• Share Ownership Guidelines

  • Pepco Holdings, Inc. ("PHI" or the "Company") believes it is important to have the interests of its directors and executive management aligned with the interests of its shareholders through the ownership of PHI common stock. The Company believes the directors and senior executives should own an amount of PHI common stock as set forth below. These guidelines are based

    • for officers upon a multiple of each officer's base salary;
    • for directors upon a multiple of the annual cash retainer.

    The targeted ownership multiples (of salary) are as follows:

    • CEO - 5 times base salary
    • EVP - 3 times base salary
    • SVP - 2 times base salary
    • VP - 1 times base salary

    These share ownership guidelines apply to all "C" level officers, and Executive and Senior Vice Presidents and Vice Presidents whose annual base salary is $175,000 or more.

    Executives have five years from the later of their hire date or the Board's adoption of these guidelines to accumulate the number of shares required under these guidelines. Executives must comply with these guidelines during their full time employment with the Company.

    The targeted ownership amount for each member of the board of directors is 4 times the annual cash retainer.

    Directors have five years from the latter of the commencement of board service or the effective date of these guidelines to accumulate the required number of shares. Directors must comply with these guidelines during their board service.