X0303 4 2011-01-27 0 0001135971 PEPCO HOLDINGS INC POM 0001283855 KAMERICK ANTHONY J PEPCO HOLDINGS, INC. 701 9TH STREET, NW WASHINGTON DC 20068 0 1 0 0 Sr. VP & CFO Common Stock 40517 D Restricted Stock Units 2011-01-27 4 A 0 11339 0 A Common Stock 11339 11339 D Restricted stock units (RSU) awarded under the Long-Term Incentive Plan are subject to forfeiture if the executive's employment terminates before 1/27/14, except that, unless the Comp/HR Committee of the Board determines otherwise, and subject to a contrary provision in the executive's employment agreement, if any, in the event of the death, disability or retirement of the executive or if the employment of the executive is terminated or the executive terminates employment for "good reason" following a "change in control," the award is prorated to the date of termination. Each RSU not forfeited will be settled by the delivery of one share of PHI common stock. When a dividend is paid on the PHI common stock, the RSU balance is credited with additional RSU equal to the number of shares that could be purchased with the cash amount of the dividend at the then current market price. Dividend credits will vest only to the extent the underlying RSU vest. Anthony J. Kamerick by Ellen S. Rogers, Attorney-in-Fact 2011-01-31