Dunn, Ross, Torgerson Elected Directors
Other Executive Changes Announced

WASHINGTON, May 21 /PRNewswire-FirstCall/ -- Pepco Holdings, Inc. (PHI) (NYSE: POM) announced today that the PHI Board of Directors has elected Dennis R. Wraase Chairman of the Board, succeeding John M. Derrick, Jr. who is retiring as previously announced. Wraase was previously President and Chief Executive Officer of PHI and will continue to hold those titles. Prior to the formation of PHI as a result of the merger between Pepco and Conectiv in 2002, he held executive positions with Pepco. The election followed the company's Annual Meeting of Shareholders, held today.

Wraase joined Pepco in 1974 and was elected Vice President and Comptroller in 1985. He was named Senior Vice President and Chief Financial Officer in April 1996, Executive Vice President and CFO in 1999, President in 2000 and Chief Executive Officer in 2003. He was elected to Pepco's Board of Directors in 1998, and has served on the PHI Board since 2001. Prior to joining Pepco, Wraase worked for Exxon Corporation where he held various financial positions in the Controller's organization. A native Washingtonian, Wraase graduated from the University of Maryland, receiving a Bachelor of Science degree in accounting. He also holds a master of science in finance from the George Washington University and is a Certified Public Accountant.

Wraase is an Executive Board Member of the National Capital Area Council Boy Scouts of America. He is a member of the Federal City Council and serves on the Board of Directors of the Southeastern Electric Exchange, Association of Edison Illuminating Companies, Washington Performing Arts Society, Maryland Chamber of Commerce, The University of Maryland Foundation, and the Robert H. Smith School of Business, University of Maryland -- Board of Visitors. Wraase is also a member of the Financial Executives Institute and the American Institute of Certified Public Accountants.

Also announced today were the election of three new PHI Board members and two other executive changes. The new board members are:

• Jack B. Dunn, IV, Chairman of the Board and Chief Executive Officer of FTI Consulting, Inc., a multi-disciplined consulting firm with practices in the areas of financial restructuring, litigation consulting and engineering and scientific investigation.
• Frank K. Ross, retired managing partner for the mid-Atlantic Audit and Risk Advisory Services Practice and managing partner of the Washington, D.C. offices of the accounting firm KPMG LLP.
• William T. Torgerson, Vice Chairman and General Counsel, PHI. Prior to joining Pepco in 1982, 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 in 2002 and Vice Chairman in 2003. He currently oversees, in addition to legal affairs, PHI's other external activities including Government and Corporate Affairs and Corporate Communications.

Said Wraase, "These three individuals bring a wealth of experience and insight to PHI's Board. I am pleased to be working with them and the other talented members of our Board of Directors."

Other executive changes are:

• Joseph M. Rigby, Senior Vice President and Chief Financial Officer, PHI. Rigby was previously President, Conectiv Power Delivery. He joined Atlantic City Electric in 1979, and held various management positions including accounting, financial services and treasury operations. Rigby earned a bachelor's degree in accounting from Rutgers University and a master in business administration degree from Monmouth University. He is a licensed Certified Public Accountant in New Jersey. In his new role, Rigby will be responsible for all PHI financial activity including investor relations.
• Andrew W. Williams, Senior Vice President and Chief Risk Officer, PHI. Williams was previously Senior Vice President and Chief Financial Officer of the company. He joined Pepco in 1980 and has served in various executive capacities including rate and economic analysis, energy policy, transmission and marketing. He holds a bachelor of science degree in nuclear engineering from North Carolina State University and a master of business administration from Loyola College of Baltimore. In his new role he will be responsible for integrating risk assessment into strategic planning and ensuring appropriate mitigation is in place for all potential risks. This is a newly created position at PHI; it is considered a best practice and reflects the company's enhanced focus on corporate governance.

Pepco Holdings, Inc. is a diversified energy company with headquarters in Washington, D.C. Its principal operations consist of Pepco and Conectiv Power Delivery, which deliver 50,000 gigawatt-hours of power to more than 1.7 million customers in Washington, Delaware, Maryland, New Jersey and Virginia. PHI engages in regulated utility operations by delivering electricity and natural gas, and provides competitive energy and energy products and services to residential and commercial customers.

Forward-Looking Statements: Except for historical statements and discussions, the statements in this news release constitute "forward-looking statements" within the meaning of federal securities law. These statements contain management's beliefs based on information currently available to management and on various assumptions concerning future events. Forward- looking statements are not a guarantee of future performance or events. They are subject to a number of uncertainties and other factors, many of which are outside the company's control. Factors that could cause actual results to differ materially from those in the forward-looking statements herein include general economic, business and financing conditions; availability and cost of capital; changes in laws, regulations or regulatory policies; weather conditions; competition; governmental actions; and other presently unknown or unforeseen factors. These uncertainties and factors could cause actual results to differ materially from such statements. PHI disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This information is presented solely to provide additional information to further understand the results and prospects of PHI.

SOURCE Pepco Holdings, Inc.

CONTACT:
Media:
Debbi Jarvis
+1-202-872-2680
or
Investors:
Ernie Bourscheid
+1-202-872-2797
both of Pepco Holdings, Inc.
Web site: http://www.pepco.com
(POM)