ex10-28.htm


    PEPCO HOLDINGS,
INC.

    COMBINED EXECUTIVE
RETIREMENT PLAN

     

    The Pepco
Holdings, Inc. Combined Executive Retirement Plan is intended to serve as an
amended and restated nonqualified executive retirement plan which represents in
one plan document, a combination and merger of three previously separate
nonqualified executive retirement plans, specifically, the Pepco Holdings, Inc.
Supplemental Executive Retirement Plan, the Pepco Holdings, Inc. Supplemental
Benefit Plan and the Pepco Holdings, Inc. Executive Performance Supplemental
Retirement Plan (hereinafter sometimes collectively referred to as the “Prior
Plans”).

     

    The
separate benefit structure previously created under the former Pepco Holdings,
Inc. Supplemental Executive Retirement Plan is referred to herein as the
“Supplemental Executive Retirement Benefit Structure.”  The separate
benefit structure previously created under the former Pepco Holdings, Inc.
Supplemental Benefit Plan is referred to herein as the “Supplemental Benefit
Structure.”  The separate benefit structure previously created under
the former Pepco Holdings, Inc. Executive Performance Supplemental Retirement
Plan is referred to herein as the “Executive Performance Supplemental Retirement
Benefit Structure.”

     

    The
creation of this Plan as a mechanism to merge and centralize the administration
of the Prior Plans and the benefit structures thereunder is not intended to
constitute a material modification (as utilized in the context of Section 409A
of the Internal Revenue Code of 1984, as amended) to any of the Prior Plans and
this Plan shall be interpreted and administered in a manner which is consistent
with such intent.

     

    I.           Definitions

     

    1.1           Applicable Executive
Incentive Compensation Plan 3⁄4 The principal annual
incentive compensation plan in which the Participant participates.

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    1.2           Applicable Form of Benefit
3⁄4 The type of
life annuity which will be provided to a Participant receiving benefits under
this Plan.  In the case of a Participant who is not married on the
date benefits under this Plan commence, the Plan benefit shall be paid in the
form of a single life annuity in which payments will be made to the Participant
throughout the Participant’s lifetime and will terminate upon the Participant’s
death.  In the case of a Participant who is married on the date
benefits under this Plan commence, the Plan benefit shall be paid in an
actuarially equivalent amount but in the form of a joint and survivor annuity in
which payments will be made to the Participant throughout the Participant’s
lifetime.  Upon the Participant’s death, should the Participant be
survived by the spouse to whom the Participant was married on the date benefits
under this Plan commenced, such surviving spouse shall be entitled to receive a
reduced benefit throughout the surviving spouse’s lifetime equivalent to 50% of
the benefit amount payable to the Participant during the Participant’s
lifetime.  No alternative benefit options are provided under this
Plan.

     

    1.3           Applicable Defined Benefit
Pension Plan 3⁄4
The principal defined benefit pension plan of Pepco Holdings or one of its
subsidiaries in which the Participant participates.  In the case of
Participants who participate in the General Retirement Plan, such term shall
also include participation in the Exempt Surviving Spouse Welfare
Plan.

     

    1.4           Committee 3⁄4 The Compensation/Human
Resources Committee of the Board of Directors of the Company.

     

    1.5           Company 3⁄4 Pepco Holdings, Inc. or
its successor.

     

    1.6           Eligible Executive
3⁄4 An executive who is
described in Section 2.1 of this Plan.

     

    1.7           Exempt Surviving Spouse
Welfare Plan 3⁄4
The welfare plan by the same name which was sponsored by Pepco prior to the
Merger.

     

    
 

    
      
        
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    1.8           General Retirement
Plan 3⁄4 The
defined benefit pension plan by the same name which was sponsored by Pepco prior
to the Merger.

     

    1.9           Participant 3⁄4 In the case of the
Supplemental Executive Retirement Benefit Structure and the Executive
Performance Supplemental Retirement Benefit Structure, an Eligible Executive who
has satisfied the conditions described in Section 2.1 and to whom the provisions
of Section 2.2 are not applicable.  In the case of the Supplemental
Benefit Structure, an employee who has been so designated as described in
Section 2.1. 

     

    1.10           Participation
Agreement 3⁄4 The
separate agreement with a designated Participant which sets forth the
constructive years of Benefit Service which will be credited to the Participant
for purposes of determining benefits under the Supplemental Executive Retirement
Benefit Structure.

     

    1.11           Plan 3⁄4 The Pepco Holdings, Inc.
Combined Executive Retirement Plan.

     

    Any term
which is not defined in this section or any other section of the Plan will have
the same meaning as that term has under the Applicable Defined Benefit Pension
Plan.

     

    
      	
               II.

            	
              

                Eligibility and
      Participation

              

            	
               

            


    

     

    2.1           Any
employee of any Pepco Holdings subsidiary as designated by the Chief Executive
Officer of the Company (the Chief Executive Officer to be designated by the
Board) shall be eligible to participate in this Plan; however, no employee shall
be eligible to participate in the Executive Performance Supplemental Retirement
Benefit Structure of this Plan if the compensation used to determine benefits
for such employee under the Applicable Defined Benefit Pension Plan in which the
employee participates includes remuneration in excess of such employee’s basic
rate of compensation.

     

    
 

    
      
        
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    2.2           An
employee shall cease to be a Participant in this Plan and shall not be entitled
to any benefits under the Executive Performance Supplemental Retirement Benefit
Structure or the Supplemental Executive Retirement Benefit Structure if the
employment of such employee is terminated for any reason, other than death,
before the later of (i) the date the employee attains age 59, or (ii) the date
the employee first attains either his Early Retirement Date or his Normal
Retirement Date under the Applicable Defined Benefit
Pension Plan.

     

    2.3           In
order to receive benefits under the Executive Performance Supplemental
Retirement Benefit Structure of the Plan, a Participant (i) must not have
incurred a forfeiture of benefits under Section 2.2 and (ii) must have been an
Eligible Executive within the twelve (12) months immediately preceding his
actual retirement under the Applicable Defined Benefit Pension Plan, and either
(a) have held such position for at least a five year period, or (b) have
attained age 65.

     

    
      	
              

                III.

              

            	
              

                Retirement
      Benefits

              

            	
               

            


    

     

    3.1(a)                      Supplemental Executive
Retirement Benefit Structure.  This Section 3.1(a) defines the
amount of retirement income which will be paid to a Participant (who terminated
employment on or after attaining age 59 for any reason other than death) under
the Supplemental Retirement Benefit Structure to supplement other pension
benefits.  The amount of retirement benefits payable from this Plan
under the Supplemental Retirement Benefit Structure in the Applicable Form of
Benefit shall be the difference, if any, between (i) the amount of the benefits
to which such Participant would be entitled under the provisions of the
Applicable Defined Benefit Pension Plan, the provisions of the Executive
Performance Supplemental Benefit Structure and the provisions of the
Supplemental Benefit Structure (expressed in the Applicable Form of Benefit) had
the number of such Participant’s years of service used to calculate
the


    
      
        
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    benefits
under such Plan and such Benefit Structures been increased by the additional
years of constructive service set forth in such Participant’s Participation
Agreement, and (ii) the amount of benefits, if any, to which such Participant is
otherwise entitled under the Applicable Defined Benefit Pension Plan, the
Executive Performance Supplemental Benefit Structure and the Supplemental
Benefit Structure.  Notwithstanding the above, in no event will a
Participant be granted constructive years of  service hereunder which
would cause the combination of his actual years of service credited under the
Applicable Defined Benefit Pension Plan and his constructive years
of  service granted hereunder to exceed the lesser of (i) forty (40),
or (ii) the number by which the Participant’s then current age exceeds
twenty-five (25).  To the extent that a cost of living adjustment is
made to the benefits payable under the Applicable Defined Benefit Pension Plan,
a comparable and proportionate adjustment will be made to the benefits payable
hereunder.

     

    3.1(b)                      Executive
Performance
Supplemental Retirement Benefit Structure.  This Section 3.1(b)
defines the amount of retirement income which will be paid to a Participant
under the Executive Performance Supplemental Retirement Benefit Structure of
this Plan to supplement other pension benefits.  The amount of
retirement benefits payable under the Performance Supplemental Retirement
Benefit Structure of this Plan in the Applicable Form of Benefit shall be the
difference, if any, between (i) the aggregate amount of the benefits to which
such Participant would be entitled under the provisions of the Applicable
Defined Benefit Pension Plan, the provisions of the Supplemental Executive
Retirement Benefit Structure and the provisions of the Supplemental Benefit
Structure (expressed in the Applicable Form of Benefit) (a) had the amount of
compensation used under the Applicable Defined Benefit Pension Plan to calculate
benefits (expressed on an annual basis) been increased by the average of the
three highest Awards made to such Participant (or such number of Awards actually
made to such


    
      
        
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    Participant
if less than three) under the Applicable Executive Incentive Compensation Plan
(without regard to any deferral of receipt of an Award elected by such
Participant) within the five consecutive years immediately preceding the
Participant’s retirement under the Applicable Defined Benefit Pension Plan, and
(b)(1) had the amount of the benefits under such Plan and such Benefit
Structures not been otherwise reduced due to the limitations imposed by Section
415 of the Internal Revenue Code, (2) had any dollar limitation under the
Internal Revenue Code on the amount of compensation that may be considered in
determining benefits under such Plan and such Benefit Structures not been
imposed, and (3) had the deferred compensation earned by such Participant which
was excluded from the Participant’s compensation base used in determining
retirement benefits under such Plan and such Benefit Structures been included in
such compensation base, and (ii) the amount of benefits, if any, to which such
Participant is otherwise entitled under the Applicable Defined Benefit Pension
Plan, the Supplemental Executive Retirement Benefit Structure and the
Supplemental Benefit Structure.  To the extent that a cost of living
adjustment is made to benefits payable under the Applicable Defined Benefit
Pension Plan, a comparable and proportional adjustment will be made to the
benefits payable herein.

     

    3.1(c)                      Supplemental Benefit
Structure.  This Section 3.1(c) defines the amount of
retirement income which will be paid to a Participant under the Supplemental
Benefit Structure to supplement other pension benefits.  The amount of
retirement benefits payable under the Supplemental Benefit Structure of this
Plan in the Applicable Form of Benefit shall be the difference, if any, between
(i) the amount of the benefits to which such Participant would be entitled under
the provisions of the Applicable Defined Benefit Pension Plan and the Conectiv
Supplemental Executive Retirement Plan, if applicable (expressed in the
Applicable Form of

     

    
 

    
      
        
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    Benefit)
(1) had the amount of the benefits under such plan not been otherwise reduced
due to the limitations imposed by Section 415 of the Internal Revenue Code, (2)
had any dollar limitation under the Internal Revenue Code on the amount of
compensation that may be considered in determining benefits under such plan not
been imposed, and (3) had the deferred compensation earned by such Participant
which was excluded from the Participant’s compensation base used in determining
retirement benefits under such plan been included in such compensation base, and
(ii) the amount of benefits, if any, to which such Participant is otherwise
entitled under the Applicable Defined Benefit Pension Plan.  To the
extent that a cost of living adjustment is made to the benefits payable under
the Applicable Defined Benefit Pension Plan, a comparable and proportionate
adjustment will be made to the benefits payable hereunder.

     

    A
Participant’s rights to a benefit under the Supplemental Benefit Structure shall
vest when the Participant otherwise would be vested under the terms and
conditions of the Applicable Defined Benefit Pension Plan.

     

    A
Participant whose employment with the Company is terminated prior to the
attainment of a vested retirement benefit under the Applicable Defined Benefit
Pension Plan shall not be entitled to receive a benefit from the Supplemental
Benefit Structure of this Plan.

     

    For
bookkeeping purposes only, the Company will establish and maintain a
Supplemental Benefit Account for each Participant which reflects the
Participant’s currently accrued benefit under the Supplemental Benefit
Structure, expressed in the form of straight life annuity.

     

    The
Company shall furnish each Participant with an annual statement, as of December
31 of each year, showing the benefit under the Supplemental Benefit Structure
which the Participant is eligible to receive.

     

    
 

    
      
        
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    3.2           “The
monthly benefit provided to a Participant under Section 3.1(a),
Section 3.1(b) and Section 3.1(c) shall commence as of the first day of the
month following the Participant’s separation from service, as defined in Section
409A of the Internal Revenue Code, subject to the provisions of the second
paragraph of this Section 3.2.

     

    Notwithstanding
the above, if an individual who then qualifies as a “specified employee,” as
defined in Section 409A(a)(2A)(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 (including a distribution payable pursuant to
Section 3.7 as a result of such separation from service) then, to the extent
required by Section 409A(a)(2)(B), 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).”

     

    3.3           Death Benefits 3⁄4 This Section 3.3 defines
the amount of death benefits, if any, which will be paid to the surviving spouse
of a Participant who dies while employed by the Company.

     

    (a)           In
order to receive death benefits under the Supplemental Executive Retirement
Benefit Structure and the Executive Performance Supplemental Retirement Benefit
Structure, a surviving spouse must have been legally married to the Participant
for at least one (1) year prior to the Participant’s death and the sum of the
Participant’s actual years of service used to calculate the benefits under the
Applicable Defined Benefit Pension Plan and constructive years of service
granted under the Supplemental Executive Retirement Benefit Structure must equal
at least ten (10) years.

     

    
 

    
      
        
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    (b)           The
amount of death benefits payable under the Supplemental Executive Retirement
Benefit Structure of this Plan shall be the difference, if any, between (i) (a)
the amount of the death benefits to which such surviving spouse would have been
entitled under the provisions of the Applicable Defined Benefit Pension Plan,
the provisions of the Executive Performance Supplemental Retirement Benefit
Structure and the Supplemental Benefit Structure (expressed as a single life
annuity) had the number of years of service used to calculate the benefits under
the Applicable Defined Benefit Pension Plan been increased by the additional
constructive years of service set forth in such Participant’s Participation
Agreement, and (b) the amount of the benefits to which such surviving spouse
would otherwise be entitled under such plans.

     

    (c)           The
amount of death benefits payable under the Executive Performance Supplemental
Retirement Benefit Structure shall be the difference, if any, between (i) the
amount for the death benefits to which such surviving spouse would have been
entitled under the provisions of the Applicable Defined Benefit Pension Plan,
the Supplemental Executive Retirement Benefit Structure and the Supplemental
Benefit Structure (expressed as a single life annuity) (a) had the amount of the
Participant’s compensation used under the Applicable Defined Benefit Pension
Plan to calculate benefits (expressed on an annual basis) under such Plan and
such Benefit Structures been increased by the average of the three highest
Awards made to such Participant (or such number of Awards actually made to such
Participant if less than three) under the Executive Incentive Compensation Plan
(without regard to any deferral of receipt of an Award elected by such
Participant) within the five consecutive years immediately preceding the
Participant’s retirement under the Applicable Defined Benefit Pension Plan or
death, as the case may be and (b)(1) had the amount of the benefits under such
Plan and such Benefit Structures

     

    
 

    
      
        
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    not been
otherwise reduced due to the limitations imposed by Section 415 of the Internal
Revenue Code, (2) had any dollar limitation under the Internal Revenue Code on
the amount of compensation that may be considered in determining benefits under
such Plan and such Benefit Structures not been imposed, and (3) had the deferred
compensation earned by the Participant which was excluded from the Participant’s
compensation base used in determining retirement benefits under such Plan and
such Benefit Structures been included in such compensation base, and (ii) the
amount of the benefits, if any, to which the surviving spouse would otherwise be
entitled under the Applicable Defined Benefit Pension Plan, the Supplemental
Executive Retirement Benefit Structure and the Supplemental Benefit
Structure.

     

    (d)           Death
benefits payable under the Supplemental Benefit Structure will be payable to the
surviving spouse, in accordance with Section 1.2, commencing as of the first day
of the month following the month in which the Participant dies.

     

    3.4           The
monthly death benefit provided to a surviving spouse under Sections 3.3(b) and
(c) shall commence as of the first day of the month following the month in which
the Participant dies.”

     

    3.5           Loss of
Benefits

     

    (a)           Notwithstanding
any other section of this Plan, if a Participant is discharged by the Company
because of misfeasance, malfeasance, dishonesty, fraud, misappropriation of
funds, or commission of a felony, or if the Committee determines that the
Participant has made a material misrepresentation regarding the amount or nature
of any pension, retirement or deferred compensation benefits resulting from
Participant’s prior employment, such Participant’s rights to any benefit under
this Plan shall be forfeited.

     

    
 

    
      
        
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    (b)           If
during his employment with the Company or after the Participant has ceased to be
employed by the Company, and after providing him an opportunity to be heard,
following 30 days written notice, sent by registered mail, return receipt
requested, the Committee finds that such Participant has used or is using trade
secrets or other confidential, secret or proprietary information gained while in
the employ of the Company in a manner which is, or is likely to be detrimental
to the best interests of the Company, the Committee shall notify such
Participant of such findings and stop all current and future distributions of
his interest hereunder. If within one year of the date or such notice, it is
determined by the Committee upon proof submitted by such Participant that he has
ceased to so use such information and the Company’s loss from such Participant’s
past and future improper use of such information is likely to be insubstantial
in proportion to the future loss of his benefit hereunder, the Committee may
reinstate him; and, if payment of his retirement income has stopped, it shall be
resumed.  If he is not reinstated within one year of such notice, the
Committee shall cancel his interest hereunder.

     

    3.6           Facility of Payment
3⁄4 If the Committee
shall find that any person to whom a benefit is payable is unable to care for
his affairs because of illness or accident, any payment due hereunder (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 child,
children, a parent, or a brother or sister, or to any person deemed by the
Company to have incurred expense for such person otherwise entitled to
payment.  Any such payment shall be a complete discharge of all
liability under the Plan therefor.

     

    3.7           Payment of Benefits Upon
Change in Control

     

    (a)           Notwithstanding
any other provisions of the Plan except Section 3.5, if a Participant terminates
employment before the later of (i) the date the employee attains age 59,
or

     

    
 

    
      
        
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    (ii) the
date the employee first attains either his Early Retirement Date or his Normal
Retirement Date under the Applicable Defined Benefit Pension for any reason
other than death following the occurrence of an event described in subsection
(b) of this Section 3.7, the entitlements of such Participant under the
Supplemental Executive Retirement Benefit Structure and the Executive
Performance Supplemental Retirement Benefit Structure of the Plan shall be paid
to him in a lump sum within thirty (30) days of the date of his termination of
employment.  The amount of such lump sum payment shall be computed in
two steps.  Under the first step, a calculation will be made of the
monthly annuity payments to which such Participant would otherwise have been
entitled under the provisions of Section 3.1(a) and Section 3.1(b) of the Plan
based upon (a) the service performed by the Participant through the date of such
termination of employment, plus (b) the additional years of constructive service
set forth in such Participant’s Participation Agreement (hereinafter
collectively referred to as “Aggregate Service”) under the assumptions that (i)
the Participant was scheduled to commence receipt of benefits under this Plan as
of the earliest date on which the Participant could receive benefits under the
Applicable Defined Benefit Pension Plan that were not subject to the early
retirement reduction factor described in Section 3.02(a) of such plan determined
as if such Participant’s years of Vesting Service under the Applicable Defined
Benefit Pension Plan equaled his Aggregate Service and (ii) this Plan did not
contain any minimum age requirement as to eligibility for receipt of
benefits.  Under the second step, such monthly annuity payments will
be discounted to their present value as of the date of the Participant’s
termination of employment using the Pension Benefit Guaranty Corporation’s
immediate payment interest rate in effect on the date of the Participant’s
termination of employment plus one-half of one percent (1/2%).


    
      
        
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    (b)           The
provisions of subsection (a) of this Section 3.7 shall apply in the event that
(i) any “person” (as such term is used in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or a corporation owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their ownership of stock
of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing 35% or more of the combined voting power of the Company’s then
outstanding securities; or (ii) during any period of twelve (12) consecutive
months (not including any period prior to the adoption of this Plan),
individuals who at the beginning of such period constitute the Board of
Directors of the Company and any new director (other than a director designated
by a person who has entered into an agreement with the Company to effect a
transaction described in clause (i) or (iii) of this subsection (b)) whose
election by the Board of Directors of the Company or nomination for election by
the Company’s stockholders was approved by a vote of at least a majority of the
directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof or (iii) the stockholders
of the Company approve a merger or consolidation of the Company with any other
corporation other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least 50% of the combined
voting power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, the stockholders of
the Company approve a plan of complete liquidation of the

     

    
 

    
      
        
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    Company,
or the stockholders of the Company approve an agreement for the sale or
disposition by the Company of all or substantially all the Company’s
assets.  It is acknowledged that an event described in the subsection
(b) of this Section 3.7 did occur as of August 1, 2002 in respect of individuals
then employed by Potomac Electric Power Company and individuals then employed by
Conectiv, Inc. as a result of a merger transaction involving such two entities
and that the provisions of Section 3.7(a) currently apply to such
individuals.

     

    
      	
              

                IV.

              

            	
              

                Administration of the
      Plan

              

            	
               

            


    

     

    4.1           Administration 3⁄4 The Compensation/Human
Resources Committee of the Board of Directors shall administer the
Plan.

     

    (a)           The
Committee shall have the sole, exclusive authority to interpret and construe the
provisions of this Plan, to decide any disputes which may arise with regard to
the rights of employees under the terms of this Plan, to give instructions and
directions necessary hereunder and, in general, to direct the administration of
the Plan.  All fees, salaries, and other costs incurred in connection
therewith shall be paid by the Company.

     

    (b)           The
Committee shall keep or cause to be kept, records containing all relevant data
pertaining to Participants and their rights under this Plan, and is charged with
the primary duty of seeing that each Participant receives the benefits to which
he may be entitled under this Plan.

     

    4.2           Accounts and Reports
3⁄4 The Company and its
officers, employees and directors or designees and the Committee shall be
entitled to rely upon all tables, valuations, certificates and reports furnished
by any actuary selected by the Committee; upon all certificates and reports made
by any accountant selected by the Committee; and upon all opinions given by any
legal counsel selected by the Committee; and the Company and its officers and
directors or designees

     

    
 

    
      
        
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    and the
Committee shall be fully protected in respect of any action taken or suffered by
them in good faith in reliance upon any tables, valuations, certificates,
reports, opinions, or other advice furnished by any such actuary, accountant, or
counsel; and all action so taken or suffered shall be conclusive upon each of
them and upon all Participants of the Plan.

     

    4.3           Expenses of
Administration 3⁄4 All expenses shall be paid
by the Company.

     

    4.4           Liability 3⁄4 The Company, the Board of
Directors, the Committee, officers and employees shall incur no liability for
any action taken in good faith in connection with the administration of this
Plan.  The Company may provide all appropriate and necessary insurance
to render the aforesaid harmless from any and all liability incurred in their
duties.

     

    
      	
              

                V.

              

            	
              

                Funding

              

            	
               

            


    

     

    5.1           Company Contributions
3⁄4 No assets of the
Company shall be set aside or earmarked or placed in trust or escrow for the
benefit of any Participant to fund the Company’s obligations which may exist
under the Plan; provided, however, that the Company may establish a grantor
trust to hold assets to secure the Company’s obligations to the Participants
under this Plan if the establishment of such a trust does not result in the Plan
being ‘funded’ for purposes of the Internal Revenue Code of 1986, as
amended.  The Company has established a grantor trust (Trust 2
originally executed on May 1, 1995) to hold assets to secure the Company’s
obligations to the Participants under the Supplemental Benefit Structure and the
Executive Performance Supplemental Retirement Benefit Structure of this Plan in
such a manner that the establishment of such a trust does not result in the Plan
being “funded” for purposes of the Internal Revenue Code of 1986, as
amended.  Such trust initially received a transfer of a Ten Thousand
Dollars ($10,000).  However, such trust provides that the full present
value of the benefits payable under such Benefit Structures shall subsequently
be contributed to the trust in the event the Company

     

    
 

    
      
        
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    fails to
pay such benefits due hereunder in a timely manner.  Except to the
extent provided through a grantor trust established under the provisions of the
preceding sentences, all payments under this Plan shall be made out of the
Company’s general revenue and a Participant’s right to payments shall be solely
that of an unsecured general creditor of the Company.

     

    5.2           Employee
Contributions 3⁄4
No Participant shall be required or permitted to make any contribution to the
Plan.

     

    
      	
              

                VI.

              

            	
              

                Miscellaneous

              

            	
               

            


    

     

    6.1           Limitation of Responsibility 3⁄4 Neither the establishment
of the Plan, any modifications thereof, nor the payment of any benefits shall be
construed as giving to any Participant or other person any legal or equitable
right against the Company, (the Board of Directors, the Committee, or any
officer or employee) except as herein provided; and in no event shall the other
terms of employment of any employee be modified or in any way affected
thereby.

     

    6.2           Restrictions on Alienation
and Assignment 3⁄4 Except as any of the
following provisions may be contrary to the law of any state having jurisdiction
in the premises, no Participant, or beneficiary shall have the right to assign
transfer, hypothecate, encumber, commute or anticipate his interest in any
payments under this Plan, and such payments shall not in any way be subject to
any legal process to levy upon or attach the same for payment of any claim
against any Participant, or beneficiary.

     

    6.3           Failure to Claim Amounts
Payable under the Plan 3⁄4 In the event that any
amount shall become payable hereunder to any person or, upon his death, to his
surviving spouse and if after written notice from the Committee mailed to such
person’s last known address as shown in the Company’s records, such person or
his personal representative shall not have presented

     

    
 

    
      
        
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    himself
to the Committee within six months after mailing of such notice, the Committee
may, but it is not required to, determine that such person’s interest in the
Plan has terminated, which determination shall be conclusive upon all persons
provided, however, in lieu of the foregoing, the Committee may in its sole
discretion apply to a court of competent jurisdiction for direction as to the
distribution of such amount.

     

    6.4           Right of the Company to
Dismiss or Demote Employees 3⁄4 Neither the action of the
Company in establishing this Plan nor any action taken by it under any
provisions of this Plan shall be construed as giving to any employee of the
Company the right to be retained in any specific position or in its employ in
general or any right to any retirement income or benefit or to any payment
whatsoever, except to the extent of the benefits which may be provided for by
the express provisions of this Plan.  The Company expressly reserves
the right at any time, to dismiss, demote or reduce the compensation of any
employee without incurring any liability for any claim against itself for any
payment whatsoever.

     

    6.5           Amendment and
Termination 3⁄4
Nothing in this Plan shall be deemed to limit the Company’s right, by resolution
of the Board of Directors of the Company, to amend, modify or terminate the Plan
at any time and for any reason except that no such amendment, modification or
termination shall serve to decrease the benefits set forth in a Participant’s
Participation Agreement, other than by operation of Section 3.5 or by operation
of an involuntary termination of employment under the rights reserved to the
Company in Section 6.4.

     

    
 

    
      
        
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    6.6           Laws to Govern 3⁄4 The provisions of this
Plan shall be construed, administered, and enforced according to the laws of the
District of Columbia.

     

    IN WITNESS WHEREOF, the
Company has caused this Plan to be signed effective this 3rd day of
November 2008.

     

    
      	
              ATTEST

            	 
      	
              PEPCO
      HOLDINGS, INC.

            
	 
      	 
      	 
      	 
      	 
      
	
              By:

            	
               /s/
      ELLEN S. ROGERS

            	 
      	
              By:

            	
              /s/
      D. R. WRAASE

            
	 
      	
              Corporate
      Secretary

            	 
      	 
      	
              Chief
      Executive Officer

            


    

    



    
      
        
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