|Pepco Holdings, Inc
Vice President & Controller Offer Sheet                                                                                                                                                                                                      |                                                                                                                                               
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|Position reports to SVP & CFO                                                                                                                                                                                                                                    |                                                                                                                                               
|Position is at the PHI holding company level.  Position requires stock ownership equal to 1 x's base salary - have 5 years to reach requirement                                                                                                                 
|Primary work location is Edison Place, DC.  Would expect the person to work 1 to 3 days per month in Wilmington, DE.  Parking in both locations is provided.                                                                                                    
|Prospective employee must pass standard background screen and drug test conducted by corporate HR                                                                                                                                                               
|Base Salary                                                                                                                                                                                                                                                      | $235,000                                                                                                                                      
|Signing bonus                                                                                                                                                                                                                                                    | $75,000 @ start; additional $75,000 after one year (assuming satisfactory performance)                                                        
|Executive Benefits1, 2                                                                                                                                                                                                                                           |                                                                                                                                               
|Annual Incentive                                                                                                                                                                                                                                                 | Target award is 30% of base (max to 54% of base or 180% of target)                                                                            
|Long Term Incentive                                                                                                                                                                                                                                              | Target award is 40% of base                                                                                                                   
|Non-qualified deferred comp plan                                                                                                                                                                                                                                 | Available                                                                                                                                     
|SERP                                                                                                                                                                                                                                                             | Provides "make whole" in excess of IRS limitation; Bonus payments (average of highest 3 of final 5 incentive payments) included in calculation
|Severance                                                                                                                                                                                                                                                        | 2x salary and bonus                                                                                                                           
|Car allowance                                                                                                                                                                                                                                                    | Yes - VP level ($895/month)                                                                                                                   
|D & O Insurance                                                                                                                                                                                                                                                  | Provided by Company                                                                                                                           
|Required annual executive physical                                                                                                                                                                                                                               | Paid by Company                                                                                                                               
|Generally Applicable Benefits                                                                                                                                                                                                                                    |                                                                                                                                               
|Retirement Savings Plan w/ 401(k) feature                                                                                                                                                                                                                        | Available                                                                                                                                     
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|1PHI is in the process of retaining an executive compensation consultant to review and make recommendations on future executive compensation.  These items are the levels currently available to PHI VPs, but are subject to revision as a result of the review.
|2Such awards are determined by the Board of Directors pursuant to Plan formulae and objectives.                                                                                                                                                                 
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|Pension                                                                                                                                                                                                                                                          | Vesting at 5 years; defined benefit formula based on salary and years of service                                                              
|Standard health and welfare plans (hospitalization, dental, vision, life insurance)                                                                                                                                                                             
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