PEPCO HOLDINGS, INC. (a Delaware corporation) 2.70% Notes due October 1, 2015 PURCHASE AGREEMENTPurchase Agreement • September 30th, 2010 • Pepco Holdings Inc • Electric & other services combined • New York
SCHEDULES Schedule A - List of Underwriters Sch A-1 Schedule B - Issuer Free Writing Prospectuses Sch B-1 Schedule C - Term Sheet Sch C-1 Schedule D - List of Designated Subsidiaries Sch D-1 EXHIBITS Exhibit A - Form of Opinion of Kirk J. Emge, Esq. A-1 Exhibit A - Form of Opinion of Covington & Burling LLP B-1
ContractPepco Holdings Inc • September 30th, 2010 • Electric & other services combined
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF, AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY THAT IS SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
