NAMED EXECUTIVE OFFICER COMPENSATION DETERMINATIONS 2014 Named Executive Officer Compensation Determinations

Exhibit 10.51

NAMED EXECUTIVE OFFICER COMPENSATION DETERMINATIONS

2014 Named Executive Officer Compensation Determinations

The following is a description of certain compensation decisions made in 2014 by the Pepco Holdings, Inc. (PHI) Board of Directors (the Board) and/or the Compensation/Human Resources Committee of the Board (the Committee) with respect to compensation to be earned or payable in 2014 to (i) persons set forth in the first table below who are identified as named executive officers (each, a Named Executive Officer) in the Summary Compensation Table in PHI’s proxy statement for its 2013 Annual Meeting of Stockholders (the 2013 Proxy Statement), and (ii) one executive officer of PHI who was not identified as a named executive officer in the 2013 Proxy Statement but who is anticipated to be identified as a named executive officer of PHI in PHI’s proxy statement for its 2014 Annual Meeting of Stockholders.

As to each Named Executive Officer listed in the table immediately below, the compensation decisions consisted of (i) the establishment of annual base salary for 2014; (ii) the establishment of the Named Executive Officer’s 2014 annual cash incentive award opportunities under the Amended and Restated Executive Incentive Compensation Plan (the EICP); and (iii) the grant of long-term restricted stock unit (RSU) awards under the Pepco Holdings, Inc. 2012 Long-Term Incentive Plan (the LTIP). In addition, with respect to Joseph M. Rigby, PHI’s Chairman of the Board, President and Chief Executive Officer, the performance goals for a performance-based RSU award pursuant to the terms of his employment agreement were established in February 2014, as discussed below.

As to the executive officer of PHI listed in the table immediately below, the compensation decisions consisted of (i) the establishment of annual base salary for 2014; (ii) the establishment of a 2014 annual cash incentive award opportunity under the EICP; and (iii) the grant of long-term RSU awards under the LTIP.

Amended and Restated Executive Incentive Compensation Plan

Each of the executives listed in the tables above is a participant in the EICP. On February 27, 2014, the Committee established the following performance goals to be used for the determination of 2014 EICP awards for each of the executives named below:

The payment of awards under the EICP to each of these PHI executives is also conditioned upon the achievement by PHI of specified threshold earnings requirements in order for an EICP award to be paid to the executive, regardless of the extent to which the other performance goals may be achieved. The EICP award opportunities discussed in the tables above do not reflect any discretion by the Compensation Committee under the terms of the EICP to increase or reduce an award by up to 30% (subject to compliance with Section 162(m) of the Internal Revenue Code of 1986 (the Code)).

2014 LTIP Awards

The Committee has granted awards of performance-based RSUs and time-based RSUs under the LTIP with respect to the 2014 to 2016 performance/retention cycle. Participants in the LTIP are key employees and officers of PHI and its subsidiaries selected by the Chairman of the Board of PHI and approved by the Committee, as well as non-management directors of PHI, including each of the persons listed in the tables above. Subject to the terms and conditions of each RSU award, each RSU represents a contractual right to receive one share of Common Stock at the end of the restriction or performance period. When a dividend is paid on the Common Stock, the award is credited with additional RSUs equal to the number of RSUs subject to such award multiplied by the per share cash dividend, divided by the then current market price of a share of Common Stock. Additional RSUs credited as dividend equivalents will vest only to the extent the underlying RSUs vest.

Performance-Based RSU Awards

A performance-based RSU award accounts for two-thirds of an executive’s aggregate 2014 equity award under the LTIP. Depending on the extent to which the pre-established performance goal, which is based on PHI’s total shareholder return relative to a PHI-selected group of peer companies (the 2014 Utility Peer Group) over a three-year period beginning on January 1, 2014 and ending on December 31, 2016, has been met, an amount of each award ranging from 25% to 200% of the target number of RSUs (including dividend equivalents credited in the form of additional RSUs) subject to the award may vest. If during the course of the three-year performance period, a significant event occurs, as determined in the discretion of the Committee, which the Committee expects to have a substantial effect on total shareholder return during the period, the Committee may revise such measures, other than with respect to awards to “covered employees” subject to Section 162(m) of the Code. No adjustment shall be made that causes an award to fail to comply with Section 162(m) of the Code. Vesting amounts related to threshold (representing 25% of the target award opportunity), target and maximum (representing 200% of the target award opportunity), with respect to each performance-based award of RSUs for each executive, are shown in the tables above.

Subject to certain exceptions provided for in the LTIP and/or in the award agreement (or, with respect to Mr. Rigby, his employment agreement), performance-based awards are subject to forfeiture if (i) the employment of the executive terminates before the end of the three-year performance period or (ii) the performance goal has not been achieved as of the end of the three-year performance period.

Time-Based RSU Awards

Each executive listed above has received a grant of time-based RSUs, which accounts for one-third of the executive’s aggregate 2014 equity award under the LTIP. Subject to certain exceptions provided for in the LTIP or in the award agreement (or, with respect to Mr. Rigby, his employment agreement), time-based RSUs are subject to forfeiture if the employment of the executive terminates prior to the third anniversary of the date of grant.

Performance-Based RSU Awards Pursuant to Employment Agreements

Mr. Rigby

Pursuant to the terms of his employment agreement with PHI, Mr. Rigby is entitled to receive a series of three annual performance-based awards of 36,945 RSUs, each granted under the LTIP, over the three-year term of his employment agreement. Each award will have a performance period that begins on January 1 and ends on December 31. Each award will vest if Mr. Rigby remains continuously employed with PHI during the related performance period and to the extent that the Committee determines that the performance goals established for that performance period have been met. The performance goals for each award are established on or as soon as practicable after the beginning of each performance period, but no later than 90 days after such date. The performance goals established by the Committee in February 2014 with respect to Mr. Rigby’s 2014 performance-based award under his employment agreement are as follows:

Mr. Fitzgerald

Pursuant to the terms of his employment agreement with PHI, Mr. Fitzgerald is entitled to receive a series of three annual performance-based awards, each granted under the LTIP, over the three-year term of his employment agreement. Each award will have a performance period that begins on January 1 and ends on December 31. The awards will consist of a number of RSUs to be determined by dividing $166,666.67 by the closing price of a share of Common Stock on the last trading day immediately preceding the first day of the performance period. These awards will vest if Mr. Fitzgerald remains continuously employed with PHI during each annual performance period and to the extent that the Committee determines that the performance goals established for the performance period covered by the award have been met. The performance goals for each award will be established on or as soon as practicable after the beginning of each performance period, but no later than 90 days after such date, from among the performance criteria set forth in the LTIP.