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AGREEMENT AND GENERAL
RELEASE OF CLAIMS
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This Agreement and General Release of Claims (the
"Agreement") is made this 27 th day of March, 2006
between Pepco Holdings Inc., including, unless the context clearly
otherwise requires, its subsidiaries and affiliates (together,
"PHI" or the "Company") and Dr. Eddie R. Mayberry ("Dr.
Mayberry").
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WHEREAS, during discussions with Dr. Mayberry, he
has indicated that he desires to terminate his employment with and
retire from the Company effective April 1, 2006;
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WHEREAS, Dr. Mayberry entered into an Employment
Agreement with the Company as of August 1, 2002 for a three year
period, which Employment Agreement was automatically extended for
an additional three year period (the "Employment
Agreement");
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WHEREAS, the parties have agreed that Dr. Mayberry
termination of employment effective April 1, 2006 shall constitute
a termination other than for Cause under the Employment
Agreement;
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NOW, THEREFORE, in consideration of the mutual
promises set forth below, and intending to be legally bound, the
parties hereto agree as follows:
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1.
Dr. Mayberry shall retire from the Company on April
1, 2006 under the terms of the tax-qualified retirement plan
generally applicable to Pepco heritage employees. It is understood
that this is an amicable separation, and any oral or written
communications made by Dr. Mayberry and PHI shall be consistent
with an amicable separation. During the period between the date of
this Agreement and the termination of Dr. Mayberry' employment, the
Company shall continue to employ Dr. Mayberry under the following
terms and conditions:
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a.
Dr. Mayberry shall remain an officer of Pepco
Holdings, Inc.;
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b.
The Company shall not reduce Dr. Mayberry' annual
salary, incentives, and benefits prior to his
retirement;
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c.
For his part, Dr. Mayberry agrees to devote
substantially all his time and attention to the matters for which
he is suited by training and experience reasonably assigned to him
by Dennis R. Wraase, PHI Chairman of the Board and President;
and
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