0001193125-12-075999 Sample Contracts

PEPCO HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT (Performance- Based/Non-162(m))
Restricted Stock Unit Agreement • February 24th, 2012 • Pepco Holdings Inc • Electric & other services combined • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is effective this day of , 2012 (the “Date of Grant”), by and between Pepco Holdings, Inc. (the “Company”), and , an employee of the Company (the “Participant”).

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PEPCO HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT (Time-Vested)
Restricted Stock Unit Agreement • February 24th, 2012 • Pepco Holdings Inc • Electric & other services combined • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made this day of , 2011 (the “Date of Grant”), by and between Pepco Holdings, Inc. (the “Company”), and , an employee of the Company (the “Participant”).

ISSUING AND PAYING AGENCY AGREEMENT
Issuing and Paying Agency Agreement • February 24th, 2012 • Pepco Holdings Inc • Electric & other services combined • New York

This Agreement, dated as of June . 2007, is by and between (the “Issuer”) and JPMorgan Chase Bank, National Association (“JPMorgan”). Issuer and JP Morgan are each sometimes referred to herein individually as a “party,” and collectively as “the parties.”

Pepco Holdings, Inc.
Non-Management Director Compensation Election Agreement • February 24th, 2012 • Pepco Holdings Inc • Electric & other services combined
AMENDMENT TO ISSUING AND PAYING AGENCY AGREEMENT
Issuing and Paying Agency Agreement • February 24th, 2012 • Pepco Holdings Inc • Electric & other services combined • New York

WHEREAS, (the “Issuer”), and JPMorgan Chase Bank, National Association (the “Issuing and Paying Agent”) have entered into that certain Issuing and Paying Agency Agreement dated as of June 27, 2007 (the “Agreement”);

DELMARVA POWER & LIGHT COMPANY TO THE CHASE MANHATTAN BANK (formerly known as Chemical Bank), Trustee. NINETY-SECOND SUPPLEMENTAL INDENTURE Dated as of January 1, 1997 (but executed on the dates shown on the execution page)
Supplemental Indenture • February 24th, 2012 • Pepco Holdings Inc • Electric & other services combined

The following is a schedule of bonds issued under the Eighty-Eighth Supplemental Indenture and Credit Line Deed of Trust, effective as of October 1, 1994, that can be designated as First Mortgage Bonds, Series I, which may also be designated as Secured Medium Term Notes, Series I; and First Mortgage Bonds, Pledged Series I.

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