0001135971-05-000198 Sample Contracts

FIRST AMENDMENT TO SALE AND PURCHASE AGREEMENT
Sale and Purchase Agreement • July 22nd, 2005 • Pepco Holdings Inc • Electric & other services combined

THIS FIRST AMENDMENT TO SALE AND PURCHASE AGREEMENT ("Amendment") is made to be effective for all purposes as of June 3, 2005, between PEPCO HOLDINGS, INC., a Delaware corporation ("Seller") and THE JOHN AKRIDGE DEVELOPMENT COMPANY, a Virginia corporation ("Buyer").

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SALE AND PURCHASE AGREEMENT
Sale and Purchase Agreement • July 22nd, 2005 • Pepco Holdings Inc • Electric & other services combined

THIS SALE AND PURCHASE AGREEMENT ("Agreement") is made between PEPCO HOLDINGS, INC., a Delaware corporation ("Seller"), and THE JOHN AKRIDGE DEVELOPMENT COMPANY, a Virginia corporation ("Buyer"). The effective date of this Agreement (the "Effective Date") shall be the date on which the last of the Seller or Buyer sign this Agreement below.

SECOND AMENDMENT TO SALE AND PURCHASE AGREEMENT
Sale and Purchase Agreement • July 22nd, 2005 • Pepco Holdings Inc • Electric & other services combined

THIS SECOND AMENDMENT TO SALE AND PURCHASE AGREEMENT ("Amendment") is made as of July 18, 2005 ("Amendment Date"), between PEPCO HOLDINGS, INC., a Delaware corporation ("Holdings"), THE JOHN AKRIDGE DEVELOPMENT COMPANY, a Virginia corporation ("Buyer"), acknowledged by TRI-STATE COMMERCIAL CLOSINGS, INC. ("Escrow Agent"), and joined by POTOMAC ELECTRIC POWER COMPANY, a District of Columbia and Virginia corporation ("PEPCO").

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