Omnibus Amendment Pepco Holdings, Inc. Supplemental Executive Retirement Plans



 Exhibit 10.5 

OMNIBUS AMENDMENT 
 PEPCO
HOLDINGS, INC. 
 SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS 

WHEREAS, Pepco Holdings, Inc. (the “Company”) or an affiliate of the Company sponsors the following non-qualified
deferred compensation plans (collectively, the “Plans”): (1) the 2011 Pepco Holdings, Inc. Supplemental Executive Retirement Plan (the “2011 SERP”); (2) the Pepco Holdings, Inc. Combined Executive
Retirement Plan (the “Combined SERP”); and (3) the Conectiv Supplemental Retirement Plan (the “Conectiv SERP”); 

WHEREAS, Article 6 of the 2011 SERP, Section 6.5 of the Combined SERP, and Section 8.1 of the Conectiv SERP provide that the
Plans may be amended at any time, subject to certain exceptions;  
 WHEREAS, the Compensation/Human Resources Committee of
the Board of Directors of the Company (the “Committee” and the “Board”, respectively) has recommended, and the Board has determined, that it is in the best interests of the Company to amend the Pepco Holdings, Inc.
Retirement Plan (the “Retirement Plan”) to provide certain additional retirement benefits and that the Plans shall be amended to the extent necessary so that the amount due under each of the Plans is determined as if the Retirement
Plan did not provide the additional benefits; and 
 WHEREAS, the Board has delegated to the Chief Executive Officer of the Company
authority to amend the Plans as provided below. 
 NOW, THEREFORE, the Plans are hereby amended as follows, effective as of
March 23, 2016: 
  

	1.	The 2011 SERP is hereby amended to add the following new Section 4.5: 

 4.5
Notwithstanding any other provision of the Plan, a benefit payable to or on behalf of a Participant under Section 4.1, Section 4.3, or the Schedule of Retirement Benefits, shall be calculated and determined without regard to the Additional
Account (as such term is defined in Sub-Plan Four of the Pepco Holdings, Inc. Retirement Plan), if any, payable to or on behalf of such Participant under the Pepco Holdings, Inc. Retirement Plan. 

 

	2.	The Combined SERP is hereby amended to add the following new Section 3.8: 


3.8 Notwithstanding any other provision of the Plan, a benefit payable to or on behalf of a Participant under Section 3.1,
Section 3.3, or Section 3.7 hereof, shall be calculated and determined without regard to the Additional Account (as such term is defined in Sub-Plan Four of the Pepco Holdings, Inc. Retirement Plan), if any, payable to or on behalf of such
Participant under the Pepco Holdings, Inc. Retirement Plan. 








	3.	The Conectiv SERP is hereby amended to add the following new Section 3.5: 


3.5 Notwithstanding any other provision of the Plan, a benefit payable to or on behalf of a Participant under Section 3.1,
Section 3.2, Section 5.1, or Section 6.2 hereof, shall be calculated and determined without regard to the Additional Account (as such term is defined in Sub-Plan Four of the Pepco Holdings, Inc. Retirement Plan), if any, payable to or
on behalf of such Participant under the Pepco Holdings, Inc. Retirement Plan. 

  
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 IN WITNESS THEREOF, the Company has caused this Amendment to be signed this 23rd day of March, 2016. 
  

									
	ATTEST:	 		 	Pepco Holdings, Inc.
					
	By:	 	 /s/ Jane K. Storero
	 		 	By:	 	 /s/ Joseph M. Rigby

		 	      Jane K. Storero	 		 		 	      Joseph M. Rigby
		 	      Secretary	 		 		 	      Chairman of the Board, President
		 		 		 		 	         and Chief Executive Officer


  
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