Exhibit 10.37



 Exhibit 10.37 
 NAMED EXECUTIVE OFFICER COMPENSATION DETERMINATIONS 
 2010 Named Executive Officer Compensation Determinations 
 The following is a description of certain
compensation decisions made on January 28, 2010, by the Pepco Holdings, Inc. (“PHI”) Board of Directors or the Compensation/Human Resources Committee (the “Committee”) with respect to the compensation payable to the PHI
executive officers identified below, each of whom is an executive officer listed in the Summary Compensation Table included in PHI’s proxy statement for its 2009 Annual Meeting (a “Named Executive Officer”), and with respect to
Anthony J. Kamerick, who became Senior Vice President and Chief Financial Officer in June 2009. As to each executive officer listed below, the decisions consisted of (i) the establishment of base salary for 2010, (ii) the
establishment of the executive’s 2010 annual bonus opportunity and (iii) the establishment of the executive’s award opportunities for the period 2010-2012 pursuant to the Performance Stock Program and Restricted Stock Program under
the Pepco Holdings, Inc. Long-Term Incentive Plan (the “LTIP”). 
  

															
	 	  	 	 	 	2010 Long-Term
Incentive Plan Awards
(2)
	 Name
	  	 Title
	  	2010
Base
Salary	  	Target 2010
Annual Bonus
Opportunity as
a Percentage of
Base Salary (1)	 	 	Performance Stock
Program
Award
Opportunity (# of
shares) (3)	  	Restricted
Stock
Program
Award (# of
shares) (4)
	Joseph M. Rigby	  	Chairman, President and Chief Executive Officer	  	$	880,000	  	100	% 	 	Target
Maximum	  	68,516
 137,032
	  	34,258
	David M. Velazquez	  	Executive Vice President	  	$	484,000	  	60	% 	 	Target
Maximum	  	18,842
 37,684
	  	9,421
	Anthony J. Kamerick	  	Senior Vice President and Chief Financial Officer	  	$	484,000	  	60	% 	 	Target
Maximum	  	18,842
 37,684
	  	9,421

  

	(1)	An executive can earn from 0 to 180% of this percentage of his base salary as a cash bonus depending on the extent to which the preestablished performance goals are
achieved. See “Executive Incentive Compensation Plan” below for 2010 performance goals. 


	(2)	The shares of PHI common stock, $.01 par value (“Common Stock”) constituting (i) target award opportunity under the Performance Stock Program and
(ii) share award under the Restricted Stock Program in the aggregate had a market value on December 31, 2009 equal to the following percentage of the executive’s 2010 base salary: 200% for Mr. Rigby; 100% for
Messrs. Velazquez and Kamerick. 


	(3)	See “Long-Term Incentive Plan Awards — Performance Stock Program” below for a description of the Performance Stock Program. 


	(4)	See “Long-Term Incentive Plan Awards — Restricted Stock Program” below for a description of the restricted stock awards. 








 Executive Incentive Compensation Plan 
 Each of the executive officers listed in the table above is a participant in the PHI Executive Incentive Compensation Plan. On
January 28, 2010, the Committee established as the performance goals to be used for the determination of 2010 cash bonus awards for each of the executive officers. For Messrs. Rigby and Kamerick: (1) earnings relative to the corporate
plan, (2) cash flow, (3) electric system reliability, (4) customer satisfaction, (5) diversity and (6) safety. For Mr. Velazquez: (1) Power Delivery earnings relative to plan, (2) capital expenditures,
(3) operation and maintenance spending, (4) electric system reliability, (5) customer satisfaction, (6) diversity and (7) safety.  
 Long-Term Incentive Plan Awards 
 On January 28, 2010, the Committee
established award opportunities pursuant to the Performance Stock Program and made awards of restricted stock under the Restricted Stock Program under the LTIP. Participants in the LTIP are key executives of PHI and its subsidiaries selected by the
Chairman of the Board of PHI and approved by the Committee, including each of the executive officers listed in the table above. 
 Performance Stock Program 
 The award opportunities established under the Performance Stock Program accounts for
two-thirds of each participant’s aggregate 2010 Long-Term Incentive Plan award opportunity. Depending on the extent to which the preestablished performance goal, which is based on PHI’s total shareholder return relative to a group of peer
companies over a three-year period beginning in 2010 and ending in 2012, the participant can earn from 0 to 200% of the target award in the form of shares of Common Stock. If during the course of the three-year performance period, a significant
event occurs, as determined in the discretion of the Compensation/Human Resources Committee, which the Committee expects to have a substantial effect on total shareholder performance during the period, the Committee may revise such measures. The
target award opportunity and maximum award opportunity (representing 200% of the target award opportunity) of each listed executive officer are shown in the table above. 
 Restricted Stock Program 
 Under the Restricted Stock Program, each listed
executive officer has received a grant of shares of restricted stock, which accounts for one-third of the executive’s aggregate 2010 Long-Term Incentive Plan award opportunity. The shares of restricted stock are subject to forfeiture if the
employment of the executive terminates before January 28, 2013, except that in the event of death, disability or retirement, the award is prorated to the date of termination. During the vesting period, the executive has all rights of ownership
with respect to the shares, including the right to vote the shares and the right to receive dividends on the shares, which dividends the executive will be entitled to retain whether or not the shares vest.