REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2002 • Pepco Holdings Inc • Electric & other services combined • New York
This Registration Rights Agreement (the "Agreement") is made and entered into this 6th day of September, 2002, among Pepco Holdings, Inc., a Delaware corporation (the "Company"), and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Banc One Capital Markets, Inc. ("Banc One"), Credit Suisse First Boston Corporation, Scotia Capital (USA) Inc., Wachovia Securities, Inc., Banc of America Securities LLC, Legg Mason Wood Walker, Incorporated, BNY Capital Markets, Inc., Mellon Financial Markets, LLC, SunTrust Capital Markets, Inc. and The Williams Capital Group, L.P. (collectively, the "Initial Purchasers"), for whom Merrill Lynch and Banc One are acting as representatives. This Agreement is made in connection with the Purchase Agreement, dated September 3, 2002, among the Company and the Initial Purchasers (the "Purchase Agreement"), which provides for the sale by the Company to the Initial Purchasers of $350,000,000 aggregate principal amount of
PEPCO HOLDINGS, INC. (a Delaware corporation) $350,000,000 5.50% Notes due 2007 $750,000,000 6.45% Notes due 2012 $250,000,000 7.45% Notes due 2032 PURCHASE AGREEMENTPurchase Agreement • November 13th, 2002 • Pepco Holdings Inc • Electric & other services combined • New York
