|Exhibit 10.57                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|Pepco Holdings, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|NON-MANAGEMENT DIRECTOR COMPENSATION ELECTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|I understand that under the terms of the Pepco Holdings, Inc. (the "Company") Non-Management Director Compensation Plan (the "Plan"), I am permitted to elect, with respect to the compensation due me for my services as a director of the Company, either (i) to receive my compensation currently in the form of either, or a combination of, cash and shares of Company common stock ("Common Stock") or (ii) to defer the receipt of my compensation under the terms of the Company's Executive and Director Deferred Compensation Plan (the "Deferred Compensation Plan").
|I am making the following election with the understanding that (i) the elections will apply to all of compensation paid to me in 2005 for services as a director and that these elections for 2005 cannot be altered or revoked after December 31, 2004, and (ii) the elections also will apply to all such compensation paid to me in subsequent years for services as a director, unless I notify the Company of any changes, either in writing or by execution of a new election form prior to the year in which the changes are to take effect.                             
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|IN WITNESS WHEREOF, the undersigned has executed this Agreement effective for all purposes as of the _____ day of ______________, 20___.                                                                                                                                                                                                                                                                                                                                                                                                                                        
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