THIS AGREEMENT is entered into this 10th day of August, 1995 by and between Atlantic Energy, Inc., a New
Jersey corporation (the "Company"), and James E. Franklin, II (the "Executive").
In consideration of the premises and mutual covenants herein contained, it is hereby agreed by and between the
Company and the Executive as follows:
1. Term of Agreement. The term of this Agreement shall commence on the date hereof (the "Effective Date") and
shall continue until the second anniversary of the Effective Date (the "Employment Period"); provided, however,
that the Employment Period shall be automatically renewed for two years unless either party shall send the other
written notice of its intention to terminate the agreement at the end of such Employment Period one year prior to
the end of such Employment Period; and, provided, further, that upon the occurrence of a Change of Control, the
Employment Period shall become three years and shall commence on the date of the Change of Control, and
shall thereafter be automatically renewed for two years unless either party shall send the other written notice of its
intention to terminate the agreement one year prior to the end of the then current Employment Period.
2. Place of Employment. The Executive's services during the term of this Agreement shall be performed primarily
at the principal offices of the Company in Egg Harbor Township, New Jersey. The Executive shall be furnished
with a suitable office and such other facilities and services as he may reasonably require in performing his
obligations under this Agreement.
3. Employment Obligations.
(a) Position and Duties. The Company hereby agrees to employ the Executive as its Vice President, Secretary
and General Counsel, as the Senior Vice President, Secretary and General Counsel of Atlantic City Electric
Company ("Electric"), and as the Secretary of Atlantic Energy Enterprises, Inc. for the Employment Period. The
Executive shall exercise his reasonable best efforts in furthe