X0202 4 2005-04-01 0 0001135971 PEPCO HOLDINGS INC POM 0001032012 MCKENZIE FLORETTA D THE MCKENZIE GROUP, INC. 1101 - 17TH STREET, NW, SUITE 1200 WASHINGTON DC 20036 1 0 0 0 Common Stock 2005-04-01 4 A 0 271 A 6112 D Acquired in consideration for services, with the number of shares of phantom stock calculated by dividing the amount of meeting fees and/or retainer payable ($2,000 per meeting or that portion of the annual retainer of $45,000 and, if applicable, Committee Chairman annual retainer of either $5,000 or $7,500, which the director elected to receive in phantom stock) by the market price of the Pepco Holdings, Inc. (PHI) shares at the close of business two business days before the meeting or retainer payment date, respectively. Floretta D. McKenzie by Ellen Sheriff Rogers, Attorney-in-Fact 2005-04-04