Amendment to Second Revised & Restated Executive & Director



 Exhibit 10.2 

AMENDMENT TO THE 
 PEPCO
HOLDINGS, INC. 
 SECOND REVISED AND RESTATED 

EXECUTIVE AND DIRECTOR DEFERRED COMPENSATION PLAN 

This Amendment (this “Amendment”) to the Pepco Holdings, Inc. Second Revised and Restated Executive and Director Deferred
Compensation Plan (the “Plan”) is made by PEPCO HOLDINGS, INC., a Delaware corporation (the “Company”), effective as of the closing of the merger with Exelon Corporation (the “Amendment Effective
Date”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Plan. 

WHEREAS, the Plan was amended and restated in its entirety by the Company on December 15, 2011; and 

WHEREAS, Section 7.01 of the Plan provides that the Company may amend the Plan at any time, subject to certain exceptions; and

 WHEREAS, the Company has entered into an Amended and Restated Agreement and Plan of Merger, dated July 18, 2014 (the
“Merger Agreement”), by and among the Company, Exelon Corporation, a Pennsylvania corporation (“Exelon”), and Purple Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Exelon
(“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Exelon, which was approved by the stockholders
of the Company at a special meeting held on September 23, 2014; and 
 WHEREAS, Article IV of the Merger Agreement sets forth
provisions for the exchange and cancellation of the Company’s common stock, $.01 par value per share, and the settlement of Company Awards (including amounts of Deferred Compensation credited to Directors in the form of phantom shares under the
Plan (“Phantom Shares”)) that are outstanding as of the effective time of the Merger; and 
 WHEREAS, the
Compensation/Human Resources Committee of the Board has recommended, and the Board has determined, that it is in the best interests of the Company to amend the Plan as set forth herein to give effect to the provisions of Article IV of the Merger
Agreement with respect to the Phantom Shares and the Plan. 
 NOW, THEREFORE, BE IT RESOLVED, that, pursuant to Section 7.01 of
the Plan, the provisions of the Plan are hereby deemed amended to the extent required to (i) permit all Phantom Shares credited to Directors under the Plan as of the Amendment Effective Date to be settled in accordance with Section 4.3 of
the Merger Agreement, and (ii) eliminate the right of any Executive or Director to elect to have his or her Deferred Compensation expressed in the form of Phantom Shares or credited to a Phantom Share account; and be it 







 FURTHER RESOLVED, that, effective as of the Amendment Effective Date, each reference in
the Plan to “this Plan,” “hereunder,” “hereof” or words of like import referring to the Plan, shall mean and be a reference to the Plan, as amended by this Amendment; and be it 

FURTHER RESOLVED, that, effective as of the Amendment Effective Date, the amendment to the Plan as provided in this Second Amendment
shall apply to and be binding upon each Executive and Director. 
 [Signature page appears on following page] 

  
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 IN WITNESS THEREOF, the Company has caused this Amendment to be signed this 23rd day of
March, 2016. 
  

									
	ATTEST:	 		 	Pepco Holdings, Inc.
					
	By:	 	 /s/ Jane K. Storero
	 		 	By:	 	 /s/ Joseph M. Rigby

		 	      Jane K. Storero	 		 		 	      Joseph M. Rigby
		 	      Secretary	 		 		 	      Chairman of the Board, President
		 		 		 		 	      and Chief Executive Officer


  
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