2004 Committee Charter : POM

CORPORATE GOVERNANCE/NOMINATING COMMITTEE CHARTER

Committee Purpose

The Corporate Governance/Nominating Committee's (the "Committee") purpose shall be to identify individuals qualified to become Board members, consistent with the criteria approved by the Board, and to select, or to recommend that the Board select, the director nominees for the next annual meeting of shareholders; develop and recommend to the Board a set of corporate governance principles applicable to Pepco Holdings, Inc. (the "Company"), thereby helping to ensure that the Company is properly managed to protect and enhance shareholder value and to meet the Company's obligations to shareholders, to its customers, to the industry and to the law.


Committee Composition and Operation

The Committee shall consist of no fewer than three, nor more than seven, directors, none of whom are employees of the Company or any of its affiliates and all of whom are independent as required under the rules promulgated from time to time by the New York Stock Exchange and the Securities and Exchange Commission.

The Board shall have the authority to remove at any time one or more of the members of the Committee, to fill any vacancy that may exist on the Committee or to fill any newly created Committee membership caused by the increase in the size of the Committee.

The Committee shall meet at least twice annually, or more frequently as circumstances require. Each meeting shall include a time of executive session.

The Committee may create one or more sub-Committees to which it may delegate some or all of its authority.

The Committee may make such rules of procedure as it deems necessary or appropriate for its efficient functioning.

Committee Duties and Responsibilities

1. The Committee shall develop and recommend to the Board a set of corporate governance principles applicable to the Company, and shall make recommendations regarding the structure, charter, practices and policies of the Board, including recommending amendments to the Company's Charter and By Laws.

2. The Committee shall assess the Board's performance and effectiveness and ensure that appropriate skill sets are considered when seeking new Board members.

3 .The Committee shall oversee the development of corporate strategy and structure including management development, management succession, management performance criteria, business plans and corporate and government affairs of both the regulated and non regulated entities of the Company.

4. The Committee shall ensure that oversight of technology and systems used in the Company are adequate to properly run the business and for it to remain competitive.

5. The Committee shall make recommendations to the Board with regard to committee chairmanships and assignments.

6. The Committee shall annually evaluate the Chief Executive Officer's performance in light of the corporate goals and objectives it shall have set, and shall report its appraisal(s) to the Compensation/Human Resources Committee.

7. The Committee shall recommend to the Board candidates (a) for nomination for election as directors by shareholders at the Annual Meeting of Shareholders and (b) for election by the Board for directors if vacancies occur other than at the Annual Meeting of Shareholders. The Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms. Criteria considered by the Committee and which have been approved by the Board shall include, among others, the following: the need for independence of a majority of the Board, as required under the rules promulgated from time to time by the New York Stock Exchange and the Securities and Exchange Commission; potential nominees' experience in relevant industry; the Board's commitment to diversity among Board members; a need for complementary skills among board members; the number of other boards on which a potential nominee serves; desire for continuity; and, highest standards of ethics and integrity.

8. The Committee shall review compensation practices applicable to the Board.

9. The Committee shall conduct an annual evaluation of its performance of its duties.

10. The Committee shall report to the Board at least annually (and more frequently, if the Committee believes its activities merit such reporting) as to the Committee's activities.