|PEPCO HOLDINGS, INC.                                                                                                                                                                                                                 
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|Restricted Stock Agreement                                                                                                                                                                                                           
|THIS AGREEMENT is made this ___ day of __________, _____ (hereinafter referred to as the "Date of Grant") by and between Pepco Holdings, Inc. (the "Company"), and _________________, an employee of the Company (the "Participant").
|WHEREAS, the Company has adopted the Pepco Holdings, Inc. Long-Term Incentive Plan (the "Plan") which is incorporated in this Agreement by reference.                                                                                
|WHEREAS, the Company desires to grant to Participant a Restricted Stock Award on the terms and conditions hereinafter set forth.                                                                                                     
|NOW, THEREFORE, In consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the Company and Participant agree as follows:                                                          
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|IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officers, under its corporate seal and the Participant has hereunder set his hand and seal, all as of the date first above written.  
|ATTEST:                                                                                                                                                                                                                              
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(Corporate Seal)                                                                                                                                                                                      
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