Exhibit
10.33




NAMED
EXECUTIVE OFFICER COMPENSATION DETERMINATIONS




2008
Named Executive Officer Compensation Determinations




The following is a description of
certain compensation decisions made on January 24, 2008, by the Pepco Holdings,
Inc. (“PHI”) Board of Directors or the Compensation/Human Resources Committee
(the “Committee”) thereof 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 2007
Annual Meeting (a “Named Executive Officer”), except Paul H. Barry, who became
Senior Vice President and Chief Financial Officer in September
2007.  PHI expects that Mr. Barry will be listed in the Summary
Compensation Table included in PHI’s proxy statement for its 2008 Annual
Meeting.  As to each executive officer listed below, the decisions
consisted of (i) the establishment of base salary for 2008, (ii) the
establishment of the executive’s 2008 annual bonus opportunity and (iii) the
establishment of the executive’s award opportunities for the period 2008-2010
pursuant to the Performance Stock Program and Restricted Stock Program under the
Pepco Holdings, Inc. Long-Term Incentive Plan (the “LTIP”).  Ed
Mayberry and William J. Sim, each of whom retired in 2006, and
Thomas S. Shaw, who retired in 2007, were Named Executive Officers, and
accordingly, no 2008 salary decisions or awards were made for these
individuals.





2008
      Long-Term
              Incentive
      Plan Awards (2)Name
            Title
            
            2008
      Base Salary
            Target
      2008 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)Dennis
      R. Wraase
            Chairman,
      President and Chief Executive Officer
            $
            1,076,000
            100%
            Target
              Maximum
            48,567
              97,134
            24,283Paul
      H. Barry
            Senior
      Vice President and Chief Financial Officer
            $
            518,000
            60%
            Target
              Maximum
            11,690
              23,380
            5,845William
      T. Torgerson
            Vice
      Chairman and General Counsel
            $
            558,000
            60%
            Target
              Maximum
            12,593
              25,186
            6,297Joseph
      M. Rigby
            Executive
      Vice President and Chief Operating Officer
            $
            600,000
            60%
            Target
              Maximum
            13,541
              27,082
            6,770





(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 2008 performance
goals.




(2)
            The
      market value of the PHI common stock, $.01 par value (“Common Stock”)
      (determined based on the average of the high and low Common Stock price as
      traded on the New York Stock Exchange on December 31, 2007),
      representing the executive’s combined (i) target award opportunity under
      the Performance Stock Program and (ii) share award under the Restricted
      Stock Program is equal to the following percentage of the executive’s 2008
      base salary:  200% for Mr. Wraase and 100% for
      Messrs. Barry, Torgerson and
Rigby.




(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 24, 2008, the Committee established as the
performance goals to be used for the determination of 2008 cash bonus awards for
each of the executive officers (1) earnings relative to the corporate plan, (2)
cash flow, (3) electric system reliability, (4) customer satisfaction, (5)
diversity and (6) safety.




Long-Term Incentive Plan
Awards




On January 24, 2008, 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, which account for two-thirds of each
participant’s aggregate 2008 Long-Term Incentive Plan award opportunity, relate
to performance over a three-year period beginning in 2008 and ending in
2010.  Depending on the extent to which the preestablished performance
criteria are satisfied, the participant can earn from 0 to 200% of the target
award in the form of shares of Common Stock.  The performance criteria
consist of an earnings-per-share goal, which will account for 75% of the
potential award, and cash flow per share goal, which will account for 25% of the
potential award.  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 2008 Long-Term
Incentive Plan award opportunity.  The shares of restricted stock are
subject to forfeiture if the employment of the executive terminates before
January 24, 2011, except that in the even 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.