X0201 4 2004-04-22 0 0001135971 PEPCO HOLDINGS INC POM 0001024397 YOUNG A THOMAS 701 NINTH STREET, NW WASHINGTON DC 20068 1 0 0 0 Common Stock 1000 D Phantom Stock 2004-04-22 4 A 0 127.8445 A Common Stock 127.8445 17141.707 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 ($1,250 per meeting or that portion of the annual retainer of $30,000 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. At least one-half of the retainer is required to be paid in common stock or phantom stock. Phantom stock on a date specified or to be specified by the participant is settled in cash in an amount equal to the market price of the PHI common stock on the settlement date. A. Thomas Young by Ellen Sheriff Rogers, Attorney-in-Fact 2004-04-22