EX-24 14 ex24-02.htm PEPCO POWER OF ATTORNEY Exhibit 24.02 - Pepco Power of Attorney

Exhibit 24.02

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of POTOMAC ELECTRIC POWER COMPANY, a District of Columbia and Virginia corporation, (the "Company") hereby constitute and appoint Dennis R. Wraase, William T. Torgerson, Joseph M. Rigby, Anthony J. Kamerick, Ellen Sheriff Rogers and Karen G. Almquist and each of them, their true and lawful attorneys and agents with full power and authority, in their names and on their behalf, to do any and all acts and things and to execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended (the "Act"), the Securities Exchange Act of 1934, as amended, and the rules, regulations and requirements of the Securities and Exchange Commission thereunder, and to comply with the securities laws of any state of the United States or any other jurisdiction, in connection with a Registration Statement on Form S-3 to be filed under the Act for the public offering and sale of debt securities, including specifically, but without limiting the generality of the foregoing, power and authority to sign the names of the undersigned directors and officers, in the respective capacities indicated below, to said Registration Statement and to any instruments or documents filed as a part of or in connection with said Registration Statement or amendment thereto; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

      IN WITNESS WHEREOF, each of the undersigned has subscribed, or caused to be subscribed, these presents this 23rd day of August, 2007.

Signatures


Principal Executive Officer:


  /s/ T. S. SHAW                            
Thomas S. Shaw
President, Chief Executive Officer and Director


Principal Financial Officer:


  /s/ J. M. RIGBY                            
Joseph M. Rigby
Senior Vice President, Chief Financial Officer and Director


Principal Accounting Officer:


  /s/ R. K. CLARK                           
Ronald K. Clark
Vice President and Controller


Chairman and Director


  /s/ D. R. WRAASE                        
Dennis R. Wraase


Director


  /s/ W. T. TORGERSON                 
William T. Torgerson


Director


  /s/ WILLIAM M. GAUSMAN                    
William M. Ga
usman


Director


  /s/ MICHAEL J. SULLIVAN                     
Michael J. Sullivan


Director


  /s/ S. A. WISNIEWSKI                              
Stanley A. Wisniewski