Exhibit 10.33 INTERCONNECTION AGREEMENT

Exhibit 10.33

INTERCONNECTION AGREEMENT

Between

DELMARVA POWER & LIGHT COMPANY

and

OLD DOMINION ELECTRIC COOPERATIVE

Dated November 30, 1999

TABLE OF CONTENTS

Page
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ARTICLE 1 DEFINITIONS AND INTERPRETATION............................. 4

ARTICLE 2 REGULATORY APPROVAL........................................ 7

ARTICLE 3 TERM AND EFFECT OF TERMINATION............................. 8

ARTICLE 4 PREVIOUS AGREEMENT......................................... 8

ARTICLE 5 INTERCONNECTION AND INTERCONNECTION METERING............... 8

ARTICLE 6 OBLIGATIONS OF THE PARTIES................................. 11

ARTICLE 7 CHARGES AND BILLING........................................ 15

ARTICLE 8 ADMINISTRATION AND OPERATION............................... 16

ARTICLE 9 TRANSITION................................................. 17

ARTICLE 10 LIABILITY................................................. 18

ARTICLE 11 WAIVER OF RIGHTS......................................... 19

ARTICLE 12 ARBITRATION............................................... 19

ARTICLE 13 DEFAULT................................................... 19

ARTICLE 14 TAXES..................................................... 20

ARTICLE 15 SUCCESSORS AND ASSIGNS.................................... 20

ARTICLE 16 MISCELLANEOUS PROVISIONS.................................. 21

THIS INTERCONNECTION AGREEMENT ("Agreement") is made and entered into this
30th day of November, 1999 by and between DELMARVA POWER & LIGHT COMPANY,
("Delmarva") and OLD DOMINION ELECTRIC COOPERATIVE ("Old Dominion"), each of
which is a "Party" and both of which collectively are "the Parties". Delmarva is
a Delaware and Virginia Corporation. Old Dominion is a utility aggregation
cooperative organized and existing under the laws of the Commonwealth of
Virginia.

WHEREAS, Delmarva owns and operates a fully-interconnected electric supply
system in the States of Delaware and Maryland and in the Commonwealth of
Virginia (herein called the "Delmarva System") and within the Pennsylvania-New
Jersey-Maryland Interconnection, a power pool of which Delmarva is a
participating member (the"PJM Interconnection"); and

WHEREAS, Delmarva is a participant in various agreements administered by
the PJM Interconnection, including an Operating Agreement, a Reliability
Assurance Agreement and a PJM Open Access Transmission Tariff (collectively, the
"PJM Agreements"); and

WHEREAS, Old Dominion is a member of the PJM Interconnection, a signatory
to the PJM Agreements and subject to PJM requirements; and

WHEREAS, Old Dominion, pursuant to the PJM Agreements, is responsible for
securing capacity resources, transmission and associated ancillary services for
its load; and

WHEREAS, Old Dominion has member electric cooperatives that serve the
electric requirements of customers at retail within the Delmarva System
including Delaware Electric Cooperative, Choptank Electric Cooperative and A&N
Electric Cooperative ("Old Dominion Cooperative Load"); and

WHEREAS, Delmarva has been providing wholesale partial requirements
electric service to Old Dominion pursuant to a certain "Settlement Agreement
Between Delmarva Power & Light Company and Old Dominion Electric Cooperative"
dated November 2, 1994 ("Settlement Agreement"); and

WHEREAS, the Parties have entered into a Memorandum of Understanding, dated
on or about November 9, 1999, pursuant to which the Settlement Agreement will be
terminated in its entirety on December 1, 1999; and

WHEREAS, the Parties now desire to enter into an Interconnection Agreement
in order to provide for the continued benefits of coordinated operations and
service reliability in a manner that is consistent with the PJM Agreements:

NOW, THEREFORE, the signatories hereto, each in consideration of the
agreements of the other herein set forth, hereby mutually agree as follows:

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1 Definitions. As used in this Agreement:

1.1.1 "Administrative Committee" shall mean the committee made up of
representatives of each Party, which will cooperatively
administer this Agreement.

1.1.2 "Ancillary Services" shall mean those FERC defined services
included as Ancillary Services in the schedules of the PJM
Tariff.

1.1.3 "Billing Demand" shall mean the demand of Old Dominion's members
in the Delmarva Zone that is coincident with the Delmarva Zone
monthly peak.

1.1.4 "Conectiv" shall mean the holding company of Atlantic City
Electric Company and Delmarva Power & Light Company.

1.1.5 "Direct Assignment Charges" shall mean charges for Direct
Assignment Facilities as defined in the PJM Tariff.

1.1.6 "Delmarva " shall mean the corporation of Delmarva Power & Light
Company.

1.1.7 "Delmarva System" shall mean the interconnected electric supply
system of Delmarva .

1.1.8 "Delmarva Zone" shall be the geographic area defined as the
Delmarva Zone, as may be modified from time to time, within the
PJM Interconnection, as set forth in Attachment J of the PJM
Tariff.

1.1.9 "Effective Date" shall mean the date that this Agreement
commences as set forth in Section 2.1.

1.1.10 "FERC" shall mean the Federal Energy Regulatory Commission, or a
successor agency having jurisdiction over this Agreement under
the Federal Power Act.

1.1.11 "Good Utility Practice" shall mean any of the practices, methods
and acts engaged in or approved by a significant portion of the
electric utility industry during the relevant time period, or
any of the practices, methods and acts which, in the exercise of
reasonable judgment in light of the facts known at the time the
decision was made, could have been expected to accomplish the
desired result at a reasonable cost consistent with good
business practices, reliability, safety and expedition. Good
Utility Practice is not intended to be limited to the optimum
practice, method, or act to the exclusion of all others, but
rather to be acceptable practices, methods, or acts generally
accepted in the region.

1.1.12 "MAAC" shall mean the Mid-Atlantic Area Council, a regional
reliability council and a sub region of the North American
Electric Reliability Council (NERC) or any successor thereto.

1.1.13 "NERC" shall mean the North American Electric Reliability
Council or any successor thereto.

1.1.14 "Network Customer" shall mean an entity receiving Network
Integration Transmission Service pursuant to the terms of Part
III of the PJM Tariff and subject to the rates set forth in the
corresponding Attachment H to the PJM Tariff.

1.1.15 "Network Integration Transmission Service" shall mean the
transmission service provided under Part III of the PJM Tariff.

1.1.16 "Network Service Agreement" shall mean the initial agreement and
any amendments or supplements thereto entered into by the
Transmission Customer and the Transmission Provider (the OI) for
Network Integration Transmission Service under the PJM Tariff.

1.1.17 "Office of the Interconnection" or "OI" shall mean the PJM
Interconnection, L.L.C., governed by a Board of Managers and
engaged in implementation of the PJM Agreements acting pursuant
to the PJM Operating Agreement, and its employees and agents.

1.1.18 "Old Dominion" shall mean the Old Dominion Electric Cooperative,
a Virginia utility aggregation cooperative made up of its member
systems including Delaware Electric Cooperative, Choptank
Electric Cooperative and A&N Electric Cooperative.

1.1.19 "PJM Operating Agreement" shall mean the Operating Agreement of
the PJM Interconnection, L.L.C. dated April 1, 1996, as amended
and restated as of June 2, 1997 and as amended or superseded
from time to time thereafter through FERC and PJM procedures.

1.1.20 "PJM Agreements" shall mean, collectively, the PJM Operating
Agreement, the PJM Tariff and the PJM Reliability Assurance
Agreement.

1.1.21 "PJM Interconnection" shall mean the electric control area and
power pool operated by the Office of the Interconnection
pursuant to the PJM Operating Agreement.

1.1.22 "PJM Interconnection, L.L.C." (or"PJM") shall mean the Delaware
limited liability corporation governed by a Board of Managers
pursuant to the PJM Operating Agreement.

1.1.23 "PJM Reliability Assurance Agreement" shall mean the
Reliability Assurance Agreement Among Load Serving Entities in
the PJM Control Area dated June 2, 1997, as amended or
superseded from time to time thereafter through FERC and PJM
procedures.

1.1.24 "PJM Tariff" shall mean the Open Access Transmission Tariff of
the Pennsylvania-New Jersey-Maryland Interconnection, L.L.C.,
effective as of April 1, 1997, as amended or superseded from
time to time through FERC and PJM procedures.

1.1.25 "Planning Period" shall mean the twelve (12) months beginning
June 1 and extending through May 31 of the following year, or
such other period defined as the Planning Period for purposes
of the PJM Reliability Assurance Agreement.

1.1.26 "Points of Interconnection" shall mean the points of electrical
connection between the Delmarva System and the Old Dominion
system as set forth in Schedule 1 to this Agreement, as such
schedule may be amended from time to time by the Administrative
Committee.

1.1.27 "Schedule 1" shall mean the description of Points of
Interconnection between Old Dominion and Delmarva as may be
amended from time to time, as attached to this Agreement.

1.1.28 "Schedule 2" shall mean the geographic representation of the
Conectiv Bay Region, as attached to this Agreement.

1.1.29 "Schedule 3" shall mean the specification of loss factors for
transmission and distribution, as may be modified from time to
time, as attached to this Agreement.

1.1.30 "Settlement Agreement" shall mean the Settlement Agreement
between Delmarva Power & Light Company and Old Dominion
Electric Cooperative filed with the Federal Energy Regulatory
Commission in Docket Nos. ER ▇▇-▇▇▇▇-▇▇▇ and TX 94-8-000 on
November 2, 1994.

1.1.31 "Transition Period" shall mean that period of time between the
Effective Date through August 31, 2001.

1.2 Interpretation. In the event that there is a conflict between the
interpretation of a definition pursuant to this Agreement and a
definition pursuant to the PJM Agreements, the definition contained in
this Agreement shall be construed in a manner that gives maximum effect
to this Agreement while implementing the applicable provisions of the
PJM Agreements.

ARTICLE 2
REGULATORY APPROVAL

2.1 Filing of Agreement for Requlatory Approval. Promptly upon execution of
this Agreement by the Parties, Delmarva shall file the Agreement with
the FERC pursuant to Section 205 of the Federal Power Act and shall
request an Effective Date of December 1, 1999, together with waiver of
any applicable notice and filing requirements.

2.2 Good Faith Negotiations Upon Occurrence of Certain Events. If one of the
following events (an "Event") shall occur, the Parties agree to
negotiate in good faith to amend or supplement this Agreement or to take
other appropriate action so as to put each Party in effectively the same
relative position as the Parties would have occupied if the Event had
not occurred:

2.2.1 This Agreement is not approved or accepted for filing by the FERC
without material modification or condition, effective on
December 1, 1999;

2.2.2 PJM, MAAC or NERC prevents, in whole or in part, either Party
from performing any provision of this Agreement in accordance
with its terms;

2.2.3 PJM practices and procedures are modified to the extent that
provisions of this agreement no longer conform to the PJM
modifications; or

2.2.4 The FERC, the United States Congress, or any state or regulatory
legislature or agency implements any change in any law,
regulation, rule or practice which materially affects or is
reasonably expected to materially affect either Party's ability
to perform any portion of this Agreement in accordance with its
terms.

2.3 Amendments to Agreement. Any amendment negotiated by the Parties
pursuant to Section 2.2 must be executed by the Parties in writing and,
if necessary, filed with the FERC.

2.4 Filing of Amendments to Agreement. Promptly upon execution by the
Parties of any amendment to this Agreement or modification to any of the
attached schedules, Delmarva shall, if necessary, file such amendment or
modification with the FERC. Old Dominion agrees to use reasonable
efforts to support any such filing. Upon satisfaction of all applicable
regulatory requirements, said amendment shall become effective and a
part of this Agreement.

2.5 Failure to Agree. If, within sixty (60) days, or such other time period
as may be mutually agreed upon by the Parties, after written notice of
the Event is provided by one Party to the other Party, the Parties are
(a) unable to reach agreement as to what, if any, amendments are
necessary to accomplish the objective of Section 2.2, and (b) fail to
take other appropriate action to put each Party in effectively the same
position as the Parties would have occupied had the Event not occurred,
then the Parties shall continue to perform under this Agreement to

the maximum extent possible, taking all reasonable steps to mitigate any
adverse effect on each other resulting from the Event. Either Party
shall also have the right to unilaterally file with the FERC, pursuant
to Section 205 or Section 206 of the Federal Power Act as appropriate,
proposed revisions to this Agreement which the Party deems reasonably
necessary for each Party to remain in effectively the same position the
Parties would have occupied had the Event not occurred. Either Party may
contest any such unilateral filing, pursuant to applicable FERC
procedures.

ARTICLE 3
TERM AND EFFECT OF TERMINATION

3.1 Effective Date. This Agreement shall become effective on December 1,
1999 or such other date designated by the FERC when this Agreement is
accepted for filing.

3.2 Term. This Agreement shall remain in full force and effect from the
Effective Date through August 31, 2001 and thereafter from year to year,
as long as the Parties remain interconnected at one or more of the
Points of Interconnection listed on Schedule 1 or the Parties by mutual
agreement terminate this Agreement.

3.3 Effect of Termination. The provisions of this Agreement relating to
billing, payments and liabilities in connection with the services
provided hereunder during the term of this Agreement shall survive
termination of this Agreement until they are fully discharged.

3.4 Right to Revise or Modify Agreement. Notwithstanding Section 2.5, either
Party shall have the right at any time during the term of this
Agreement to unilaterally file with the FERC, pursuant to Section 205 or
Section 206 of the Federal Power Act as appropriate, proposed revisions
or modifications to this Agreement. Either Party may contest any such
unilateral filing pursuant to applicable FERC procedures.

ARTICLE 4
PREVIOUS AGREEMENT

4.1 This Agreement supersedes the Settlement Agreement between the two
Parties, except to the extent necessary to discharge obligations arising
under such Settlement Agreement prior to the Effective Date of this
Agreement.

ARTICLE 5 INTERCONNECTION AND
INTERCONNECTION METERING

5.1 Facilities at Points of Interconnection. Old Dominion and Delmarva,
during the term of this Agreement, shall operate and maintain their
facilities at the Points of Interconnection as described in Schedule 1.

5.2 Connection with the Delmarva System. All connections of Old Dominion's
electrical facilities with the Delmarva System shall be made in
conformance with Delmarva's "Guidelines Governing the Connection of
Resale Delivery Customers", issued March 1982 and as amended or revised
from time to time upon mutual agreement of the Parties through the
Administrative Committee.

5.3 Old Dominion Equipment. Old Dominion shall own and maintain the
necessary transformation, regulating, switching and protective equipment
which may be reasonably necessary to receive and use the electric energy
and to protect Delmarva's service to its other consumers. The primary
windings of the substation transformers shall be connected in closed
delta or Old Dominion shall install and maintain suitable isolating
transformers for the purpose of isolating its grounded lines from the
Delmarva System.

5.4 Additional Points of Interconnection. Old Dominion, at its cost, may add
additional Points of Interconnection with Delmarva pursuant to this
Agreement by providing Delmarva timely written notice in advance of the
date the facilities are energized, subject to the condition that Old
Dominion has obtained any necessary approvals from PJM and MAAC.

5.4.1 Each Party shall construct its facilities in accordance with
specifications at least equal to those provided by the "National
Electrical Safety Code of the Bureau of Standards of the United
States Department of Commerce" as amended or revised from time
to time.

5.5 Elimination of Points of Interconnection. Should it be necessary for
either Party to eliminate a Point of Interconnection, timely written
notice must be given by that Party and the Parties must reach a mutually
acceptable plan to serve the Old Dominion loads, if necessary.

5.6 Meters. During the Transition Period, for the purpose of obtaining
electric energy billing information required by PJM and Old Dominion
pursuant to this Agreement, all meters shall be maintained and read by
Delmarva unless otherwise provided for by agreement between the Parties
pursuant to Article 9 of this Agreement. All billing determinants and
other information necessary for Old Dominion to invoice its members
shall be provided by Delmarva to Old Dominion on a monthly cycle no
later than the seventh business day each month for the previous month's
information.

5.7 Maintenance of Meters. Procedures with respect to maintenance, testing,
calibrating, correction and registration records, and precision
tolerance of all metering equipment shall be in accordance with Good
Utility Practice and PJM billing meter standards in effect from time to
time. The expense of testing any meter shall be borne by the Party
owning such meter, except that when a meter tested at the request of the
other Party is found to register within the PJM billing meter standard
tolerance, the Party making the request shall bear the expense of
such test.

5.8 Reverse Registration. Each Party may, by detent or other device, control
its meters so as to prevent reverse registration.

5.9 Metering in kilowatt-hours. All metering of energy shall be the
integration of kilowatt-hours in the clock hour, and the quantities thus
obtained shall constitute the kilowatt load for such clock hour.

5.10 Loss Factor for PJM Reporting Purposes. Metered values shall be adjusted
for transmission and distribution losses using loss factors calculated
by Delmarva, as shown on Schedule 3. Such factors shall be based on
losses as reported in Delmarva's FERC Form 1 coincident with the time
period used for the applicable load flow studies. Loss factors may be
redetermined by Delmarva annually during the term of this Agreement,
based on load flow studies or other mutually agreeable appropriate
methods. Actual metered values and transmission and distribution losses
shall be reported to PJM for use in application of the PJM Agreements.

5.11 Metering Procedure. The electric energy shall be metered either at the
supply voltage or on the low voltage side of Old Dominion's substation.
If energy is metered at such low-side voltage, transformer loss
compensators shall be installed in conjunction with the metering
equipment by the Party owning the metering equipment at each such
metering point in order to determine the actual demand, energy, and
reactive power supplied at the point of Delmarva's facilities. Where
used, the transformer loss compensators at each such metering point
shall be set so as to reflect the true losses in the substation
transformers as reported by the transformer manufacturer to Old Dominion
and by Old Dominion to Delmarva. If the service to such substation is by
way of a transmission line owned by Old Dominion, the settings of the
loss compensators shall also include the true losses in such Old
Dominion-owned transmission line, based upon line design data furnished
by Old Dominion to Delmarva.

5.12 Meter Malfunction. In the event either Party's meters or related
equipment serving Old Dominion malfunctions, such Party shall make
reasonable estimates of energy used but not registered on the meter.
Such estimates shall be used by PJM and the Parties for purposes of
administering the PJM Agreements.

5.13 Meter Locations. The meter locations to be used by the Parties in
determining the energy flows and Old Dominion system loads are listed in
Schedule 1, and shall be verified from time to time by the
Administrative Committee. Any new Points of Interconnection between the
Parties shall be metered and telemetered in accordance with the
provisions of this Article and Article 6.

5.14 Choptank Electric Cooperative. The Parties agree as follows regarding
Choptank Electric Cooperative's ("Choptank") 25 ▇▇ ▇▇▇▇▇ delivery point:

5.14.1 Delmarva shall contribute the first $500,000 toward the cost of
a 69 kV transmission line, including connection to the ring bus
at Delmarva 's

▇▇▇▇ substation and extension to Choptank's existing 69 kV line to
enable Choptank to convert to 69 kV service.

5.14.2 Delmarva shall retain ownership of the facilities within ▇▇▇▇
substation and the new 69 kV line. Choptank shall retain ownership
of Choptank's existing 69 kV line serving ▇▇▇▇▇ and the facilities
at the ▇▇▇▇▇ substation.

5.14.3 The Parties agree to negotiate terms for reallocation of the cost of
this line in the event that Delmarva later desires to extend the
line to serve other customers.

5.14.4 Old Dominion and Choptank shall drop their request for compensation
in connection with damage to the transformers at Choptank's ▇▇▇▇▇
substation in the summer of 1993.

5.14.5 This Section 5.14 shall not establish any precedent with regard to
any other Old Dominion delivery points.

ARTICLE 6
OBLIGATIONS OF THE PARTIES

6.1 Interconnection. During the term of this Agreement, the Parties agree: to
remain electrically interconnected at the Points of Interconnection as
listed in Schedule 1; to coordinate planning and operations over their
interconnected facilities; and, to act in accordance with and coordinate
various obligations under the PJM Agreements.

6.2 Obligations. Each Party shall provide for sufficient capacity resources
and associated transmission capability to meet its obligations under this
Agreement; provided, however, that neither Party shall be obligated to make
transmission or Ancillary Services available to the other on terms and
conditions, including pricing, other than those in effect from time to time
under the PJM Agreements.

6.3 Ownership of Facilities. Except for the facilities described in Schedule 1,
each Party shall retain sole control over its own facilities and service,
and shall determine the availability of its facilities for use by the other
Party or by PJM, and such facilities shall always be first available to the
owner for its own use unless otherwise arranged and agreed. Subject to this
reservation, each Party shall cooperate with the other and with the OI in
the interconnected operation of its electric supply system. The Parties
agree to abide by FERC regulations, the PJM Agreements and MAAC
requirements. The Parties' agreement hereunder to coordinate the planning
and operation of their respective systems shall include, but not be limited
to, the following specific commitments of each Party:

6.3.1 Promote reliability through planning and operation of the
interconnected system; and

6.3.2 Cooperate in the analysis, formulation and implementation of plans to
prevent or eliminate conditions which impair the reliability of the
interconnected systems.

6.4 Telecommunications Equipment. The Parties agree to install, maintain and
upgrade, as necessary, telecommunications equipment required to communicate
information pursuant to this Agreement. To the extent that current
facilities are providing service to Old Dominion, those facilities shall
continue to be utilized to meet the PJM obligations without any additional
charge to Old Dominion during the Transition Period. Correspondingly,
Delmarva shall be solely responsible, at its expense, for the
telecommunications equipment and services necessary to communicate
information to and from the 0I on behalf of the Delmarva Zone pursuant to
this Agreement and the PJM Agreements. Old Dominion shall be solely
responsible, at its own expense, for the local sensing, metering and
telecommunications equipment within Old Dominion necessary to communicate
information between Old Dominion and Delmarva pursuant to this Agreement
and the PJM Agreements. The costs incurred by Delmarva for wholly owned or
third-Party telecommunications services necessary to transmit information
between Delmarva and Old Dominion shall be shared equally between the
Parties.

6.4.1 Delmarva shall use its reasonable best efforts to continue to provide
a load signal to Old Dominion. Delmarva does not guarantee the
availability or accuracy of the load signal nor does it claim that it
is representative of Delmarva peninsula native load.

6.4.2 Delmarva shall work with Old Dominion to utilize the existing
communication link to provide Delmarva with Old Dominion's peninsula
real time load signal. Any additional expense to Delmarva to extract
that information from the existing Old Dominion equipment located at
Delmarva's site will be at Delmarva's expense. Old Dominion does not
guarantee the availability or accuracy of the load signal nor does it
claim that it is representative of Old Dominion's native load on the
Delmarva peninsula.

6.5 Reactive Capability. Each Party shall provide or arrange for sufficient
reactive capability and voltage control facilities to meet the reactive
requirements of its electric supply system. The Parties will plan for a 99%
power factor during peak times.

6.5.1 During the Transition Period, if Old Dominion's average power factor
among its members in the Delmarva Zone is determined to be between
90% and 100% for any given month, a credit of $0.03 per kilowatt of
Billing Demand for every whole percentage greater than 90% will be
added to Old Dominion's monthly ▇▇▇▇. If Old Dominion's average power
factor among its members in the Delmarva Zone, is determined to be
below 90% for any given month, an additional charge of $0.03 per
kilowatt of Billing Demand for every whole percent less than 90% will
be added to the monthly ▇▇▇▇.

6.5.2 Beginning September 1, 2001 through August 31, 2004, Old Dominion
shall maintain an average power factor among its members, as measured
at the Points Of Interconnection shown on Schedule 1, during the
Delmarva Zone monthly peak hour of no less than 95.5%, provided that
Delmarva's power factor for the geographic region depicted on Sche-
dule 2 is at least 95.5% during the same time. Such 95.5% average
power factor requirement shall apply to Old Dominion for the period
September 1, 2001 through August 31,2004, unless Old Dominion notifies
Delmarva in writing by March 1, 2000 that, based on historical data,
Old Dominion cannot realistically meet the power factor of 95.5% by
September 1, 2001. In that event, the Administrative Committee will,
within 120 days of Old Dominion's written notice, determine the power
factor, not to exceed 95.5% to be maintained by Old Dominion for the
period September 1, 2001 through August 31, 2004.

6.5.3 Starting on September 1, 2004, Old Dominion shall maintain an average
power factor among its members, as measured at the Points of
Interconnection as shown on Schedule 1, during the Delmarva Zone
monthly peak hour that is comparable to the average power factor that
Delmarva maintains in its service area as shown on Schedule 2. If Old
Dominion's average power factor among its members in the Delmarva Zone
drops below Delmarva's power factor for the geographic area depicted
on Schedule 2 during the same time, Delmarva will provide written
notice to Old Dominion. Pursuant to such written notice, Old Dominion
will have one year to correct such deficiency. If Old Dominion does
not cure the deficiency within one year of such notice, Delmarva will
have the right to install the necessary equipment to cure the
deficiency and charge Old Dominion for its actual costs to cure.

6.5.4 The Parties, through the Administrative Committee, will annually
review each Party's monthly power factor history and the plans of each
Party to attain the power factors as required by this Agreement. The
Administrative Committee will evaluate improvements at locations other
than the existing Points of Interconnection that may improve power
factor in a more cost-effective manner.

6.5.5 Any change in PJM Agreements that result in charges different than
those charges pursuant hereto will be recognized by the Parties, and
the Agreement will be amended to reflect that change.

6.6 Emergency Procedures. Each Party shall cooperate with the other Party in
the implementation of all emergency procedures of PJM or the Delmarva Zone
in recognition of the need to pursue a comparable operating policy in all
service areas and to meet the Parties' respective obligations under this
Agreement. These procedures shall include but are not limited to
under-frequency load shedding, undervoltage load shedding, manual load
dumping, load management and voltage reduction. Old Dominion's contribution
to all such system operating actions shall be in accordance with pertinent
PJM practices and procedures and instructions reasonably provided by
Delmarva in accordance therewith.

6.7 Delmarva Zone. Each Party shall take such reasonable actions and provide
such information and data as may be reasonably necessary from time-to-time
to enable the Delmarva Zone to remain in good standing under the PJM
Agreements and MAAC Agreements.

6.8 Fluctuations. The Parties agree that electric service shall not be used in
such a manner as to cause unusual fluctuations or disturbances.

6.9 Unbalanced Loads. Old Dominion shall at all times use energy in such manner
that the load will be balanced equally between phase. If the load is
unbalanced by more than ten percent (10%) of the lesser phase, Delmarva
reserves the right to compute the demand for billing purposed on the
assumption that the load on each phase is equal to that on the greatest
phase.

6.10 Superimposition of Electric Signals. When either Old Dominion or Delmarva
couples to or superimposes any signal on its electric system for control
equipment, load management control, carrier current transmission, signal
systems, communication broadcasting or any other purpose, the Party
responsible for the superimposition of said signal will be responsible for
preventing its interference with the operation of the other Party's
electric system's metering, relaying, communications, or operations.

6.11 Access to Premises. The authorized agents or representatives of either
Party, having the proper identification, shall have access at all
reasonable times to the premises of the other Party for the purpose of
reading meters, connecting and disconnecting service, and operating,
testing, inspecting, repairing, removing, and replacing any or all of the
apparatus used to assure that wiring and equipment meets Good Utility
Practice standards in connection with the supply of electricity.

6.12 Tampering Expressly Forbidden. No person except a duly authorized
representative of either Party shall make any connection or a
disconnection, either temporary or permanent between the service load of
Old Dominion and the service wires of Delmarva; or set, change, remove or
interfere with or make any connections to a Party's meter or other property
or any wiring between Party's meter and the service wires of the other
Party.

6.13 Delivery Voltage Change. Should the transmission voltage be changed by
Delmarva at any Point of Interconnection which is at the time serving Old
Dominion, Delmarva agrees to give Old Dominion at least twelve (12) months
written notice of its intention to do so and Old Dominion agrees that when
so notified it will make every effort to change its equipment to
accommodate such changed voltage by the time specified by Delmarva. The
full net cost of Old Dominion's reasonable equipment changes necessitated
by the change in delivery voltage shall be reimbursed to Old Dominion by
Delmarva upon presentation of invoices and other documents reasonably
detailing the work done, equipment and costs.

6.13.1 If, at the time of initial service at a Point of Interconnection,
Delmarva plans to change the transmission voltage at a later date,
such plan, as

defined in Delmarva's then most recent "Ten-Year Planning Schedule of
System Requirements", shall be stated on Schedule 1 for that
particular Point of Interconnection. In such an event, Old Dominion
shall pay for changing its own equipment to accommodate such new
voltage.

6.13.2 If Old Dominion requests that Delmarva change the delivery voltage
of a Point of Interconnection which Old Dominion is then receiving
service, Old Dominion shall be responsible for all costs of such
change. When Delmarva-owned facilities are retired from service due
to such change, the costs to be paid by Old Dominion shall be
determined by Delmarva based on the net remaining book original cost
of said retired facilities, plus the cost of their removal and less
their salvage value and shall further include any related expenses;
provided, however, that when such facilities are at least thirty (30)
years old, Delmarva and Old Dominion, will negotiate such costs on a
case by case basis. If said voltage change includes the sale to Old
Dominion of Delmarva facilities then used to serve Old Dominion, the
sale price shall be determined by Delmarva based on the trended
present value of the original cost of said facilities less
accumulated depreciation (based on the ratio of trended to untrended
original cost times accumulated book depreciation) and shall further
include any related expenses; provided, however, that when such
facilities are at least thirty (30) years old and, in the case of
substation facilities, the main power transformers are also at least
thirty (30) years old, Delmarva and Old Dominion will negotiate such
costs on a case by case basis.

6.14 Prearranged Interruption of Service. Whenever it is necessary to interrupt
service for work on lines or equipment, such work shall be done, as far as
practicable, at a time that will cause the least inconvenience to Old
Dominion. If practicable, Old Dominion shall be notified at least two weeks
in advance of such interruption.

ARTICLE 7
CHARGES AND BILLING

7.1 Payment for Services. During the Transition Period, Old Dominion shall not
be obligated to pay more for any services than it paid for those services
under the Settlement Agreement.

7.1.1 Prior to December 1, 1999, Delmarva provided service to Old Dominion
on a bundled basis under the Settlement Agreement. On and after
December 1, 1999, Old Dominion shall receive and pay for transmission
and distribution service from PJM and Delmarva pursuant to a Network
Service Agreement under Attachment F of the PJM Tariff and this
Agreement. The distribution facilities charge of $35,256 per month
and customer charge of $22,540 per month that is applicable to Old
Dominion per Attachment F shall not be subject to adjustment under
Section 205 of the Federal Power Act by Delmarva, or PJM upon
Delmarva's behalf, for the period December 1, 1999 through May 31,
2000. After May 31, 2000, any change to such distribution facilities
charge or customer charge shall

be based on a fully allocated cost of service to be filed with
FERC by Delmarva under Section 205 of the Federal Power Act.

7.1.2 Except for the reactive power service charge and credit as
provided in Section 6.5 of this Agreement, no other charges shall
be assessed Old Dominion by Delmarva under this Agreement during
the Transition Period for services previously provided under the
Settlement Agreement. To the extent that Delmarva provides a new
or additional service during the Transition Period that was not
previously provided under the Settlement Agreement, as may be
approved by the Administrative Committee, Delmarva shall ▇▇▇▇ Old
Dominion for such new or additional service at Delmarva's fully
loaded employee cost rates plus 106% of other costs to Delmarva
associated with such new or additional service.

7.2 Monthly Billinq. A ▇▇▇▇ for all charges incurred in a month under the
provisions of this Agreement shall be prepared by Delmarva and rendered
during the next succeeding month. All payments for such charges shall be
due and payable within fifteen (15) days after receipt of ▇▇▇▇.

7.3 Interest. Interest on any unpaid amount shall accrue from the date such
amount is due to be paid until such amount is paid in full at one
hundred and thirty percent (130%) of the prime rate as listed in the
Wall Street Journal money rates section, on the date such amount was
originally due to be paid.

7.4 Billinq Adiustments. Notwithstanding any other provision of this Article
7, billing adjustments that result solely from the correction of errors
shall be made as promptly as practicable and shall bear interest which
will accrue from the date at payment of the original ▇▇▇▇ through the
date of payment of the adjustment at the prime rate as listed in the
Wall Street Journal money rates section on the date such amount was
originally paid.

ARTICLE 8
ADMINISTRATION AND OPERATION

8.1 Membership and Responsibility. Each Party shall appoint representatives
to serve on an Administrative Committee. Each Party shall designate
alternate representatives to serve in the absence of the appointed
representative. The appointments of these representatives shall be made
by written notice signed by an executive officer and sent to the other
Party. The Administrative Committee will cooperatively administer
matters included in this Agreement, develop mutually accepted
interpretations and facilitate changes as required from time-to-time.
All actions taken by the Administrative Committee shall be by unanimous
agreement. The initial meeting of the Administrative Committee shall
be within 90 days of the Effective Date and it shall meet at least
annually thereafter.

8.2 Operating and Accounting Practices. The Administrative Committee shall
be responsible for the establishment from time-to-time of operating and
accounting practices and procedures to be used in connection with this
Agreement. These

practices and procedures shall be consistent with the provisions of this
Agreement and, insofar as practicable, shall be consistent with similar
practices and procedures in effect under the applicable PJM Agreements.
The Administrative Committee may establish additional committees as
necessary.

8.3 System Operations. The system operating organizations of Delmarva and
Old Dominion shall continuously direct the operation of their respective
systems in cooperation with each other so as to accomplish the intent of
this Agreement, and to conform to the operating practices and procedures
established from time-to-time by the Administrative Committee and by the
PJM Agreements.

8.4 Timely Communications. The Parties through their assigned
representatives commit to actively communicate, in a timely manner, with
regard to planning and operations of their interconnected systems and
in response to obligations under the PJM Agreements, and to provide
information necessary to meet the requirements of the PJM Agreements.

8.5 Confidentiality. Except to the extent required by applicable law or
regulatory authority and except as required in the ordinary course of
the Parties' business or to implement this Agreement, all information
exchanged between the Parties hereunder shall be treated as
confidential, to be used for the purposes contemplated in this Agreement
only.

ARTICLE 9
TRANSITION

9 1 Meter Treatment. During the Transition Period, all meters, including
ancillary PTs and CTs that are utilized to provide service for Old
Dominion (collectively, "Meters"), shall continue to be owned and
maintained by Delmarva. After the Transition Period, all such metering
responsibilities shall transfer to Old Dominion. Accordingly, Old
Dominion shall have the option upon the expiration of the Transition
Period to install and maintain its own meters or purchase and maintain
the Meters presently owned by Delmarva to provide service for Old
Dominion.

9.1.1 In the event that Old Dominion chooses to purchase any such
Meters from Delmarva, the Parties shall mutually agree on the
purchase terms and price which will not exceed Delmarva's
original cost less depreciation for the particular meter(s) to
be purchased. If Old Dominion declines to exercise the option to
purchase any of Delmarva's Meter(s) following the Transition
Period, the Parties agree that Delmarva shall remove the Meters
at no cost to Old Dominion. There shall be no payment by Old
Dominion to Delmarva of any abandonment costs associated with
Delmarva's Meters if so claimed by Delmarva.

9.1.2 Upon the transfer of metering responsibilities to Old Dominion,
the distribution and customer charges reflected in Section 7.1.1
of this

Agreement shall be subject to reduction and be filed in Attachment F of
the PJM Tariff.

9.2 Loadshedding Control. Each Party shall maintain the proportion of its
load subject to control by automatic under-frequency loadshedding
devices at least equal to the requirements contained in the PJM
agreements. The Parties shall work together through the Administrative
Committee to implement these and other operating procedures prior to the
end of the Transition Period.

9.3 Communications and Telecommunications. The Parties shall work through
the Administrative Committee to mutually agree by the end of the
Transition Period on terms and conditions for communications and
telecommunications between the Parties or any one of them and PJM.

ARTICLE 10
LIABILITY

10 1 Delmarva Liability. As between the Parties, Delmarva hereby assumes all
risk of liability for injury to persons and property occasioned by
electric energy on the Delmarva System beyond the Points of
Interconnection with Old Dominion and shall indemnify and save harmless
Old Dominion from and against all such liability.

10.2 Old Dominion Liability. As between the Parties, Old Dominion hereby
assumes all risk of liability for injury to persons and property
occasioned by electric energy on the Old Dominion system beyond the
Points of Interconnection with Delmarva and shall indemnify and save
harmless Delmarva from and against all such liability.

10.3 Liability Related to the Furnishing of Energy. Use by Old Dominion or
any individual, firm or corporation, private or municipal, of the energy
delivered by Delmarva hereunder for water pumping, fire protection,
sewerage pumping, railways or any phases of their operations, airports
(lighting or any phases of their operations), public or private
lighting, traffic lights, semaphores or other signals, or any other
purposes either public or private, shall not in any such case or cases
subject Delmarva to any liability to Old Dominion or any individual,
firm or corporation, private or municipal, for damage or injury due to
failure of power supply, or from any interruption or deficiency which
may arise and Old Dominion does hereby agree to indemnify and hold
harmless Delmarva from or against all liability for such damages. In
like manner, Delmarva shall indemnify and hold harmless Old Dominion
from or against all liability for damages where energy is delivered to
Delmarva by Old Dominion.

10.4 Consequential Damages. In no event shall either Party be liable to the
other Party for indirect, punitive, consequential or special damages
relating to or arising out of this Agreement.

10.5 lndemnification by Old Dominion. Old Dominion shall be directly
responsible to Delmarva for all obligations and liabilities relating to
or arising out of this Agreement whether it elects to perform its
obligations hereunder on its own behalf or through one or more
representatives or agents. Old Dominion expressly agrees to indemnify
and hold Delmarva harmless for any act or omission by any of Old
Dominion's employees, representatives or agents.

10.6 Indemnification bv Delmarva. Delmarva shall be directly responsible to
Old Dominion for all obligations and liabilities relating to or arising
out of this Agreement whether it elects to perform its obligations
hereunder on its own behalf or through one or more representatives or
agents. Delmarva expressly agrees to indemnify and hold Old Dominion
harmless for any act or omission by any of Delmarva's employees,
representatives or agents.

10.7 Third Parties. This Agreement shall not be interpreted or construed as
one for the benefit of third persons.

ARTICLE 11
WAIVER OF RIGHTS

11.1 Any waiver at any time of the right of either Party as to any default of
the other Party or any other matter arising hereunder shall not be deemed
a waiver as to any default or other matter subsequently occurring.

ARTICLE 12
ARBITRATION

12.1 Arbitration Procedures. The Parties intend that the PJM Dispute
Resolution Procedures contained in Schedule 5 to the PJM Operating
Agreement shall apply to this Agreement. In the event that such dispute
resolution procedures cannot apply, the process referred to in Section
12.2 shall be used.

12.2 Alternative Arbitration Procedures. If there is any matter arising under
this Agreement which is in dispute between Parties, and for which
Section 12.1 cannot be applied and for which agreement cannot be
reached, the Parties shall: (a) by mutual Agreement submit to binding
arbitration or other alternative dispute resolution rules and procedures
to which both Parties agree; or (b) pursue any legal or equitable
remedies that may be available.

ARTICLE 13
DEFAULT

13.1 Failure to Meet Obligations. Each Party hereto shall be considered in
default in the event that it does not meet its obligations under this
Agreement. A Party hereto is considered to be in default until all
amounts in arrears including the

interest thereon accrued in accordance with Article 7 are paid in full
to the Party hereto not in default.

13.2 Credits. Any net credits due to a Party hereto shall be applied against
any amounts in arrears.

13.3 No Obligation To Provide Benefits. Each Party hereto has no continuing
obligation to provide the benefits of interconnected operations to the
Party in default.

13.4 Mitigation. In the event either Party hereto should be found in default,
that Party shall take all possible measures to mitigate the continued
impact of default on the Party hereto not in default, including, but not
limited to, loading its own generation to supply its own load to the
maximum extent possible.

ARTICLE 14
TAXES

14.1 If at any time while this Agreement is in force there should be levied
or assessed against either of the Parties hereto any new direct tax by
any taxing authority on the power or energy transmitted, interchanged,
exchanged, exported or imported by Delmarva on behalf or for the account
of Old Dominion pursuant to this Agreement or any increase in the rate
of such future direct taxes, which would, in the opinion of said Party
render unduly burdensome to it the performance of the obligations herein
provided, on the terms and conditions herein provided and contemplated,
then in such event, the Parties shall endeavor to reach an agreement as
to the proper and equitable allocation of the additional burden created
by such tax.

ARTICLE 15
SUCCESSORS AND ASSIGNS

15.1 The rights and obligations created by this Agreement shall inure to the
benefit of, and be binding upon, the successors and assigns of the
respective Parties hereto; provided, however, neither Party may assign
this Agreement or its rights hereunder without the prior written consent
of the other Party, which consent shall not be unreasonably withheld.
Either Party may, without consent of the other Party: (a) assign this
Agreement by way of pledge to a trustee under a mortgage or indenture to
secure its indebtedness; (b) assign this Agreement to any person
succeeding to all or substantially all of the assigning Party's electric
utility assets, provided that such person assumes all obligations of the
assignor under this Agreement; or (c) assign this Agreement to an
affiliate of the assigning Party. No assignment under this section shall
relieve the assigning Party from liability under this Agreement.

ARTICLE 16
MISCELLANEOUS PROVISIONS

16.1 Headings Not to Affect Meaning. The descriptive headings of the various
articles and sections of this Agreement are inserted for convenience
only and shall not restrict or modify the terms and provisions hereof.

16.2 Choice of Law. This Agreement shall be governed by, interpreted and
construed in accordance with the laws of the state of Delaware. The
obligations of Delmarva and Old Dominion hereunder are subject to any
present and future Federal and State laws, regulations, orders or other
regulations duly promulgated.

16.3 Notices. Written notices required by this Agreement shall be deemed
properly sent if delivered in person or sent by facsimile with
confirmation by phone and mail, registered or certified mail, or by
overnight courier service, postage prepaid, to the persons below:

(a) If to Delmarva by U.S. Mail:

Delmarva Power & Light Company
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Director of Transmission and Arrangements

(b) If to Delmarva by overnight courier service:

Delmarva Power & Light
Christiana Building
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Director of Transmission and Arrangements

Old Dominion Electric Cooperative
President and Chief Executive Officer
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Any name and/or address set out in this Agreement may be changed by written
notice by one Party or the other without making a filing at FERC.

INTERCONNECTION AGREEMENT
Page 22

In witness whereof, the Parties hereto have duly executed this
Interconnection Agreement as of the day and year first above written.

OLD DOMINION ELECTRIC COOPERATIVE DELMARVA POWER & LIGHT COMPANY

By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇ By: /s/ Tslon ▇. ▇▇▇▇▇▇▇
--------------------------- -----------------------------
▇▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Tslon ▇. ▇▇▇▇▇▇▇
Vice President, Engineering Director of Transmission and
& Operations Arrangements

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Airey and Golden Hill Substations

2. Location: Near Airey, Md. - Circuit 6709

3. Date of Commencement of Service: May, 1941

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 69 kV

3. Location of Meter: Tap Point

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: ▇▇▇▇▇ Substation

2. Location: Federalsburg - Reliance Rd., Circuit 2221

3. Date of Commencement of Service: March, 1975

INFORMATION
-----------

1. Delivery Voltage: 25 kV

2. Metered at: 25kV

3. Location of Meter: Tap Point

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: ▇▇▇▇▇▇▇ Substation

2. Location: Between ▇▇▇▇▇▇▇ and Suddlersville - Circuit 2232

3. Date of Commencement of Service: April, 1958

INFORMATION
-----------

1. Delivery Voltage: 25 kV

2. Metered at: 12kV

3. Location of Meter: ▇▇▇▇▇▇▇ Substation

CHOPTANK
3

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: ▇▇▇▇▇▇ Substation

2. Location: Near ▇▇▇▇▇▇ - Circuit 6714

3. Date of Commencement of Service: January, 1955

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 25kV

3. Location of Meter: ▇▇▇▇▇▇ Substation

CHOPTANK
4

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: East New Market Substation

2. Location: Near East New Market - Circuit 6715

3. Date of Commencement of Service: November, 1953

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12kV

3. Location of Meter: East New Market Substation

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Edgewood Substation

2. Location: Near ▇▇▇▇▇▇ - Circuit 6706

3. Date of Commencement of Service: September, 1953

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12kV

3. Location of Meter: Edgewood Substation

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Hillsboro Substation

2. Location: Delmarva's Hillsboro Substation - Circuit 2231

3. Date of Commencement of Service: July, 1950

INFORMATION
-----------

1. Delivery Voltage: 25 kV

2. Metered at: 25kV

3. Location of Meter: Tap Point

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: ▇▇▇▇▇▇▇ Substation

2. Location: Near ▇▇▇▇▇▇▇ - Circuit 2231

3. Date of Commencement of Service: June, 1939

INFORMATION
-----------

1. Delivery Voltage: 25 kV

2. Metered at: 25kV

3. Location of Meter: Tap Point

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: I.B. Corners Substation

2. Location: Circuit 6710, Pole VW 739

3. Date of Commencement of Service: October, 1978

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12kV

3. Location of Meter: I.B. Corners Substation

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Ironshire Substation

2. Location: Near Ironshire - Circuit 2238

3. Date of Commencement of Service: May, 1941

INFORMATION
-----------

1. Delivery Voltage: 25 kV

2. Metered at: 12kV

3. Location of Meter: Ironshire Substation

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Kennedyville Substation

2. Location: Near Kennedyville - Circuit 6727

3. Date of Commencement of Service: December, 1959

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12kV

3. Location of Meter: Kennedyville Substation

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Kingston Substation

2. Location: Near Crisfield - Circuit 6725

3. Date of Commencement of Service: Prior to September 1, 1983

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12kV

3. Location of Meter: Kingston Substation

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Mardela Substation

2. Location: Near Mardela - Circuit 6708

3. Date of Commencement of Service: August, 1968

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12kV

3. Location of Meter: Mardela Substation

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: ▇▇▇▇▇▇ Substation

2. Location: 1/4 Mile North of ▇▇▇▇▇▇, Maryland on Road 299

3. Date of Commencement of Service: June 1, 1992

INFORMATION
-----------

1. Delivery Voltage: 69,000 volts, nominal potential.

2. Metered at: 69 kV

3. Location of Meter: Wtihin the new 69 kV substation as described above.

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Millington Substation

2. Location: Near Millington - Circuit 6773 (Route 313)

3. Date of Commencement of Service: February, 1941

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12 kV

3. Location of Meter: Millington Substation

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Mount Olive Substation

2. Location: Near Mount Olive Church - Circuit 6712

3. Date of Commencement of Service: November, 1967

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12kV

3. Location of Meter: Mount Olive Substation

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: New Hope Substation

2. Location: Near Willards - Circuit 6712

3. Date of Commencement of Service: Prior to September, 1983

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12kV

3. Location of Meter: New Hope Substation

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: St. Martins Substation

2. Location: Near Whaleysville - Circuit 6712

3. Date of Commencement of Service: Prior to September, 1983

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 69kV

3. Location of Meter: Tap Point

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Princess ▇▇▇ Substation

2. Location: Near Princess ▇▇▇ - Circuit 6756

3. Date of Commencement of Service: May, 1941

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12 kV

3. Location of Meter: Princess ▇▇▇ Substation

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Royal Oak Substation

2. Location: Near Royal Oak - Circuit 6782

3. Date of Commencement of Service: November, 1968

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12 kV

3. Location of Meter: Royal Oak Substation

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Sinepuxent Substation

2. Location: Near West Ocean City - Circuit 6724

3. Date of Commencement of Service: June, 1970

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12 kV

3. Location of Meter: Sinepuxent Substation

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Talbot Substation

2. Location: Near Easton - Circuit 6710

3. Date of Commencement of Service: April, 1966

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12kV

3. Location of Meter: Talbot Substation

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: West Denton Substation

2. Location: Near ▇▇▇▇▇▇ - Circuit 2231

3. Date of Commencement of Service: November, 1978

INFORMATION
-----------

1. Delivery Voltage: 25 kV

2. Metered at: 12 kV

3. Location of Meter: West Denton Substation

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: ▇▇▇▇▇▇▇▇ Substation

2. Location: Route 413 - Circuit 6725

3. Date of Commencement of Service: February, 1975

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12 kV

3. Location of Meter: ▇▇▇▇▇▇▇▇ Substation

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: ▇▇▇▇▇▇▇ Switch Substation

2. Location: Near Parsonsburg - Circuit 6741

3. Date of Commencement of Service: May, 1981

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12 kV

3. Location of Meter: ▇▇▇▇▇▇▇ Switch Substation

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Williston Substation

2. Location: Near ▇▇▇▇▇▇ - Circuit 2231

3. Date of Commencement of Service: November, 1961

INFORMATION
-----------

1. Delivery Voltage: 25 kV

2. Metered at: 25 kV

3. Location of Meter: ▇▇▇▇▇ Tap Point

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Tanyard Substation

2. Location: Approximately 7 miles east of Easton, Maryland 1/2 mile off
Tanyard Road on ▇▇▇▇▇▇▇▇▇ ▇▇▇▇

▇. Date of Commencement of Service: September, 1987

INFORMATION
-----------

1. Delivery Voltage: 69,000 volts

2. Metered at: 12,000 volts; automatically compensated to 69 kV

3. Location of Meter: At Tanyard Substation

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Longwood Substation

2. Location: ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇. Off DP&L
Circuit No. 6710

3. Date of Commencement of Service: March 27, 1984

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12470 volts

3. Location of Meter: Longwood Substation

CHOPTANK

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Bayard Substation

2. Location: Near Millville - Circuit 6735

3. Date of Commencement of Service: November, 1964

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 69 kV

3. Location of Meter: Bayard Substation

DELAWARE

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Concord (Mumford & Workmen Substations)

2. Location: Near Laurel - Circuit 6722

3. Date of Commencement of Service: May, 1970

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 69 kV

3. Location of Meter: Tap Point

DELAWARE

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Fairmount and Indian River Substations

2. Location: Near Georgetown - Circuit 6720

3. Date of Commencement of Service: August, 1969

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 69 kV

3. Location of Meter: Tap Point

DELAWARE

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: ▇▇▇▇▇▇▇ Substation

2. Location: Near Frankford

3. Date of Commencement of Service: 1954

INFORMATION
-----------

1. Delivery Voltage: 25 kV

2. Metered at: 12 kV

3. Location of Meter: ▇▇▇▇▇▇▇ Substation

DELAWARE

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: ▇▇▇▇▇ Substation

2. Location: Near Smyrna - Circuit 13770

3. Date of Commencement of Service: 1955

INFORMATION
-----------

1. Delivery Voltage: 138 kV

2. Metered at: 12 kV

3. Location of Meter: ▇▇▇▇▇ Substation

DELAWARE

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: ▇▇▇▇▇ Substation

2. Location: Near Milford

3. Date of Commencement of Service: 1959

INFORMATION
-----------

1. Delivery Voltage: 25 kV

2. Metered at: 12 kV

3. Location of Meter: ▇▇▇▇▇ Substation

DELAWARE

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: ▇▇▇▇▇ Substation

2. Location: Near Greenwood - Circuit 6752

3. Date of Commencement of Service: 1937

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 69 kV

3. Location of Meter: Tap Point

DELAWARE

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Lank and ▇▇▇▇▇▇▇ Substations

2. Location: Near Harbeson - Circuit 6722

3. Date of Commencement of Service: 1955

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 69 kV

3. Location of Meter: Tap Point

DELAWARE

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: New ▇▇▇▇▇▇▇▇ Substation

2. Location: Near Cheswold - Circuit 6704

3. Date of Commencement of Service: May, 1970

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12 kV

3. Location of Meter: New ▇▇▇▇▇▇▇▇ Substation

DELAWARE

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Pepper Substation

2. Location: Near Georgetown - Circuit 6722

3. Date of Commencement of Service: 1959

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12 kV

3. Location of Meter: Pepper Substation

DELAWARE

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Short Substation

2. Location: Near Laurel - Circuit 6706

3. Date of Commencement of Service: 1956

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12 kV

3. Location of Meter: Short Substation

DELAWARE

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: ▇▇▇▇▇▇ Substation

2. Location: Near Seaford - Circuit 6752

3. Date of Commencement of Service: 1956

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12 kV

3. Location of Meter: ▇▇▇▇▇▇ Substation

DELAWARE

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: ▇▇▇▇▇▇ Substation

2. Location: Near ▇▇▇▇▇ - Circuit 6704

3. Date of Commencement of Service: 1957

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12 kV

3. Location of Meter: ▇▇▇▇▇▇ Substation

DELAWARE

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: ▇▇▇▇▇▇ Substation

2. Location: Near ▇▇▇▇▇▇▇▇▇▇ - Circuit 6713

3. Date of Commencement of Service: November, 1969

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12 kV

3. Location of Meter: ▇▇▇▇▇▇ Substation

DELAWARE

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Robinsonville Substation

2. Location: Intersection of Route 277 with Route 287, Sussex Co.

3. Date of Commencement of Service: June 1996

INFORMATION
-----------

1. Delivery Voltage: 138 kV

2. Metered at: 138 kV

3. Location of Meter: Robinsonville

DELAWARE

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Greenbush (Parksley)

2. Location: Near Greenbush Circuit 6790

3. Date of Commencement of Service: Rebuilt 1971

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 69 kV

3. Location of Meter: Tap Point

A&N

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Eastville Substation

2. Location: Near Eastville Circuit 6750

3. Date of Commencement of Service: November, 1973

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12 kV

3. Location of Meter: Eastville Substation

A&N

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Belle Haven Substation

2. Location: Near Belle Haven Circuit 6750

3. Date of Commencement of Service: April, 1956

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12 kV

3. Location of Meter: Belle Haven Substation

A&N

SCHEDULE 1

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

POINT OF INTERCONNECTION
------------------------

1. Name: Hallwood Substation

2. Location: Near Hallwood - Circuit 6709

3. Date of Commencement of Service: July, 1981

INFORMATION
-----------

1. Delivery Voltage: 69 kV

2. Metered at: 12 kV

3. Location of Meter: Hallwood Substation

A&N

SCHEDULE 2

[MAP OF CONECTIV BAY REGION]

SCHEDULE 2

SCHEDULE 3

TO THE INTERCONNECTION AGREEMENT

BETWEEN

DELMARVA POWER & LIGHT COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

LOSS FACTORS
------------

EFFECTIVE DECEMBER 1, 1999

TRANSMISSION LOSS FACTOR 1.0265915

DISTRIBUTION LOSS FACTOR 1.0414409

Exhibit 10.33 INTERCONNECTION AGREEMENT

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