Shareholder Services

NOTICE REGARDING SUSPENSION OF THE PEPCO HOLDINGS, INC. DIRECT STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN IN CONTEMPLATION OF THE EXELON MERGER

In light of the pending merger with Exelon Corporation, effective July 1, 2015, Pepco Holdings, Inc. (PHI) will suspend reinvestment of cash dividends and optional cash investments under the Direct Stock Purchase and Dividend Reinvestment Plan (DRP). During the suspension period, existing stockholders will not be permitted to have cash distributions automatically reinvested in additional shares of PHI common stock, nor will existing stockholders or new investors be permitted to purchase shares of PHI common stock through optional cash investments under the DRP. The suspension period will be in effect until either (i) the closing of the proposed merger between PHI and Exelon, at which time the DRP will be terminated, or (ii) reinstatement of the DRP if the merger does not occur. Notice will be provided to plan participants of such reinstatement. Upon reinstatement, it is expected that the DRP would function and be administered in substantially the same manner as prior to the suspension. In the event the DRP is terminated in connection with the merger, all shares credited to a plan participant's account will be converted into the right to receive an amount in cash equal to $27.25 per share, without interest. If you do not hold any certificated shares of PHI common stock, promptly following the closing of the merger you will receive a check for all of your shares of PHI common stock (including shares credited to your DRP account). However, if you hold any certificated shares of PHI common stock you will receive instructions from the paying agent as to how to receive a check for those shares. If you have any questions or concerns please contact American Stock Transfer and Trust Company at 1-866-254-6502.

The records for the common and preferred stock of the company are maintained by American Stock Transfer & Trust Company. American Stock Transfer & Trust Company also maintains the records for the company's Shareholder Dividend Reinvestment Plan and serves as transfer agent for participants in the plan. For information on these and all other shareholder matters, please write or call:

ADDRESS

American Stock Transfer & Trust Company
Operations Center
6201 - 15th Avenue
Brooklyn, NY 11219

TELEPHONE

Toll Free 1-866-254-6502

EMAIL

pepco@amstock.com

In addition, contact American Stock Transfer & Trust Company to receive the following material:

  • Enrollment form for the Shareholder Dividend Reinvestment Plan
  • Enrollment form for the automatic deposit of dividends