PEPCO HOLDINGS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Potomac Electric Power Company Supplemental Executive Retirement Plan (the "Pepco
plan") was established, effective July 1, 1986, to provide supplemental retirement benefits to key
executives of Pepco. The Pepco plan was amended from time to time thereafter. On March 28, 2002,
further amendments were authorized to the Pepco plan to recognize the intent to consummate a
transaction (the "Merger") by which Pepco and Conectiv would become wholly owned subsidiaries of
Pepco Holdings, Inc. (the "Company" or "Pepco Holdings") and, for the near term future, to maintain
for the benefit of the executives of Pepco Holdings and its subsidiaries, the level of benefits provided to
such executives by their respective employers prior to the merger. Such amendments include
authorization to name Pepco Holdings as the sponsor of the Pepco plan; to change the name of the
Pepco plan to reflect the change in plan sponsorship; to amend the section of the plan relating to
eligibility to participate; and to delete all references to the Pepco General Retirement Plan, and to
replace all such references to Pepco's General Retirement Plan with "the principal defined benefit
pension plan of Pepco Holdings or one of its subsidiaries in which the employee participates". The
Pepco plan, as amended, is restated herein and is now known as the Pepco Holdings, Inc.
Supplemental Executive Retirement Plan.
1.1 Applicable Form of Benefit - The type of life annuity which will be provided to a
Participant receiving benefits under this Plan. The Plan benefit to be paid to a Participant under this Plan
shall be paid in the annuity form elected by the Participant with respect to the Participant's benefits
under the Applicable Defined Benefit Pension Plan, except that the variable annuity option under the
General Retirement Plan is not an annuity form available for payments of benefits under this Plan. If