Rating and S&P Rating Clause Samples

Rating and S&P Rating. If the applicable Borrower ▇▇ ▇▇▇▇t-rated and the ratings differential is one level, the higher rating will apply. If the applicable Borrower is split-rated and the ratings differential is two levels or more, the intermediate rating at the midpoint will apply (or, if there is no midpoint, the higher of the two intermediate ratings will apply). If at any time the applicable Borrower has no Moody's Rating or no S&P Rating, Level VI Status shall exi▇▇. SCHEDULE 2 COMMITMENTS AND PRO RATA SHARES Lender Amount of Commitment Pro Rata Share Bank One, NA $145,000,000 9.67% Wachovia Bank, National Association $140,000,000 9.33% The Bank of Nova Scotia $140,000,000 9.33% Credit Suisse First Boston, Cayman Islands Branch $140,000,000 9.33% Bank of America, N.A. $125,000,000 8.33% Fleet National Bank $125,000,000 8.33% Bayerische Landesbank Girozentrale $ 85,000,000 5.67% Mellon Bank, N.A. $ 75,000,000 5.00% The Bank of New York $ 75,000,000 5.00% SunTrust Bank $ 75,000,000 5.00% Allfirst Bank $ 70,000,000 4.67% Merrill Lynch Bank USA $ 50,000,000 3.33% Citibank, N.A. $ ▇▇,▇▇0,▇▇▇ 3.33% The Northern Trust Company $ 50,000,000 3.33% Mizuho Corporate Bank, Ltd. $ 50,000,000 3.33% Wilmington Trust Company $ 25,000,000 1.67% Riggs Bank N.A. $ 25,000,000 1.67% Union Bank of Californ▇▇, ▇.A. $ 25,000,000 1.67% Bank Hapoalim B.M. $ 20,000,000 1.33% E.Sun Commercial Bank, Ltd., Los Angeles Branch $ 10,000,000 0.67% SCHEDULE 3 TRUST PREFERRED SECURITIES $125,000,000 of 7-3/8% Trust Originated Preferred Securities (TOPRs) issued by Potomac Electric Power Company Trust I, a statutory Delaware business trust established by Potomac Electric Power Company. $70,000,000 of 8-1/4% Cumulative Quarterly Income Preferred Securities issued by Atlantic Capital I, a special purpose statutory Delaware business trust established by Atlantic City Electric Company. $25,000,000 of 7-3/8% Cumulative Quarterly Income Preferred Securities issued by Atlantic Capital II, a special purpose statutory Delaware business trust established by Atlantic City Electric Company. $70,000,000 of 8-1/8% Cumulative Trust Preferred Capital Securities issued by Delmarva Power Financing I, a special purpose statutory Delaware business trust established by Delmarva Power & Light Company. SIGNIFICANT SUBSIDIARIES Name of Company Controlled Owned By Percent Ownership Amount of Investment (as of 3/31/02) Potomac Electric Power Company (a D.C. and Virginia corporation) Pepco Holdings, Inc 100% $1,332.8 Million Conectiv (a ...