ex10-2.htm


    
      
         


      

      
         


        
          
 

      

      
         


      

    


    2008
AMENDMENT

    TO

    EMPLOYMENT
AGREEMENT

     

    This Amendment (the "Amendment")
to the EMPLOYMENT AGREEMENT (the "Agreement") made as of July 26, 2007 between
PEPCO HOLDINGS, INC. (the "Company") and DENNIS R. WRAASE (the "Executive ") is
adopted by the parties hereto to be effective as of August 1,
2008.

     

    WHEREAS, the Parties wish to
modify and supplement the terms of the Employee's employment with the Company
for compliance with section 409A of the Internal Revenue Code of 1986, as
amended (the "Code"), as hereinafter provided;

     

    WHEREAS, while the Agreement must
be operated in compliance with Code Section 409A, pursuant to guidance issued by
the Internal Revenue Service amendments to comply with the provisions Code
Section 409A to bring the applicable document into compliance with Code Section
409A must be made no later than December 31, 2008, to be effective no later than
January 1, 2009:

     

    Accordingly, the Parties agree as
follows:

     

    Section 1 of the Agreement shall
be restated in its entirety to read as follows:

     

    "1.           Term
of this
Agreement. The term of this Agreement shall begin on the date first set
forth above and shall end on June 1, 2009 (the "Term of this Agreement") or, if
earlier, after all of the Company's and the Executive's obligations hereunder
have been satisfied following termination of the Executive's employment during
the Term of this Agreement.'

     

    Section 7(f) shall be restated in
its entirety to read as follows:

     

    "(f)           Notwithstanding
the above, if the Executive qualifies as a "specified employee", as defined in
Section 409A(2)(B)(i) of the Internal Revenue Code, at the time of the
Executive's separation from service for any reason other than death, any
benefits otherwise provided or payable which are subject to Code Section
409A(a)(2)(B) shall be subject to a six month deferral in payment and will not
be otherwise payable or provided to the Executive until the earlier of the date
of the Employee's death or six months after the date of such separation from
service. Any amounts that are deferred in respect of this six month restriction
shall be paid to Executive as soon as practicable after the end of the six-month
period (or date of death if earlier), but in no event later than 5 business days
after the end of such six month period, at which time any remaining payments and
benefits will continue to be paid and provided for in the normal form described
in herein.

     


    
      
         


      

      
         


        
          
 

      

      
         


      

    


    Section 7(g) is added to Section 7
to read as follows:

     

    "(g)                      Notwithstanding
any provision herein, any payment or benefit under this Agreement which is
considered a reimbursement under Code Section 409A must be made no later than
the last day of the Executive's taxable year following the Executive's taxable
year in which the expense subject to the reimbursement was
incurred."

     

    This Amendment shall be effective
August 1, 2008.

     

    IN WITNESS WHEREOF, the Parties
hereto, intending to be legally bound hereby, have executed this
Agreement.

     

    
      	 
      	
              EXECUTIVE

               

            
	 
      	
               /s/ D. R.
      Wraase                    

               

               

            
	 
      	
              PEPCO
      HOLDINGS, INC.

               

            
	 
      	
              By:

            	
               /s/ Willilam T.
      Torgerson         

              Name:  William T.
      Torgerson   

              Title:  Vice
      Chairman &
  CLO    

            


    

     

     


    
      
         
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