POTOMAC ELECTRIC POWER COMPANY
REVISED AND RESTATED
EXECUTIVE AND DIRECTOR DEFERRED COMPENSATION PLAN
Potomac Electric Power Company (the "Company") established the Potomac Electric Power Company
Executive Deferred Compensation Plan, effective November 18, 1982, to enable certain executives to
supplement their retirement income by deferring the receipt of compensation for services performed while this
Plan is in effect. The Potomac Electric Power Company Executive Deferred Compensation Plan was amended
by action of the Board of Directors on February 17, 1983, June 21, 1984, December 16, 1985, July 27, 1989,
October 25, 1990, December 16, 1991, October 22, 1992, and January 27, 1994, and is restated herein and is
now known as the Potomac Electric Power Company Revised and Restated Executive and Director Deferred
Compensation Plan (the "Plan").
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.
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