded costs.

8. Decreases to "Other deferred charges" and "Other deferred credits and
Other Liabilities" as a result of the sale of certain generation assets.

9. Decreases to "Short-term debt" and "Long-term debt" due to assumed
repayment of debt with the net sales proceeds expected to be available
after debt retirement costs and tax payments on the gain on the sale of the
electric generation assets.

10. Changes to "Taxes Accrued", "Deferred income taxes, net" and "Deferred
investment tax credits" as a result of the sale of certain generation
assets. 11. Net increase to "Retained Earnings" as a result of an expected
net gain from the sale of certain generation assets.

11. Net increase to "Retained Earnings" as a result of an expected net gain
from the sale of certain generation assets.
CONECTIV
  UNAUDITED CONSOLIDATED PRO FORMA STATEMENTS OF INCOME
            THREE MONTHS ENDED MARCH 31, 2001

                                                           ---------------------------------------------------------------
                                                               Reported             Adjustments             Pro Forma
                                                           ---------------------------------------------------------------
                                                                    (Dollars in Thousands)
    OPERATING REVENUES
Electric                                                   $ 766,879               $ (31,192) (1)        $ 735,687
       Gas                                                          638,085                                       638,085
       Other services                                               149,685                                       149,685
                                                           -----------------     -------------------     -----------------
                                                                  1,554,649                 (31,192)            1,523,457
                                                           -----------------     -------------------     -----------------
    OPERATING EXPENSES
       Electric fuel and purchased energy and capacity              485,726                  37,064  (2)          522,790
       Gas purchased                                                629,390                                       629,390
       Other services' cost of sales                                120,144                       -               120,144
       Operation and maintenance                                    112,700                 (26,453) (3)           86,247
       Depreciation and amortization                                 62,400                 (15,116) (3)           47,284
       Taxes other than income taxes                                 20,190                    (511) (3)           19,679
                                                           -----------------     -------------------     -----------------
                                                                  1,430,550                  (5,016)            1,425,534
                                                           -----------------     -------------------     -----------------
    OPERATING INCOME                                                124,099                 (26,176)               97,923
                                                           -----------------     -------------------     -----------------

    OTHER INCOME                                                      2,752                                         2,752
                                                           -----------------     -------------------     -----------------

    INTEREST EXPENSE
       Interest charges                                              53,032                 (12,159) (4)           40,873
       Capitalized interest and allowance for borrowed
           funds during construction                                 (4,931)                                       (4,931)
                                                           -----------------     -------------------     -----------------
                                                                     48,101                 (12,159)               35,942
                                                           -----------------     -------------------     -----------------

    PREFERRED STOCK DIVIDEND
       REQUIREMENTS OF SUBSIDIARIES                                   5,159                                         5,159
                                                           -----------------     -------------------     -----------------

    INCOME BEFORE INCOME TAXES AND                                   73,591                 (14,017)               59,574

    INCOME TAXES                                                     32,787                  (5,607)               27,180
                                                           -----------------     -------------------     -----------------

    NET INCOME                                                     $ 40,804                $ (8,410)             $ 32,394
                                                           =================     ===================     =================

    INCOME (LOSS) APPLICABLE TO:
           Common Stock                                            $ 39,912                $ (7,929)             $ 31,983
           Class A common stock                                         892                    (481)                  411
                                                           -----------------     -------------------     -----------------
              Total                                                $ 40,804                $ (8,410)             $ 32,394
                                                           =================     ===================     =================

    AVERAGE SHARES OUTSTANDING (000):
           Common Stock                                              82,704                                        82,704
           Class A common stock                                       5,742                                         5,742

    INCOME (LOSS) PER AVERAGE SHARE,
       BASIC AND DILUTED
           Common Stock                                              $ 0.48                 $ (0.09)               $ 0.39
           Class A common stock                                      $ 0.16                 $ (0.09)               $ 0.07
CONECTIV
              UNAUDITED CONSOLIDATED PRO FORMA STATEMENTS OF INCOME
                  YEAR ENDED DECEMBER 31, 2000

                                                                    Reported            Adjustments            Pro Forma
                                                                ------------------------------------------------------------
                                                                        (Dollars in Thousands)
OPERATING REVENUES
Electric                                                        $ 2,906,342             $ (77,353) (1)     $ 2,828,989
     Gas                                                               1,529,785                                  1,529,785
     Other services                                                      592,997                                    592,997
                                                                -----------------    ------------------     ----------------
                                                                       5,029,124               (77,353)           4,951,771
                                                                -----------------    ------------------     ----------------
OPERATING EXPENSES
     Electric fuel and purchased energy and capacity                   1,613,579               220,515  (2)       1,834,094
     Gas purchased                                                     1,445,911                                  1,445,911
     Other services' cost of sales                                       504,615                                    504,615
     Special charges                                                      25,162                                     25,162
     Gain on sale of interest in nuclear plants                          (16,612)                                   (16,612)
     Operation and maintenance                                           627,667              (146,601) (3)         481,066
     Depreciation and amortization                                       260,082               (62,542) (3)         197,540
     Taxes other than income taxes                                        80,886                (2,077) (3)          78,809
                                                                -----------------    ------------------     ----------------
                                                                       4,541,290                 9,295            4,550,585
                                                                -----------------    ------------------     ----------------
OPERATING INCOME                                                         487,834               (86,648)             401,186
                                                                -----------------    ------------------     ----------------

OTHER INCOME                                                              49,495                                     49,495
                                                                -----------------    ------------------     ----------------

INTEREST EXPENSE
     Interest charges                                                    223,445               (50,574) (4)         172,871
     Capitalized interest and allowance for borrowed
        funds during construction                                        (10,843)                                   (10,843)
                                                                -----------------    ------------------     ----------------
                                                                         212,602               (50,574)             162,028
                                                                -----------------    ------------------     ----------------

PREFERRED STOCK DIVIDEND
     REQUIREMENTS OF SUBSIDIARIES                                         20,383                                     20,383
                                                                -----------------    ------------------     ----------------

INCOME BEFORE INCOME TAXES AND                                           304,344               (36,074)             268,270

INCOME TAXES                                                             133,514               (14,430)             119,084
                                                                -----------------    ------------------     ----------------

NET INCOME                                                             $ 170,830             $ (21,644)           $ 149,186
                                                                =================    ==================     ================

INCOME (LOSS) APPLICABLE TO:
        Common Stock                                                   $ 164,719             $ (21,057)           $ 143,662
        Class A common stock                                               6,111                  (587)               5,524
                                                                -----------------    ------------------     ----------------
           Total                                                       $ 170,830             $ (21,644)           $ 149,186
                                                                =================    ==================     ================

AVERAGE SHARES OUTSTANDING (000):
        Common Stock                                                      83,686                                     83,686
        Class A common stock                                               5,742                                      5,742

INCOME (LOSS) PER AVERAGE SHARE,
     BASIC AND DILUTED
        Common Stock                                                      $ 1.97               $ (0.25)              $ 1.72
        Class A common stock                                              $ 1.06               $ (0.10)              $ 0.96
CONECTIV
                                               UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEETS
                                                              March 31, 2001

                                                               --------------------------------------------------
                                                                 Reported         Adjustments        Pro Forma
                                                               --------------------------------------------------
                                                                      (Dollars in Thousands)
ASSETS
Current Assets
    Cash and cash equivalents                                       $ 44,268          $ 96,795   (1)   $ 141,063
    Accounts receivable, net of allowance
       of $31,697                                                    982,974                             982,974
    Inventories, at average cost
       Fuel (coal, oil and gas)                                       64,653           (11,429)  (2)      53,224
       Materials and supplies                                         53,572            (3,982)  (2)      49,590
    Deferred energy supply costs                                      21,198                              21,198
    Prepayments                                                       25,575                              25,575
    Deferred income taxes, net                                        11,369                              11,369
                                                               --------------     -------------     -------------
                                                                   1,203,609            81,384         1,284,993
                                                               --------------     -------------     -------------

Investments
    Investment in leveraged leases                                    53,999                              53,999
    Funds held by trustee                                            125,387          (115,569)  (3)       9,818
    Other investments                                                 73,643                              73,643
                                                               --------------     -------------     -------------
                                                                     253,029          (115,569)          137,460
                                                               --------------     -------------     -------------

Property, Plant and Equipment
    Electric generation                                            1,581,768          (827,425)  (4)     754,343
    Electric transmission and distribution                         2,746,397                           2,746,397
    Gas transmission and distribution                                281,241                             281,241
    Other electric and gas facilities                                390,702                             390,702
    Telecommunications, thermal systems, and other
       property, plant, and equipment                                263,140                             263,140
                                                               --------------     -------------     -------------
                                                                   5,263,248          (827,425)        4,435,823
    Less: Accumulated depreciation                                 2,222,856          (528,404)  (5)   1,694,452
                                                               --------------     -------------     -------------
    Net plant in service                                           3,040,392          (299,021)        2,741,371
    Construction work-in-progress                                    465,905            (2,853)  (4)     463,052
    Leased nuclear fuel, at amortized cost                            25,129           (25,129)  (6)           -
    Goodwill, net of accumulated
       amortization of $33,437                                       341,918                             341,918
                                                               --------------     -------------     -------------
                                                                   3,873,344          (327,003)        3,546,341
                                                               --------------     -------------     -------------

Deferred Charges and Other Assets
    Recoverable stranded costs                                       981,494           (47,049)  (7)     934,445
    Deferred recoverable income taxes                                 82,450                              82,450
    Unrecovered purchased power costs                                 13,988                              13,988
    Unrecovered New Jersey state excise tax                            7,163                               7,163
    Deferred debt refinancing costs                                   20,031                              20,031
    Deferred other postretirement benefit costs                       29,356                              29,356
    Prepaid pension costs                                             76,377                              76,377
    Unamortized debt expense                                          25,105                              25,105
    License fees                                                      21,612                              21,612
    Other                                                             68,198           (13,819)  (8)      54,379
                                                               --------------     -------------     -------------
                                                                   1,325,774           (60,868)        1,264,906
                                                               --------------     -------------     -------------
Total Assets                                                     $ 6,655,756        $ (422,056)      $ 6,233,700
                                                               ==============     =============     =============
CONECTIV
                                 UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEETS
                                                 March 31, 2001

                                                                  -------------------------------------------------
                                                                    Reported        Adjustments        Pro Forma
                                                                  -------------------------------------------------
                                                                        (Dollars in Thousands)
CAPITALIZATION AND LIABILITIES

Current Liabilities
Short-term debt                                                  $ 738,522        $ (161,521)   (9)  $ 577,001
    Long-term debt due within one year                                 100,751                             100,751
    Variable rate demand bonds                                         158,430                             158,430
    Accounts payable                                                   631,232                             631,232
    Taxes accrued                                                       68,871            81,795  (10)     150,666
    Interest accrued                                                    46,699                              46,699
    Dividends payable                                                   27,161                              27,161
    Deferred energy supply costs                                        30,479                              30,479
    Current capital lease obligation                                    15,596           (15,480)   (6)        116
    Above-market purchased energy contracts
       and other electric restructuring liabilities                     23,719                              23,719
    Other                                                               88,217            (1,170)           87,047
                                                                  -------------     -------------     -------------
                                                                     1,929,677           (96,376)        1,833,301
                                                                  -------------     -------------     -------------

Deferred Credits and Other Liabilities
    Other postretirement benefits obligation                            90,747                              90,747
    Deferred income taxes, net                                         807,120            65,414  (10)     872,534
    Deferred investment tax credits                                     63,044           (18,458) (10)      44,586
    Regulatory liability for New Jersey income tax benefit              49,262             5,174    (7)     54,436
    Above-market purchased energy contracts
       and other electric restructuring liabilities                     95,783            (6,813)   (8)     88,970
    Deferred gain on termination of purchased energy contract           74,968                              74,968
    Long-term capital lease obligation                                  10,491            (9,649)   (6)        842
    Other                                                               61,770           (12,309)   (8)     49,461
                                                                  -------------     -------------     -------------
                                                                     1,253,185            23,359         1,276,544
                                                                  -------------     -------------     -------------

Capitalization
    Common stock: $0.01 per share par value
       150,000,000 shares authorized;
       82,967,179 shares outstanding                                       831                                 831
    Class A common stock, $0.01 per share par value;
       10,000,000 shares authorized;
       5,742,315 share outstanding                                          57                                  57
    Additional paid-in capital - - common stock                      1,030,941                           1,030,941
    Additional paid-in capital - - Class A common stock                 93,738                              93,738
    Retained earnings                                                   60,784           189,383  (11)     250,167
    Treasury shares, at cost, 135,604 shares                            (2,786)                             (2,786)
    Unearned compensation                                               (2,896)                             (2,896)
    Accumulated other comprehensive income                             (14,183)                            (14,183)
                                                                  -------------     -------------     -------------
       Total common stockholders' equity                             1,166,486           189,383         1,355,869
    Preferred stock and securities of subsidiaries:
       Not subject to mandatory redemption                              95,933                              95,933
       Subject to mandatory redemption                                 188,950                             188,950
    Long-term debt                                                   2,021,525          (538,422)   (9)  1,483,103
                                                                  -------------     -------------     -------------
                                                                     3,472,894          (349,039)        3,123,855
                                                                 -------------     -------------     -------------
Total Capitalization and Liabilities                               $ 6,655,756        $ (422,056)      $ 6,233,700
                                                                  =============     =============     =============