PEPCO
HOLDINGS, INC.


REVISED
AND RESTATED


EXECUTIVE
AND DIRECTOR DEFERRED COMPENSATION PLAN








I.
            INTRODUCTION




Potomac
Electric Power Company (“Pepco”) establishedthe Potomac Electric
Power Company Executive Deferred Compensation Plan (the “Pepco plan”), effective
November 18, 1982, to enable certain executives to supplement their
retirement income by deferring the receipt of compensation for services
performed while the plan was in effect.  The Pepco plan was amended
from time to time thereafter, including an amendment to make Directors eligible
to participate in the plan.  On March 13, 2002, further amendments
were authorized to the Pepco plan to recognize the intent to consummate a
transaction (the “Merger”) by which Pepco and Conectiv, Inc. (“Conectiv”) will
become wholly owned subsidiaries of Pepco Holdings, Inc. (the “Company” or
“Pepco Holdings”) and, for the near term future, to maintain for the benefit of
the executives of Pepco Holdings and its subsidiaries, the level of benefits
provided to such executives prior to the Merger.  Such amendments
include authorization to name Pepco Holdings as the sponsor of the plan; to
change the name of the Pepco plan to reflect the change in plan sponsorship to
amend the definition of “executive” eligible to participate in the plan; to add
an in-service withdrawal feature to the plan; and to provide an investment
option which credits a participant’s account with increases or decreases in
value attributable to phantom units of Pepco Holdings Common Stock, together
with any dividends or stock reinvestment rights associated with the designated
units.  The plan was thereafter amended to comply with Section 409A of
the Internal Revenue Code and regulations issued thereunder.  The Plan
is restated herein and is





known as
the Pepco Holdings, Inc. Executive and Director Deferred Compensation Plan. (the
“Plan”).




II.
            DEFINITIONS




2.01           “Account”
means the bookkeeping account maintained by the Company (i) for each
participating Executive and (ii) for each participating Director, which is
credited with the Executive’s or the Director’s Deferred Compensation, as the
case may be, and with additional amounts in the nature of interest and which is
debited to reflect benefit distributions.  Effective as of January 1,
2005, each Account shall be divided into two (2) subaccounts.  The
first subaccount shall reflect the vested balance of such Account as of December
31, 2004, adjusted to reflect (i) subsequent earnings or losses attributable to
the hypothetical investment options in which such subaccount is deemed invested
and (ii) any distributions made from such subaccount.  The second
subaccount shall reflect (i) all contributions made to the account on and after
January 1, 2005, (ii) any amounts which had been credited to the account
prior to January 1, 2005 but which first became vested on or after January 1,
2005, (iii) all earnings or losses attributable to the hypothetical investment
options in which such subaccount is deemed vested, and (iv) any distributions
made from such subaccount.




2.02           “Agreement”
means the Participation Agreement executed by the Company and an Executive or a
Director, as the case may be, which designates the amount of the Executive’s or
the Director’s Deferred Compensation, the time and manner of benefit
distributions, and the Executive’s or the Director’s Beneficiary.




2.03           “Beneficiary”
means any person designated by a participating Executive or a participating
Director to receive benefits under the Plan in the event of the Executive’s or
the Director’s death prior to the completion of all benefit payments under the
Plan. An Executive’s





or a
Director’s Agreement, as the case may be, may designate more than one
Beneficiary or may designate primary and contingent Beneficiaries.




2.04           “Board
of Directors” means the Board of Directors of Pepco Holdings, Inc.




2.05           “Deferred
Compensation” means any remuneration which would otherwise be currently payable
to the Executive or the Director, but which the Executive or the Director
irrevocably agrees to receive on a deferred basis in accordance with the terms
of the Plan.




2.06           “Director”
means a member of the Board of Directors.




2.07           “Executive”
means such employee of any Pepco Holdings subsidiary as designated by the Chief
Executive Officer of Pepco Holdings (the Chief Executive Officer to be
designated by the Board).




2.08           “Human
Resources Committee” shall mean that Committee comprised of members of the Board
of Directors, which governs the development of personnel policies for the
Company.




2.09          
“Internal Revenue Code” shall mean the Internal Revenue Code of 1986, as
amended.




2.10           “Normal
Compensation” with respect to an Executive means the amount of salary that would
be payable to an Executive for the twelve (12) month period commencing on the
first day of any Plan Year if the Executive were not participating
hereunder.  “Normal Compensation” with respect to a Director means the
amount of retainer/fees that would be payable to a Director for the twelve (12)
month period commencing on the first day of any Plan Year if the Director were
not participating hereunder.




2.11           “Plan
Year” means the twelve-month period commencing on July 1 of each calendar year
and ending on June 30 of the following calendar year.  Notwithstanding
the above,


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the time
period between July 1, 2005 and December 31, 2005 shall be treated as a separate
Plan Year and effective as of January 1, 2006, the Plan Year shall constitute
the calendar year.




2.12           “Retirement”
with respect to an Executive means the date following an Executive’s Separation
from Service on which the payment of benefits to the Executive commences under
the principal tax-qualified defined benefit pension plan of Pepco Holdings or
one of its subsidiaries in which the Executive participates (the “Applicable
Defined Benefit Pension Plan”) by reason of the Executive having attained normal
or early retirement age under that plan.  In the event that an
Executive is not entitled to receive benefits under that plan following
Separation from Service, “Retirement” means Separation from Service and
attainment of age sixty-five (65).“Retirement” with respect
to a Director means Separation from Service and attainment of age sixty-five
(65).




2.13           “Separation
from Service” means an Executive’s termination of employment with the Company
and any of its subsidiaries or a Director’s cessation of participation on the
Board of Directors.  An Executive who terminates regular employment or
a Director whodiscontinues participation on the Board of Directors and who thereafter
performs consulting services for the Company on a part-time basis will
nonetheless be deemed to have had a Separation from Service at the date of
termination of regular employment or the date of discontinuance of participation
on the Board of Directors, as the case may be.




2.14           “Unforeseen
Financial Emergency” means a severe financial hardship to the Executive or
Director resulting from an illness or accident of the Executive or Director, the
Executive or Director’s spouse, or a dependent (as defined in Section 152(a) of
the Internal Revenue Code) of the Executive or Director, loss of the Executive
or Director’s property due to


-4--


casualty,
or other similar extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Executive or Director.




III.
            PARTICIPATION




3.01           An
Executive or a Director may execute an Agreement and become a participant in the
Plan prior to the first day of any Plan Year. Except as set forth in Section
5.02, an Executive’s or a Director’s Agreement for a Plan Year may not be
amended or revoked once that Plan Year has commenced, provided that a
participating Executive or a participating Director may at any time change his
Beneficiary designation by providing written notice of such change to the
Company.  Notwithstanding the above, any election to participate in
the Plan in respect of the short Plan Year beginning July 1, 2005 and ending
December 31, 2005 must be made prior to March 15, 2005.




3.02           An
Executive’s or a Director’s Agreement shall relate to (i) compensation for
services performed during the Plan Year to which it relates, (ii) benefit
entitlements otherwise payable in connection with prior deferrals pursuant to
Section 5.01 of the Potomac Electric Power Company Director and Executive
Deferred Compensation Plan, (iii) other remuneration approved by the Board of
Directors as eligible to be deferred under the Plan, provided that such
Agreement shall be entered into prior to payment of such compensation to the
Executive or the Director, as the case may be, or (iv)other remuneration
approved by the Board of Directors as eligible to be credited under the Plan by
way of a transfer of a deferred compensation entitlement to this Plan from any
other nonqualified deferred compensation program maintained by the
Company.  Notwithstanding the above, any Agreement entered into on or
after January 1, 2005 shall be structured so as to comply with the timing of
election rules contained in Section


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409A(a)(4)
of the Internal Revenue Code, as interpreted by the Internal Revenue Service
through any proposed or final Regulation or other guidance.




IV.
            DEFERRAL
      OF COMPENSATION -EXECUTIVE
      AND DIRECTOR RULES




4.01      The
deferral of compensation for an Executive shall be made in accordance with the
following provisions.




A.          Each
Plan Year, the Executive may elect any or all of the following five options for
deferring compensation, to the extent applicable:




Option 1 –TheExecutive may elect to defer an
      amount of Normal Compensation.  The Agreement may specify that
      the Executive’s salary will be reduced by the amount of the Deferred
      Compensation on a ratable basis throughout the Plan Year or that the
      Executive’s salary will be reduced by a specified amount or amounts in a
      specified month or months of the PlanYear.


Option
      2.


A. -
            The
      Executive may elect to defer the difference between (i) the lesser of (a)
      the dollar limitation then in effect pursuant to Section 402(g)(1)(B) of
      the Internal Revenue Code and (b) six percent (6%) of his compensation, as
      defined in the principal tax-qualified defined contribution savings plan
      of Pepco Holdings or one of its subsidiaries in which the Executive
      participates (the “Applicable Savings Plan”), and (ii) the amount of
      pre-tax contributions he is permitted to make under the Applicable Savings
      Plan.  Under this Option 2A., the Executive’s salary will be
      reduced by the amount of Deferred Compensation at the same time and in the
      same amounts as if such
reduction





was governed by the election then in effect for the Executive under the
Applicable Savings Plan.




B.
      -
            Under
      this Option 2B., the Executive may also elect to defer up to the
      difference between (i) six percent (6%) of his compensation and (ii) the
      dollar limitation then in effect pursuant to Section 402(g)(1)(B) of the
      Internal Revenue Code.  For the 2005 Plan Year, any election
      made by a Participant which involves Option 2 will be construed and
      applied by reference to these two subelection
  formats.




Option 3 -The Executive may
elect to defer such other compensation which would otherwise be paid to the
Executive during the Plan Year provided such compensation has been approved by
the Board of Directors in its sole discretion as eligible to be deferred under
the Plan.




Option 4 -Subject to the
prior approval of the Board of Directors, which approval may be granted or
withheld in the sole discretion of the Board of the Directors, the Executive may
elect to have the Executive’s Account under this Plan credited with a deferred
compensation entitlement attributable to any other nonqualified deferred
compensation program maintained by the Company, provided that such transfer will
be accompanied by a corresponding elimination of the Company’s obligation under
such other deferred compensation arrangement and provided further that no such
transfer will be permitted with respect to any deferred compensation entitlement
which would otherwise become payable to the Executive under the terms of such
other nonqualified deferred compensation program within the same calendar year
as the year of the proposed





transfer.  Each
Executive who elects Deferred Compensation with respect to a Plan Year shall
specify in his Agreement for such Plan Year the Option or Options which shall
apply for such Plan Year.




B.           The
Company will credit the Deferred Compensation to the Account of each
participating Executive as of the day such amount would have been paid to the
Executive if the Executive’s Agreement had not been in effect.  The
Executive may elect to have the Company credit, on a monthly basis all Deferred
Compensation into the Executive’s Account with an amount in the nature of
interest at either (i) the prime rate quoted by the Chase Manhattan Bank, N.A.
(the “Prime Rate”), as of the last day of the month; (ii) a rate equal to the
rate of return with respect to any one or a combination of the investment funds
selected by the Human Resources Committee (an “Investment Fund Rate”), or (iii)
a combination of the Prime Rate and an Investment Fund Rate.  The
Prime Rate or the appropriate Investment Fund Rate(s) shall be credited to the
Executive’s Account as of the last day of each calendar month based on the daily
balances in the Account which are to be adjusted with respect to the Prime Rate
or each designated Investment Fund, as the case may be.  The crediting
of such interest on a monthly basis shall continue until such balance in the
Executive’s Account has been reduced to zero by reason of benefit payments under
the Plan.




The
Executive may also elect to have the investment return applicable to all or part
of any Deferred Compensation credited to the Executive’s Account determined by
reference to phantom shares of Pepco Holdings Common Stock (“Common
Stock”).  In order to initially determine the number of shares of
Common Stock which will serve as the basis for adjusting the value of an
Executive’s account, the full amount of Deferred Compensation to be credited
with an investment return based upon phantom shares shall be divided by the
average of the high and





low sales
prices of the Common Stock on the New York Stock Exchange, Inc. on the second
business day prior to the date upon which the Executive’s Account is to be
credited with such Deferred Compensation.  The resulting number will
represent the number of phantom shares to be credited to such Executive’s
Account. For purposes of determining the value of the Executive’s Account which
is attributable to phantom shares, each phantom share shall be deemed to have a
value of one share of Common Stock and any time a dividend payment is made with
respect to a share of Common Stock, an equivalent amount shall be added to the
account of the Executive with respect to each phantom share then credited to the
Account.  All such dividend equivalent amounts added to the
Executive’s Account shall be expressed in the form of phantom shares or
fractions thereof.




C.           If
the Executive elects Option 2A., the Company shall credit the Executive’s
Account with a Matching Company Credit equal in value to the percentage of
Deferred Compensation elected by the Executive under Option 2A. which would have
been matched by the Company if the Executive had contributed such Deferred
Compensation to the Applicable Savings Plan.  The Matching Company
Credit shall be made to the Executive’s Account at the same time as the
corresponding Deferred Compensation is credited to the Executive’s Account
pursuant to Option 2A. provided that the aggregate match credited to the
Executive’s Account due to Deferred Compensation elected by the Executive under
Option 2A. plus the match credited to the Executive under the Applicable Savings
Plan shall not exceed the dollar limitation then in effect pursuant to Section
402(g)(1)(B) of the Internal Revenue Code.




In addition, if the Executive elects
Option 2B., the Company shall credit the Executive’s Account with a Matching
Company Credit equal in value to the percentage of





Deferred
Compensation elected by the Executive under Option 2B., based upon the matching
rate then being applied in the Applicable Savings Plan.




D.           The
Company shall furnish each participating Executive with an annual report showing
the balance in the Executive’s Account as of June 30 of each
year.  Effective as of December 31, 2005, the annual report will be
prepared as of the December 31st of each
calendar year.




4.02           The
deferral of Normal Compensation for a Director shall be made in accordance with
the following provisions:




A.           Each
Plan Year or until the Director provides written notification of cancellation of
a previous election, each Director may elect to defer an amount of retainer/fees
constituting such Director’s Normal Compensation.  The Agreement may
specify that the Director’s retainer/fees will be reduced by the elected amount
of the Deferred Compensation on a ratable basis throughout the Plan Year or that
the Director’s retainer/fees will be reduced by a specified amount or amounts in
a specified month or months of the Plan Year.  In addition, subject to
the prior approval of the Board of Directors. which approval may be granted or
withheld in the sole discretion of the Board of Directors, a Director may elect
to have the Director’s Account under this Plan credited with a deferred
compensation entitlement attributable to any other nonqualified deferred
compensation program maintained by the Company, provided that such transfer will
be accompanied by a corresponding elimination of the Company’s obligation under
such other deferred compensation arrangement and provided further that no such
transfer will be permitted with respect to an deferred compensation entitlement
which would otherwise become payable to the Director under the terms of such
other





nonqualified
deferred compensation program within the same calendar year as the year of the
proposed transfer.




B.           The
Company will credit the Deferred Compensation to the Account of each
participating Director as of the day such amount would have been paid to the
Director if the Director’s Agreement had not been in effect.  All
retainer fees and other Director fees which would have been paid to the Director
in the form of shares of Company Stock had no deferral election been made will
be credited to the Director’s Account in the form of phantom stock. In addition,
a Director may elect to have any Deferred Compensation which would otherwise
have been paid to the Director in the form of cash had no deferral election been
made also expressed in the form of phantom stock by so advising the Human
Resources Committee as part of the Director’s Agreement.  The full
amount of Deferred Compensation to be credited in the form of phantom shares
shall be divided by the average of the high and low sale prices of the Common
Stock on the New York Stock Exchange. Inc. on the second business day prior to
the date upon which the Director’s Account is to be credited with such Deferred
Compensation.  The resulting number will represent the number of
phantom shares to be credited to such Director’s Account.  For
purposes of determining the value of the Director’s Account which is
attributable to phantom shares, each phantom share shall be deemed to have a
value of one share of Common Stock and any time a dividend payment is made with
respect to a share of Common Stock, an equivalent amount shall be added to the
account of the Director with respect to each phantom share then credited to the
Account.  All such dividend equivalent amounts added to the Director’s
Account shall be expressed in the form of phantom shares or fractions
thereof.




With
respect to any Deferred Compensation credited to the Account of a Director which
is not credited in the form of phantom shares, the Company will, in addition,
credit the





Director’s
Account on a monthly basis with an amount in the nature of interest at a rate
equal to the rate of return with respect to any one or a combination of the
investment funds selected by the Human Resources Committee (an investment Fund
Rate”).  The appropriate rate or rates of interest shall be credited
to the Director’s Account as of the last day of each calendar month based on the
daily balances in the Account attributable to each designated investment fund,
and the crediting of such interest on a monthly basis shall continue until such
balance in the Director’s Account has been reduced to zero by reason of benefit
payments under the Plan.




C.           The
Company shall furnish each participating Director with an annual report showing
the balance in the Director’s Account as of June 30 of each
year.  Effective as of December 31, 2005, the annual report will be
prepared as of the December 31st of each
calendar year.




D.           The
Company may establish and may amend, from time to time, a procedure pursuant to
which a Director may prospectively modify the manner in which his Account is
credited with an investment return, as between the alternatives of phantom
shares and such other investments as may be provided for by the Plan from time
to time.




V.
            PAYMENT
      OF BENEFITS




5.01           Except
as otherwise provided in this Article V. the payment of benefits to a
participating Executive shall commence as of the date specified by the Executive
in the Executive’s Agreement under one of the following options: (i) on the date
of commencement of benefits under the Applicable Defined Benefit Pension Plan in
which the Executive participates; (ii) on January 31 of the calendar year
following the year of the Executive’s Retirement: (iii)on the first day of the
month following the Executive’s Separation from Service; (iv) on January 31 of
calendar year following Separation from Service; (v) on January 31 of the
calendar year







following
the later of the year of the Executive’s Separation from Service or attainment
of an age specified in the Agreement; or (vi) on January 31 of the calendar year
specified in the Agreement, which may not be earlier than the second calendar
year following the calendar year which includes the first day of the Plan Year
for which the Agreement is made.  Except as otherwise provided in this
Article V, the payment of benefits to a participating Director shall commence as
of the date specified by the Director in the Director’s Agreement under one of
the following options: (i) on the first day of the month following the
Director’s Separation from Service; (ii) on January’ 31 of the calendar year
following the year of the Director’s Separation from Service; (iii) on January
31 of the calendar year following the later of the year of the Director’s
Separation from Service or attainment of an age specified in the Agreement; or
(iv) on January 31 of the calendar year specified in the Agreement, which may
not be earlier than the second calendar year following the calendar year which
includes the first day of the Plan Year for which the Agreement is
made.  Notwithstanding the above, if an individual who then qualifies
as a “specified employee”, as defined in Section 409A(a)(2)(B)(i) of the
Internal Revenue Code, incurs a Separation from Service for any reason other
than death and becomes entitled to a distribution from this Plan, as a result of
such Separation from Service, no distribution otherwise payable to such
specified employee during the first six (6) months after the date of such
Separation from Service, shall be paid to such specified employee until the date
which is one day after the date which is six (6) months after the date of such
Separation from Service (or, if earlier, the date of death of the specified
employee).  No amount of a participating Executive’s benefits which
are subject to the provisions of Section 409A of the Internal Revenue Code shall
be payable in accordance with Option (1) above which refers to the date of
commencement of benefits under the Applicable Defined Benefit Pension
Plan.  Instead, such





amounts
subject to the provisions of Section 409A of the Internal Revenue Code shall
instead be paid pursuant to such other Option as may have been elected by the
participating Executive and, in the absence of the election of another such
Option, shall be paid as of the first day of the month following the Executive’s
Separation from Service.




5.02           As
specified in the Executive’s or the Director’s Agreement, as the case may be,
benefits shall be paid (i) in a lump sum amount equal to the Executive’s or the
Director’s Account balance as of the benefit commencement date, or (ii) in a
series of approximately equal monthly or annual installments, as computed by the
Company, over a period of between two (2) and fifteen (15)years with the final
payment equaling the then remaining balance in the Executive’s or the Director’s
Account.  If annual installments are elected by the Executive or the
Director, such annual installments shall be payable on the benefit commencement
date and each succeeding January 31 during the payment period. Notwithstanding a
specification of installment payments in an Executive’s or Director’s Agreement,
as the case may be, if the balance in the Executive’s or the Director’s Account
as of the benefit commencement date is less than one thousand dollars
($1,000.00), the Company shall instead make a lump sum payment of that amount on
that date.  The time for payment of benefits to an Executive or a
Director may be modified by the Executive or Director by the filing of a written
election prior to the beginning of the calendar year in which benefits would
otherwise become payable under the existing
Agreement.  Notwithstanding the above, any delay in the time and any
change in the form of a distribution from this Plan of an amount which is
subject to Section 409A (i) may not take effect until at least 12 months after
the date the election is made, (ii) must involve a further deferral of not less
than five (5) years from the date such payment would otherwise be made (except
for a payment made due to the death, disability or Unforeseen Financial
Emergency of the electing







Executive
or Director, as the case may be, and (iii) must be made, in the case of payments
otherwise scheduled to be made at a specified time or pursuant to a fixed
schedule, at least 12 months prior to the date such payments were originally
scheduled to be made.




5.03           An
Executive may apply to the Human Resources Committee for early distribution of
all or any part of his Account which is not subject to Section
409A.  Any such early distribution shall be made in a single lump sum,
provided that ten percent (10%) of the amount withdrawn in such early
distribution shall be forfeited prior to payment of the remainder to the
Executive.  An Executive may not elect an early distribution hereunder
if he has received an early distribution or a distribution under Section 5.05
within the previous twelve (12) months. In the event an Executive’s early
distribution is submitted within sixty (60) days after a Change in Control (as
may be defined in an agreement between the Executive and the Company or in a
plan in which the Executive participates) or an elimination of an investment
alternative under the Plan that the Human Resources Committee determines is a
substantial detriment to the Executive, the forfeiture penalty shall be reduced
to five percent (5%).




5.04           In
the event that a participating Executive or a participating Director dies before
the benefit commencement date, the Company shall make benefit payments to the
Executive’s or the Director’s Beneficiary or Beneficiaries in an aggregate
amount equal to twice the balance credited to the Account of the participating
Executive or participating Director, as the case may be, immediately prior to
such individual’s death.  An amount equal to Account balance will be
paid on the first of the month following the Executive’s or the Director’s death
and the remaining amount of the death benefit will commence as of January 31 of
the calendar year following the Executive’s or the Director’s death in
accordance with the method of payment under Section 5.02 specified in the
Executive’s or the Director’s Agreement.  In the event that a
participating







Executive
or a participating Director dies after the benefit commencement date, any
remaining benefit payments shall be paid to the Executive’s or the Director’s
Beneficiary or Beneficiaries.  In the event that no Beneficiary
survives the Executive or the Director, an amount equal to the remaining balance
in the Executive’s or Director’s Account (or two times the Account balance if
death occurs prior to the benefit commencement date) shall be paid to the estate
of the Executive or the Director, as the case may be, in a lump sum within
thirty (30) days following the date on which the Company is notified of the
Beneficiary’s death.




5.05           Notwithstanding
the foregoing, the Company may at any time make a lump sum payment to an
Executive or Director (or surviving Beneficiary) equal to part or all of the
balance in the Executive’s or Director’s Account, as the case may be, upon a
showing of a financial emergency caused by circumstances beyond the control of
the Executive or Director (or surviving Beneficiary) which would result in
serious financial hardship if such payment were not made.  The
determination whether such emergency exists shall be made in the sole discretion
of the Board of Directors of the Company, the amount of the payment shall be
limited to the amount necessary to meet the financial emergency, and any
remaining balance in the Executive’s or Director’s Account shall be paid at the
time and in the manner otherwise set forth in the Executive’s or Director’s
Agreement, as the case may be.




5.06           In
the event that a participating Executive or Director ceases to be an employee or
Director of the Company and becomes a proprietor, officer, partner, employee, or
otherwise becomes affiliated with any business or entity that is in competition
with the Company, or becomes employed by any governmental agency’ having
jurisdiction over the affairs of the Company, the Company reserves the right in
the sole discretion of its Board of Directors to make an immediate lump sum
payment to the Executive or the Director in an amount equal to the







balance
in the Executive’s or the Director’s Account at that time, to the extent that
such payment is permitted under Section 409A of the Code.




5.07           If
an Executive or a Director has entered into two (2) or more Agreements with
respect to different Plan Years which specify different benefit commencement
dates under Section 5.01 or different methods of payment under Section 5.02, the
Company will separately account for the Deferred Compensation attributable to
each such Agreement and distribute the amounts covered by each Agreement in
accordance with the terms thereof.




VI.
            RIGHTS OF
      PARTICIPATING OFFICERS AND
BENEFICIARIES




6.01           Nothing
contained in this Plan or any Agreement and no action taken hereunder shall
create or be construed to create a trust of any kind, or a fiduciary
relationship between the Company and any Executive, any Director, any
Beneficiary or any other person; provided the Company has established a grantor
trust (Trust No. 3 originally executed on November 28, 2001) to hold assets to
secure the Company’s obligations to participants under the Plan if the
establishment of such a trust does not result in the Plan being “funded” for
purposes of the Internal Revenue Code.  Except to the extent provided
through a grantor trust established under the provisions of the preceding
sentence, any compensation deferred under the Plan shall continue for all
purposes to be a part of the general funds of the Company and to the extent that
any person acquires a right to receive payments from the Company under this
Plan, such right shall be no greater than the right of any unsecured general
creditor of the Company.




6.02           The
right of any Executive, Director, Beneficiary, or other person to receive
benefits under the Plan may not be assigned, transferred, pledged or encumbered
except by will or the laws of descent and distribution, nor shall it be subject
to attachment or other legal process of whatever nature.










6.03           If
the Company finds that an person to whom any payment is payable under the Plan
is unable to care for his or her affairs because of illness or accident, or is a
minor, any payment due (unless a prior claim therefor shall have been made by a
duly appointed guardian, committee or other legal representative) may be paid to
the spouse, a parent, or a brother or sister, or to any person deemed by the
Company to have incurred expense for the person who is otherwise entitled to
payment.




VII.
            MISCELLANEOUS




7.01           This
Plan may be amended, suspended or terminated at any time by the Company
provided, however, that no amendment, suspension or termination shall have the
effect of impairing the rights of (i) participating Executives or their
Beneficiaries or (ii) participating Directors or their Beneficiaries with
respect to amounts credited to their Accounts before the date of the amendments,
suspension or termination.




7.02           To
the extent required by law, the Company’ shall withhold federal or state income
or payroll taxes from benefit payments hereunder and shall furnish the recipient
and the applicable governmental agency or agencies with such reports,
statements, or information as may be legally required in connection with such
benefit payments.




7.03           This
Plan and all Agreements hereunder shall be construed in accordance with and
governed by the laws of the District of Columbia.




IN WITNESS WHEREOF,the
Company has caused this version of the Plan to be signed on October 31, 2008
which version reflects all modifications made to the Plan through such date of
execution.






ATTEST
            
            
            Pepco
      Holdings, Inc.By:
            /s/
      ELLEN S. ROGERS
            
            /s/
      D. R. WRAASESecretary
            
            Chief
      Executive Officer





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