Pepco Holdings Inc.

Barbara J. Krumsiek, age 56, since 1997 has been President and Chief Executive Officer and since 2006 Chair of Calvert Group, Ltd. Calvert is based in Bethesda, Maryland, and offers a range of fixed income, money market and equity mutual funds including a full family of socially responsible mutual funds. She serves as a trustee or director for 40 Calvert sponsored mutual funds, including serving as Chair of the Calvert Variable Series of funds. Ms. Krumsiek has been a director of the Company since May 18, 2007.

Mr. John M. Derrick, Jr. is retired Chairman, CEO and President of Pepco Holdings, Inc. (formerly Potomac Electric Power Company ("PEPCO"). He joined PEPCO, its predecessor, in 1961 and served as President and CEO from 1997 until 1999 and as Chairman and CEO from 1999 until July 2003, and Chairman until May 2004. From 1992 until 1997, he served as President and Chief Operating Officer. Mr. Derrick is a member of the Institute of Electrical and Electronic Engineers, the National Society of Professional Engineers and the Washington Society of Engineers. He is past Chairman of the United States Energy Association and he has served as a Director of the United States Chamber of Commerce, a trustee of the Federal City Council and Chairman of the Greater Washington Initiative. He is past Chairman of the Maryland Chamber of Commerce and the Greater Washington Board of Trade.

John Huffman is President and Chief Executive Officer of Pepco Energy Services, a wholly owned subsidiary of Pepco Holdings, Inc. Pepco Energy Services provides commercial, industrial, and government customers with energy efficiency services, renewable energy, and competitive electricity and natural gas supply. Mr. Huffman joined Pepco Energy Services in 2003 and held leadership positions in sales and strategic planning prior to assuming the role of President and Chief Executive Officer. Prior to joining Pepco Energy Services, Mr. Huffman ran ACN Energy, a national retail energy marketer. Mr. Huffman's diverse energy industry experience includes leading business development efforts for Trigen Energy Corporation, developing wind generating facilities around the world for Kenetech Windpower, and managing major new pipeline projects and a new compressor station project for United Texas Transmission Company. In addition, he helped lead the development of a high-end office park in Raleigh, North Carolina. Mr. Huffman earned a bachelor's degree in civil engineering from Georgia Tech and an M.B.A. from the Harvard Business School.

Joseph M. Rigby is President and Chief Executive Officer of Pepco Holdings, Inc. (PHI), a regional energy holding company that provides utility service to approximately 1.9 million customers. PHI is the parent company of Potomac Electric Power Company, an electric utility serving Washington, D.C., and suburban Maryland; Delmarva Power, an electric and gas utility serving Delaware and the rest of the Delmarva Peninsula; and Atlantic City Electric, an electric utility serving southern New Jersey. Delmarva Power and Atlantic City Electric previously operated under the brand name Conectiv Power Delivery. Mr. Rigby joined Atlantic City Electric in 1979 and advanced through a number of management positions. His responsibilities have included accounting, financial services, treasury operations, business transformation, human resources, and the Atlantic City Electric/Delmarva Power merger transition team. Following the merger that formed Conectiv, he was Vice President/General Manager of Gas Delivery, then Vice President/General Manager of Electric Delivery. He was elected President, Conectiv Power Delivery in 2002. From May 2004 to September 2007, he served as Senior Vice President and Chief Financial Officer of PHI and was responsible for all financial activity as well as investor relations. From September 2007 to March 2008, Mr. Rigby served as Executive Vice President and Chief Operating Officer. He was responsible for the day-to-day operations of Pepco, Delmarva Power and Atlantic City Electric, along with Information Technology and Corporate Communications. In March 2008, Mr. Rigby was elected President and Chief Operating Officer, adding responsibility for the competitive energy businesses (Conectiv Energy and Pepco Energy Services). Mr. Rigby was elected President and Chief Executive Officer effective March 1, 2009. Mr. Rigby earned a Bachelor's degree in Accounting from Rutgers University and a Master's degree in Business Administration from Monmouth University. He is also a licensed Certified Public Accountant in the state of New Jersey. Mr. Rigby serves on the boards of the Association of Edison Illuminating Companies, the Greater Washington Board of Trade, the Greater Washington Initiative, and the Greater Washington Sports Alliance. He is Chair of the Finance Committee of the United Way of the National Capital Area. Mr. Rigby is a member of the Rutgers-Camden School of Business Executive Advisory Board and previously served on the Delaware Governor's Energy Task Force and as Conectiv's United Way Corporate Chairman. He is a member of the New Jersey Society of CPAs and the American Institute of CPAs.

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Gary Morsches is President and Chief Executive Officer of Conectiv Energy, a wholly owned subsidiary of Pepco Holdings, Inc. Conectiv Energy, PHI's competitive merchant energy subsidiary, is responsible for more than 3,800 megawatts of energy and capacity in the PJM power pool, operations in the Mid-Atlantic and New England states, and an energy trading organization. Mr. Morsches joined the company at the beginning of 2009. Mr. Morsches' primary responsibility is to lead the competitive wholesale energy production and marketing business. He is a member of the Pepco Holdings, Inc. (PHI) Executive Leadership Team and reports directly to the Chief Executive Officer. He is a chemical engineer and a registered professional engineer in Texas and formerly was a member of the New York Mercantile Exchange (NYMEX). He began his career in the crude oil and natural gas futures trading, which progressed to risk management for energy organizations such as Southern Company and Mirant Corporation. In recent years Mr. Morsches was a consultant to top-tier international energy corporations as a principal with the Boston Consulting Group in Houston, Texas. Mr. Morsches holds a B.S. in chemical engineering from the University of Dayton, and a M.B.A. from the University of Texas in San Antonio.

William T. Torgerson is Vice Chairman and Chief Legal Officer and a member of the Board of Directors of Pepco Holdings, Inc. (PHI), a regional energy holding company whose electric distribution utilities serve 1.9 million customers in Washington, D.C., suburban Maryland, Delaware and New Jersey. He was elected to PHI's Board of Directors in 2004. Prior to joining Pepco in 1982, Mr. Torgerson was engaged in private law practice in Washington, D.C. After joining Pepco, he served in several executive and legal capacities, becoming General Counsel in 1989. He was elected Executive Vice President of PHI upon its formation in 2002 and Vice Chairman in 2003. He currently oversees, in addition to legal affairs, the company's Government and Public Affairs activities. Mr. Torgerson is a 1966 graduate of Princeton University with an A.B. in politics. He is a 1973 honors graduate of the University of Maryland School of Law. From 1966 to 1970, he was an officer in the U.S. Navy, serving in destroyers and river patrol boats. He is a member of the American Bar Association's Section on Public Utility, Communications and Transportation Law, a member of the Legal Committee of the Edison Electric Institute, and a member of the Conference Board's Council of Chief Legal Officers. Mr. Torgerson serves on the Boards of the U.S. Chamber of Commerce's National Chamber Litigation Center, the Greater Washington Initiative, Living Classrooms of the National Capital Region, the National Symphony Orchestra, The Shakespeare Theatre Company, Tudor Place Foundation, and the D.C. Rotary Foundation. He was a founding member of the District of Columbia Bar's Conference on Minorities and Women in the Legal Profession, served as President of the Maryland-District of Columbia Utilities Association in 1990-1991, and was a Director of the Washington Metropolitan Area Corporate Counsel Association from 1989-1993.

David M. Velazquez is presently Executive Vice President of Pepco Holdings, Inc. (PHI), and leader of its Power Delivery business. PHI is a regional energy holding company that provides utility service to more than 1.9 million customers and the parent company of Potomac Electric Power Company, an electric utility serving Washington, D.C., and suburban Maryland; Delmarva Power, an electric and gas utility serving Delaware and the rest of the Delmarva Peninsula; and Atlantic City Electric, an electric utility serving southern New Jersey. He joined Delmarva Power, another PHI subsidiary, in 1981 and advanced through a number of management positions in engineering, operations, and planning. Mr. Velazquez most recently served as President and Chief Executive Officer of Conectiv Energy, PHI’s competitive merchant energy subsidiary. He previously served as Vice President of Strategic Planning & Chief Risk Officer of PHI and Vice President, Business Planning for Conectiv Energy. Mr. Velazquez earned his Bachelor of Science in Engineering at Widener University.

Beverly L. Perry is Senior Vice President, Government Affairs and Public Policy for Pepco Holdings, Inc. (PHI), a regional energy holding company that provides utility service to more than 1.9 million customers. PHI is the parent company of Potomac Electric Power Company, an electric utility serving Washington, D.C., and suburban Maryland; Delmarva Power, an electric and gas utility serving Delaware and the rest of the Delmarva Peninsula; and Atlantic City Electric, an electric utility serving southern New Jersey. Delmarva Power and Atlantic City Electric previously operated under the brand name Conectiv Power Delivery. Ms. Perry joined Potomac Electric Power Company in November 1990 as Manager, Government Relations for District of Columbia and Federal Affairs. Her responsibilities within Potomac Electric Power Company continuously increased to encompass all of Government, Community, and Corporate Relations' activities, including economic development, prior to the merger between Potomac Electric Power Company and Conectiv. Ms. Perry is responsible for government affairs for all of the PHI companies within the District of Columbia, Maryland, Delaware, New Jersey, and Virginia, as well as at the Federal level. Ms. Perry is a lawyer by profession and litigated cases in Federal and State Court throughout the Washington metropolitan region. She practiced law with Frank, Bernstein, Conaway & Goldman prior to joining Potomac Electric Power Company. Other legal positions held by Ms. Perry included law clerk for Judge Marian Blank Horn of the U.S. Claims Court and attorney advisor with the U.S. Department of Interior, Office of the Solicitor. Ms. Perry is a native of Franklinton, North Carolina, and a former tobacco farmer. She received her law degree from Georgetown University and her undergraduate degree from George Washington University. Ms. Perry developed her career in public policy through civic leadership and her commitment to community activities. She served six years as president of a local civic association in Hillcrest Heights, Maryland. Ms. Perry was recently appointed by the Mayor to serve as Chair of the Washington Convention Center Authority. She also serves on numerous boards and commissions including the Greater Washington Urban League; Arena Stage; Eastgate Gardens Steering Committee; African American Civil War Memorial; Congressional Black Caucus Political Education & Leadership Committee and Capital City Chapter of the Links, Inc.

Kirk J. Emge is Senior Vice President and General Counsel of Pepco Holdings, Inc. (PHI), a regional energy holding company that provides utility service to more than 1.9 million customers. PHI is the parent company of Potomac Electric Power Company, an electric utility serving Washington, D.C., and suburban Maryland; Delmarva Power, an electric and gas utility serving Delaware and the rest of the Delmarva Peninsula; and Atlantic City Electric, an electric utility serving southern New Jersey. Before coming to Pepco, Mr. Emge served as General Counsel to the Public Service Commission of Maryland (1983 -1986), the Commission's Chief Hearing Examiner (1978-1983) and a Commission Hearing Examiner (1974-1978). Mr. Emge joined Pepco in 1986 as Deputy General Counsel and advanced through several executive and legal capacities. He was elected Vice President, Regulatory Law in April 1994. In this position within the Legal Services Group, he was responsible for representing and coordinating the Company's activities before regulatory agencies, principally the Maryland and District of Columbia Public Service Commissions and the Federal Energy Regulatory Commission. He became Vice President, Legal Services for Pepco responsible for the management of Pepco's Legal Services group in April 1998. Mr. Emge became Vice President, Legal Services, Pepco Holdings, Inc., in August 2002 when the merger of Potomac Electric Power Company and Conectiv to form Pepco Holdings, Inc., was completed. Mr. Emge holds a BA from The Johns Hopkins University and a Juris Doctorate from the University Of Maryland School Of Law. He is currently a member of the Edison Electric Institute's Legal Committee, where he is Chairman of the Subcommittee on Electric Distribution and Retail Marketing. Mr. Emge is also a member of the District of Columbia Bar Association, Maryland Bar Association, Delaware Bar Association and the American Gas Association Legal Committee.

As Director of Diversity at Pepco Holdings, Inc. (PHI), Ms. Dorsey is responsible for the overall coordination of PHI diversity efforts by working with each line of business within PHI to ensure continued implementation and execution of PHI's diversity strategy, as well as promoting fair and consistent practices across all lines of business. In addition to the internal focus, Ms. Dorsey is also responsible for communicating PHI's diversity strategy and commitment to the external community through our Supplier Diversity initiatives. Prior to joining Pepco in 1988, Ms. Dorsey worked for the Long Island Lighting Company and the law firm of Mahr and Babinecz. She has held various positions of increasing responsibility with Pepco and its affiliates including, Vice President, Pepco Energy Services and Vice President, Deputy General Counsel and Corporate Secretary, Potomac Capital Investment. Ms. Dorsey received her B.A. in Economics from Howard University and her J.D. from Hofstra University in New York. She is a member of the New York, Maryland and District of Columbia Bars.

Richard B. McGlynn, age 70, is an attorney. From 1995-2000, he was Vice President and General Counsel of United Water Resources, Inc., Harrington Park, New Jersey and from 1992-1995, he was a partner in the law firm LeBoeuf, Lamb, Greene & MacRae. He was a director of Atlantic Energy, Inc. from 1986 to 1998. Mr. McGlynn was a director of Conectiv from 1998 until August 1, 2002. He has been a director of the Company since August 1, 2002.

The Compensation/Human Resources Committee (the "Committee") shall annually evaluate the CEO's performance and shall, together with the other independent members of the Board of Directors, determine and approve the CEO's compensation level. The Committee shall be directly responsible for review and approval of compensation of the persons (other than the CEO) named as executive officers of the Company in its annual meeting proxy statement and any other persons identified as Executives herein. The Committee shall also be responsible for making recommendations to the Board on the employee compensation and benefit plan matters described below, and to produce an annual report on executive compensation as required by the SEC for inclusion in the Company's proxy statement, in accordance with applicable rules and regulations.

Patrick T. Harker, age 50, since 2007 has been President of the University of Delaware, Newark, Delaware. From 2000-2007, he was Dean of the Wharton School of the University of Pennsylvania and served as a Professor of Electrical and Systems Engineering in the University of Pennsylvania's School of Engineering and Applied Science. Since 2000, he has served as a Trustee of the Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust; in 2004 he became a Member of the Board of Managers of the Goldman Sachs Hedge Fund Partners Registered Fund LLC. He has been a director of the Company since May 15, 2009.

Terence C. Golden, age 64, since 2000 has been Chairman of Bailey Capital Corporation in Washington, D.C. Bailey Capital Corporation is a private investment company. From 1995 until 2000, Mr. Golden was President, Chief Executive Officer and a director of Host Marriott Corporation. He serves as a director of Host Hotels and Resorts, Inc., Washington Real Estate Investment Trust and the Morris & Gwendolyn Cafritz Foundation. Mr. Golden also currently serves as Chairman of the Federal City Council. Mr. Golden was a director of Pepco from 1998 until August 1, 2002. He has been a director of the Company since August 1, 2002.

Frank O. Heintz , age 65, is retired President and Chief Executive Officer of Baltimore Gas and Electric Company, the gas and electric utility serving central Maryland, a position he held from 2000 through 2004. From 1982 to 1995, Mr. Heintz was Chairman of the Maryland Public Service Commission, the state agency regulating gas, electric, telephone and certain water and sewerage utilities. Previously he served as agency head of the Maryland Employment Security Administration and was an elected member of the Maryland legislature. He has been a director of the Company since May 19, 2006.

George F. MacCormack, age 65, is retired Group Vice President, DuPont, Wilmington, Delaware, a position he held from 1999 through 2003. He was previously Vice President and General Manager (1998), White Pigments & Mineral Products Strategic Business Unit and Vice President and General Manager (1995), Specialty Chemicals Strategic Business Unit for DuPont. Mr. MacCormack was a director of Conectiv from 2000 until August 1, 2002. He has been a director of the Company since August 1, 2002.

Pauline A. Schneider has served as a Director of the Company since December 2003. Ms. Schneider has been a partner at the law firm of Orrick, Herrington & Sutcliffe LLP since 2006. Prior thereto, Ms. Schneider was a partner at the law firm of Hunton & Williams LLP from 1985 to 2006. Ms. Schneider specializes in public finance and real estate. Ms. Schneider also serves as a director of Pepco Holdings, Inc. and is active on the boards of several not-for-profit organizations ranging from the arts to student loans to public policy. Ms. Schneider is 66 years old.