Exhibit 10.1

WGL HOLDINGS, INC. and WASHINGTON
LIGHT GAS COMPANY
CHANGE IN CONTROL SEVERANCE PLAN FOR
CERTAIN EXECUTIVES

TABLE OF CONTENTS

								Page
ARTICLE 1				BACKGROUND, PURPOSE AND TERM OF PLAN					1
		1.1				Purpose of the Plan			1
		1.2				Term of the Plan			1
ARTICLE 2				DEFINITIONS					2
		2.1				“Affiliate Company”			2
		2.2				“Annual Bonus”			2
		2.3				“Base Salary			2
		2.4				“Board”			2
		2.5				“Cause”			2
		2.6				“Change in Control”			2
		2.7				“Change in Control Termination”			2
		2.8				“COBRA”			2
		2.9				“Code”			2
		2.10				“Committee”			3
		2.11				“Company”			3
		2.12				“Effective Date”			3
		2.13				“Eligible Employee”			3
		2.14				“Employee”			3
		2.15				“Employer”			3
		2.16				“ERISA”			3
		2.17				“Good Reason Resignation”			3
		2.18				“Involuntary Termination”			4
		2.19				“Participant”			4
		2.20				“Permanent Disability”			4
		2.21				“Plan”			4
		2.22				“Plan Administrator”			4
		2.23				“Release”			4
		2.24				“Severance Benefit”			4
		2.25				“Specified Employee”			5
		2.26				“Successor”			5

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TABLE OF CONTENTS
(continued)

								Page
		2.27				“Termination Date”			5
		2.28				“Voluntary Resignation”			5
ARTICLE 3				PARTICIPATION AND ELIGIBILITY FOR BENEFITS					6
		3.1				Participation			6
		3.2				Conditions			6
ARTICLE 4				DETERMINATION OF SEVERANCE BENEFITS					8
		4.1				Amount of Severance Benefits Upon Involuntary Termination and Good Reason Resignation			8
		4.2				Voluntary Resignation; Termination for Death or Permanent Disability			9
		4.3				Termination for Cause			9
		4.4				Reduction of Severance Benefits			9
		4.5				Additional Benefits			9
		4.6				Legal Expense Reimbursement			10
ARTICLE 5				METHOD, DURATION AND LIMITATION OF SEVERANCE BENEFIT PAYMENTS					11
		5.1				Method of Payment			11
		5.2				Other Arrangements			11
		5.3				Termination of Eligibility for Benefits			11
ARTICLE 6				CONFIDENTIALITY, COVENANT NOT TO COMPETE AND NOT TO SOLICIT					13
		6.1				Post-Employment Restrictions			13
		6.2				Equitable Relief			13
		6.3				Survival of Provisions			14
ARTICLE 7				THE PLAN ADMINISTRATOR					15
		7.1				Authority and Duties			15
		7.2				Compensation of the Plan Administrator			15
		7.3				Records, Reporting and Disclosure			15
ARTICLE 8				AMENDMENT, TERMINATION AND DURATION					16
		8.1				Amendment, Suspension and Termination			16
		8.2				Duration			16

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TABLE OF CONTENTS
(continued)

								Page
ARTICLE 9				DUTIES OF THE COMPANY, THE COMMITTEE, AND THE PLAN ADMINISTRATOR					17
		9.1				Records			17
		9.2				Payment			17
		9.3				Discretion			17
ARTICLE 10				CLAIMS PROCEDURES					18
		10.1				Claim			18
		10.2				Initial Claim			18
		10.3				Appeals of Denied Administrative Claims			18
		10.4				Appointment of the Named Appeals Fiduciary			18
ARTICLE 11				MISCELLANEOUS					20
		11.1				Nonalienation of Benefits			20
		11.2				Notices			20
		11.3				Successors			20
		11.4				Other Payments			20
		11.5				No Contract of Employment			20
		11.6				Severability of Provisions			20
		11.7				Heirs, Assigns, and Personal Representatives			20
		11.8				Headings and Captions			20
		11.9				Gender and Number			21
		11.10				Unfunded Plan			21
		11.11				Payments to Incompetent Persons			21
		11.12				Lost Payees			21
		11.13				Controlling Law			21
SCHEDULE A				EXECUTIVE TIERS					22
SCHEDULE B				MULTIPLIER					23
EXHIBIT 1									24
EXHIBIT 2									25

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TABLE OF CONTENTS
(continued)

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ARTICLE 1

BACKGROUND, PURPOSE AND TERM OF PLAN

1.1 Purpose of the Plan . The purpose of the Plan is to provide a select group of the Company’s management and highly compensated employees with certain compensation and benefits as set forth in the Plan in the event of the Participant’s termination of employment with the Company in connection with to a Change in Control. It is intended that the Plan shall at all times be maintained on an unfunded basis for federal income tax purposes under the Code. The Plan is intended to constitute a plan described under section 201(2) of the ERISA, and, as such, to be exempt from all of the provisions of Parts 2, 3, and 4 of Title I of ERISA.

1.2 Term of the Plan . The Plan shall generally be effective as of the Effective Date. This Plan is intended to supersede any other plan, program, arrangement or agreement providing a Participant with severance or related benefits in the case of a Participant’s Change in Control Termination. The Plan shall continue until terminated pursuant to Article 8 of the Plan.

ARTICLE 2

DEFINITIONS

2.1 “ Affiliate Company ”” shall mean any person or entity that controls, is controlled by or is under common control with the Company. For this purpose, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting shares, by contract or otherwise.

2.2 “ Annual Bonus ” shall mean 100% of the Participant’s target annual incentive bonus for the fiscal year.

2.3 “ Base Salary ” shall mean the Participant’s highest annual base salary rate in effect during the period beginning twelve (12) months immediately preceding a Change in Control and ending on the date of a Change in Control Termination.

2.4 “ Board ” shall mean the Board of Directors of the Company, or any successor thereto.

2.5 “ Cause ” shall mean (1) the willful and continued failure of the Participant to perform substantially his duties with the Company or (other than any such failure from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Participant by the Board or, with respect to officers other than the Chief Executive Officer, by the Chief Executive Officer, which specifically identifies the manner in which the Board believes the Participant has not substantially performed such duties, (2) the willful engaging by the Participant in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of this definition, no act or failure to act shall be considered “willful” unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the action or omission was in the best interests of the Company. An act may be determined to be injurious to the Company even it if causes no monetary injury. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company; (3) engaging in reckless misconduct resulting in material financial or non-financial harm to the Company; or (4) the conviction of, or a guilty or nolo contendere plea to, a crime involving the personal enrichment of the Participant (including but not limited to securities violations).

2.6 “ Change in Control ” shall have the meaning set forth in the WGL Holdings, Inc. and Washington Gas Light Company Change in Control Policy as of the date of the Change in Control, which is incorporated herein by reference, and a copy of which is attached at Exhibit 1.

2.7 “ Change in Control Termination ” shall mean a Participant’s Involuntary Termination or Good Reason Resignation that occurs during the period beginning one year prior to the date of a Change in Control and ending two years after the date of such Change in Control.

2.8 COBRA ” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

2.9 “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

2.10 “ Committee ” shall mean the Human Resources Committee of the Board or such other committee appointed by the Board to assist the Company in making determinations required under the Plan in accordance with its terms. The “Committee” may delegate its authority under the Plan to an individual or another committee.

2.11 “ Company ” shall mean Washington Gas Light Company.

2.12 “ Effective Date ” shall mean December 15, 2006.

2.13 “ Eligible Employee ” shall mean an Employee of the Company or an Affiliate Company who is highly compensated or holds a management position and is selected for participation by the Committee.

2.14 “ Employee ” shall mean an individual employed by the Company.

2.15 “ Employer ” shall mean the Company.

2.16 “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended, and regulations thereunder.

2.17 “ Good Reason Resignation ” shall mean any termination of employment by a Participant that is not initiated by the Company and that is caused by any one or more of the following events which occurs during the period beginning on the date of a Change in Control and ending two years after the date of such Change in Control:

     (1.A) For a Participant who is a Tier 1 Executive under Schedule A of the Plan: Without the Participant’s written consent, assignment to the Participant of any duties inconsistent in any material respect with the Participant’s then current position (including having that position at the most senior resulting entity following the Change in Control), authority, duties or responsibilities, or any other action by the Company which, in the reasonable judgment of the Participant, would cause him to violate his ethical or professional obligations (after written notice of such judgment has been provided by the Participant to the Board’s Human Resources Committee and the Company has been given a 30-day period within which to cure such action), or which results in a significant diminution in such position, authority, duties or responsibilities.

     (1.B) For a Participant who is a Tier 2 Executive under Schedule A of the Plan: Without the Participant’s written consent, assignment to the Participant of any duties inconsistent in any material respect with the Participant’s then current position, duties or responsibilities, or any other action by the Company which, in the reasonable judgment of the Participant, would cause him to violate his ethical or professional obligations (after written notice of such judgment has been provided by the Participant to the Board’s Human Resources Committee and the Company has been given a 30-day period within which to cure such action), or which results in a significant diminution in such position, duties or responsibilities.

     (2) Without the Participant’s written consent, the Participant’s being required to relocate to a principal place of employment that is both more than thirty-five (35) miles from his existing principal place of employment, and farther from Participant’s current residence than his existing principal place of employment.

     (3) Without the Participant’s written consent, the Company materially reduces the Participant’s base salary rate or target bonus opportunity (although the setting of goals that are perceived to be more difficult will not be considered such a reduction), or materially reduces the aggregate value of other incentives and retirement opportunity as determined by a third party consulting firm of international stature based on accepted methodologies for determining such value, or fails to allow the Participant to participate in all welfare benefit plans, incentive, savings and retirement plan, fringe benefit plans and vacation benefits applicable to other senior executives; or

     (4) The Company fails to obtain a satisfactory agreement from any Successor to assume and agree to perform the Company’s obligations to the Participant under this Plan, as contemplated in Section 11.3 herein; provided, that if the Participant remains in employment for more than ninety (90) days following the occurrence of (or, if later, the Participant’s gaining knowledge of) any event set forth in Section 2.17 herein, any subsequent termination of employment by a Participant that is not initiated by the Company shall not constitute a Good Reason Resignation.

2.18 “ Involuntary Termination ” shall mean a termination of the Participant initiated by the Company or an Affiliate Company for any reason other than Cause, Permanent Disability or death, as provided under and subject to the conditions of Article 3.

2.19 “ Participant ” shall mean any Eligible Employee who meets the requirements of Article 3 and thereby becomes eligible for salary continuation and other benefits under the Plan.

2.20 “ Permanent Disability ” Permanent Disability means, to the extent consistent with Code section 409A, a mental or physical condition which constitutes a “Disability” as set forth in the Washington Gas Light Company Employees’ Pension Plan, provided such disability is expected to result in death or can be expected to last for a continuous period of not less than 12 months.

2.21 “ Plan ” means the WGL Holdings, Inc. and Washington Gas Light Company Change in Control Severance Plan for Certain Executives as set forth herein, and as the same may from time to time be amended.

2.22 “ Plan Administrator ” shall mean the individual(s) appointed by the Committee to administer the terms of the Plan as set forth herein and if no individual is appointed by the Committee to serve as the Plan Administrator for the Plan, the Plan Administrator shall be the Company’s Vice President and Chief Financial Officer and Vice President, Human Resources and Organizational Development. Notwithstanding the preceding sentence, in the event the Plan Administrator is entitled to a Severance Benefit under the Plan, the Committee or its delegate shall act as the Plan Administrator for purposes of administering the terms of the Plan with respect to the Plan Administrator. The Plan Administrator may delegate all or any portion of its authority under the Plan to any other person(s).

2.23 “ Release ” shall mean the Separation of Employment Agreement and General Release, as provided by the Company.

2.24 “ Severance Benefit ” shall mean the benefits to which a Participant is entitled to receive under this Plan.

2.25 “ Specified Employee ” shall mean a key employee within the meaning of Code section 416(i) (without regard to paragraph 5 thereof) or as otherwise defined in Code section 409A.

2.26 “ Successor ” shall mean any other corporation or unincorporated entity or group of corporations or unincorporated entities which acquires ownership, directly or indirectly, through merger, consolidation, purchase or otherwise, of all or substantially all of the assets of the Company.

2.27 “ Termination Date ” shall mean the date on which the active employment of the Participant by the Company is severed by reason of an Involuntary Termination or a Good Reason Resignation.

2.28 “ Voluntary Resignation ” shall mean any termination of employment that is not initiated by the Company other than a Good Reason Resignation.

ARTICLE 3

PARTICIPATION AND ELIGIBILITY FOR BENEFITS

3.1 Participation . Each Participant in the Plan who incurs a Change in Control Termination and who satisfies the conditions of Section 3.2 shall be eligible to receive the Severance Benefits described in the Plan.

3.2 Conditions .

     (a) Eligibility for any Severance Benefit is expressly conditioned on (i) execution by the Participant of a Release in the form provided by the Company; (ii) compliance by the Participant with all the terms and conditions of such Release; and (iii) the Participant’s written agreement to the confidentiality and non-solicitation provisions in Article 6 after the Participant’s employment with the Company. If the Plan Administrator determines, in its sole discretion, that the Participant is not eligible for or has not fully complied with any of the terms of the Plan, the Plan Administrator may deny Severance Benefits not yet in pay status or discontinue the payment of the Participant’s Severance Benefit and may require the Participant, by providing written notice of such repayment obligation to the Participant, to repay any portion of the Severance Benefit already received under the Plan. If the Plan Administrator notifies a Participant that repayment of all or any portion of the Severance Benefit received under the Plan is required, such amounts shall be repaid within thirty (30) calendar days of the date the written notice is sent. Any remedy under this subsection (a) shall be in addition to, and not in place of, any other remedy, including injunctive relief, that the Company may have.

     (b) A Participant will not be eligible to receive Severance Benefits under any of the following circumstances:

          (1) The Participant’s Voluntary Resignation;

          (2) The Participant resigns employment (other than a Good Reason Resignation) before the job-end date specified by the Company or while the Company still desires the Participant’s services;

          (3) The Participant’s employment is terminated for Cause;

          (4) The Participant voluntarily retires (other than a Good Reason Resignation);

          

6

          (5) The Participant’s employment is terminated due to the Participant’s death or Permanent Disability;

          (6) The Participant does not return to work within six (6) months of the onset of an approved leave of absence, other than a personal or military leave and/or as otherwise required by applicable statute;

          (7) The Participant does not return to work within three (3) months of the onset of an educational leave of absence;

          (8) The Participant continues in employment with the Company for more than ninety (90) days following the occurrence of an event or events that would permit a Good Reason Resignation; or

          (9) The Participant’s employment with the Company terminates as a result of a Change in Control and the Participant accepts employment, or has the opportunity to continue employment, with a Successor (other than under terms and conditions which would permit a Good Reason Resignation).

     (c) The Plan Administrator has the sole discretion to determine a Participant’s eligibility to receive Severance Benefits.

     (d) A Participant returning from approved military leave during the period beginning one year before a Change in Control and ending two years after a Change in Control will be eligible for Severance Benefits if: (i) he is eligible for reemployment under the provisions of the Uniformed Services Employment and Reemployment Rights Act (USERRA); (ii) his pre-military leave job is eliminated; and (iii) the Employer’s circumstances are changed so as to make reemployment in another position impossible or unreasonable, or re-employment would create an undue hardship for the Employer. If the Participant returning from military leave qualifies for Severance Benefits, his Severance Benefits will be calculated as if he had remained continuously employed from the date he began his military leave. The Participant must also satisfy any other relevant conditions for payment or repayment, including execution of a Release.

ARTICLE 4

DETERMINATION OF SEVERANCE BENEFITS

4.1 Amount of Severance Benefits Upon Involuntary Termination and Good Reason Resignation . The Severance Benefit to be provided to an Participant who incurs a Change in Control Termination and is determined to be eligible for Severance Benefits shall be as follows:

     (a)  Salary Replacement Benefits . Salary Replacement Benefits shall be the aggregate of:

(1) The sum of (i) Participant’s Base Salary through his termination date to the extent not theretofore paid; (ii) the product of the Participants Annual Bonus in the fiscal year that includes the Participant’s Termination Date and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Participant’s Termination Date, and the denominator of which is 365, and (3) any accrued vacation pay, to the extent not theretofore paid; and

(2) an amount equal to the product of (x) the sum of (i) the Participant’s Base Salary plus (ii) the Participant’s Annual Bonus, and (y) the multiplier applicable to the Participant set forth under Schedule B to the Plan.

     (b)  Medical and Dental Replacement Benefits .

          (1) The Participant shall continue to be eligible to participate in the medical, dental coverage in effect at the date of his or her Termination Date (or generally comparable coverage) for himself or herself and, where applicable, his or her spouse and dependents, as the same may be changed from time to time for employees of the Company generally, as if Participant had continued in employment during the period described in Section 4908B(f) of the Code (the “COBRA Continuation Coverage Period”). The Company shall be responsible for the payment of the employee portion of the medical and dental contributions that are required during the COBRA Continuation Period, or if a lesser period, for the number of months remaining in the period of years equal to the multiplier applicable to the Participant set forth under Schedule B to the Plan (the “Multiplier Period”). Any payment under this paragraph that is includible in the Participant’s gross income shall be increased by an additional amount equal to the Federal income tax applicable to such payment determined by applying the highest marginal Federal tax rate in effect at the payment date.

          (2) To the extent that the COBRA Continuation Period is shorter than Multiplier Period, the Company will pay to the Participant an amount equal to 102% of the Company’s cost of providing the Participant (and where applicable under the terms of coverage at the Termination Date, his spouse and dependents) coverage to that provided under the Company’s medical and dental plans for the period of time between the end of the COBRA Continuation Coverage Period and end of the Multiplier Period. Any payment under this paragraph shall be increased by an additional amount equal to the Federal income tax applicable to such payment determined by applying the highest marginal Federal tax rate in effect at the payment date.

     (c)  2005 SERP Credit . The Company shall credit the Participant with up to an additional number of years of benefit service (but shall not credit such additional years in determining the Participant’s age) under the 2005 SERP, which number of years shall be equal to the multiplier applicable to such Participant under Schedule B, but in no event shall such additional years of benefit service, when added to the Participant’s years of benefit service under the 2005 SERP, exceed the maximum under the 2005 SERP;

     (d)  Outplacement Service . The Company shall, at its sole expense as incurred, provide the Participant with up to $25,000 in outplacements services, the scope and provider of which shall be selected by the Participant; provided such outplacement services shall not be paid by the Company if incurred more that twelve (12) months after the Participant’s Termination Date.

     (e)  Other Amounts . To the extent not theretofore paid of provided, the Company shall timely pay or provide the Participant with any other amounts or benefits required to be paid or provided or which the Participant is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company.

4.2 Voluntary Resignation; Termination for Death or Permanent Disability . If the Participant’s employment terminates on account of (i) the Participant’s Voluntary Resignation, (ii) retirement, (iii) death, or (iv) Permanent Disability, then the Participant shall not be entitled to receive Severance Benefits under this Plan and shall be entitled only to those benefits (if any) as may be available under the Company’s then-existing benefit plans and policies at the time of such termination.

4.3 Termination for Cause . If any Participant’s employment terminates on account of termination by the Company for Cause, the Participant shall not be entitled to receive Severance Benefits under this Plan and shall be entitled only to those benefits that are legally required to be provided to the Participant. Notwithstanding any other provision of the Plan to the contrary, if the Plan Administrator determines that a Participant has engaged in conduct that constitutes Cause at any time prior to the Participant’s Termination Date, any entitlement to a Severance Benefit payable to the Participant under Section 4.1 of the Plan shall immediately cease. The Company may withhold paying Severance Benefits under the Plan pending resolution of an inquiry that could lead to a finding resulting in Cause. If the Company has offset other payments owed to the Participant under any other plan or program, it may, in its sole discretion, waive its repayment right solely with respect to the amount of the offset so credited.

4.4 Reduction of Severance Benefits . The Plan Administrator reserves the right to make deductions in accordance with applicable law for any monies owed to the Company by the Participant or the value of Company property that the Participant has retained in his possession.

4.5 Additional Benefits .

     (a) Anything in this Plan to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of a Participant (whether paid or provided pursuant to the terms of this Plan or otherwise) (a “Payment”) would exceed the limit for deductible payments under Code section 280G by 10% or more, the Participant shall be entitled to receive an additional payment (“Gross-up Payment”). The Gross-

up Payment shall be an amount such that, after payment by the Participant of (i) all income taxes, including, any interest and penalties imposed with respect thereto, and (ii) the excise tax imposed by Code section 4999 and any interest or penalties with respect thereto (such excise tax, together with any interest and penalties, collectively “Excise Tax”) imposed upon the Gross-up Payment, the Participant retains an amount of the Gross-up Payment equal to the Excise Tax imposed upon the Payment.

     (b) Anything in this Plan to the contrary notwithstanding, in the event it shall be determined that any Payment or distribution by the Company to or for the benefit of a Participant would exceed the limit for deductible payments under Code Section 280G by less than 10%, then the aggregate present value of the benefits provided to the Participant pursuant to the rights granted under this Plan (such benefits are hereinafter referred to as “Plan Payments”) shall be reduced to the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Plan Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code. For purposes of this Section 4.5(b), present value shall be determined in accordance with Section 280G(d)(4) of the Code. If Plan Payments are to be reduced, the Participant shall determine which Plan Payments shall be reduced to comply with this Section 4.5(b).

     (c) All determinations required to be made under Section 4.5(a) shall be made by the accounting firm (or other company whose regular business includes the performance of such calculations) that the Company selects (the “Determining Firm”), which shall provide detailed supporting calculations both to the Company and the Participant as soon as practicable after the participant’s Termination Date. Any such determination by the Determining Firm shall be binding upon the Company and the Participant.

     (d) All payments due under section 4.5(a) shall be made by the Company in a lump sum within five (5) business days of the determination by the Determining Firm, in accordance with the terms of section 5.1. Notwithstanding anything in Plan to the contrary, to the extent required for compliance with Code section 409A, payment of Severance Benefits to a Participant who is a Specified Employee shall not be paid before the date that is six months from his Termination Date (or date of death if earlier). In no event will interest be credited on the unpaid balance for which a Participant may become eligible.

4.6 Legal Expense Reimbursement . Anything in this Plan to the contrary notwithstanding, in the event that a Participant litigates any denial of benefits under this Plan and a court enters a final order requiring the Plan to pay benefits, then the Company will reimburse the Participant for his or her legal expenses associated with this litigation, provided that the lifetime aggregate maximum legal expense reimbursement for any Participant under the Plan shall be $150,000.00. Payment of any legal expense reimbursement shall be made to the Participant on the first business day of the month next following the Company’s receipt of notification of the final court order and evidence, satisfactory to the Company, of the Participant’s legal expenses eligible for reimbursement under this Section 4.6.

ARTICLE 5

METHOD, DURATION AND LIMITATION OF SEVERANCE BENEFIT PAYMENTS

5.1 Method of Payment . The cash Severance Benefits to which a Participant is entitled, as determined pursuant to Article 4, shall be paid in a single lump sum payment. Payment shall be made by mailing to the last address provided by the Participant to the Company or such other reasonable method as determined by the Plan Administrator. In general, the payment shall be made as promptly as practicable after the Participant’s Termination Date, the execution of the Release required under Section 3.2, and the expiration of the required revocation period specified in the Release. All payments of Severance Benefits are subject to applicable federal, state and local taxes and withholdings. In the event of the Participant’s death prior to payment being made, the amount of such payment shall be paid to the Participant’s estate. Notwithstanding the preceding, to the extent required for compliance with Code section 409A, payment of Severance Benefits to a Participant who is a Specified Employee shall not be paid before the date that is six months from his Termination Date (or date of death if earlier). In no event will interest be credited on the unpaid balance for which a Participant may become eligible.

5.2 Other Arrangements . The Severance Benefits under this Plan are not additive or cumulative to severance or termination benefits that a Participant might also be entitled to receive under the terms of a written employment agreement, a severance agreement or any other arrangement with the Company, including, without limitation, the Executive Severance Plan. As a condition of participating in the Plan, the Participant must expressly agree that this Plan supersedes all prior plans or agreements providing for severance benefits upon a Change in Control Termination, other than benefits (i) specified in the WGL Holdings, Inc. and Washington Gas Light Company Change in Control Policy, or (ii) provided under an Award granted under the WGL Holdings, Inc. 1999 Incentive Compensation Plan prior to the Effective Date of this Plan, and sets forth the entire Severance Benefit the Participant is entitled to while a Participant in the Plan. The provisions of this Plan may provide for payments to the Participant under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof. It is the specific intention of the Company that the provisions of this Plan shall supersede any provisions to the contrary in such plans, to the extent permitted by applicable law, and such plans shall be deemed to be have been amended to correspond with this Plan without further action by the Company or the Board.

5.3 Termination of Eligibility for Benefits .

     (a) All Participants shall cease to be eligible to participate in the Plan, and all Severance Benefit payments shall cease upon the occurrence of the earlier of:

          (1) Subject to Article 8, termination or modification of the Plan; or

          (2) Completion of payment to the Participant of the Severance Benefit for which the Participant is eligible under Article 4.

     (b) Notwithstanding anything herein to the contrary, the Company shall have the right to cease all Severance Benefit payments and to recover payments previously made to the Participant should the Participant at any time breach the Participant’s undertakings under the terms of the Plan, the Release the Participant executed to obtain the Severance Benefits under the Plan or the confidentiality and non-solicitation provisions of Article 6.

ARTICLE 6

CONFIDENTIALITY, COVENANT NOT TO COMPETE AND NOT TO SOLICIT

6.1 Post-Employment Restrictions . All Severance Benefits payable under this Plan are subject to the Participant’s compliance with the Company’s Post-Employment Restriction Policy as of the date of the Change in Control, which is incorporated herein by reference, and a copy of which is attached as Exhibit 2.

6.2 Equitable Relief .

     (a) By participating in the Plan, the Participant acknowledges that the restrictions contained in the Post-Employment Restriction Policy are reasonable and necessary to protect the legitimate interests of the Company, that the Company would not have established this Plan in the absence of such restrictions, and that any violation of any provision of this Article will result in irreparable injury to the Company. By agreeing to participate in the Plan, the Participant represents that his experience and capabilities are such that the restrictions of the Post-Employment Restriction Policy will not prevent the Participant from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case. The Participant further represents and acknowledges that (i) he or she has been advised by the Company to consult his own legal counsel in respect of this Plan, and (ii) that he or she has had full opportunity, prior to agreeing to participate in this Plan, to review thoroughly this Plan with his counsel.

     (b) The Participant agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Article 6, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. In the event that any of the provisions of this Article 6 should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law.

     (c) The Participant irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of this Article 6, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in the United States District Court for the District of Columbia, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in the District of Columbia or the Commonwealth of Virginia, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, (iii) waives any objection which Participant may have to the laying of venue of any such suit, action or proceeding in any such court, and (iv) agrees to waive any right to a jury trial. Participant also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 11.2.

6.3 Survival of Provisions . The obligations contained in this Article 6 shall survive the termination of Participant’s employment with the Company and shall be fully enforceable thereafter.

ARTICLE 7

THE PLAN ADMINISTRATOR

7.1 Authority and Duties . It shall be the duty of the Plan Administrator, on the basis of information supplied to it by the Company and the Committee, to properly administer the Plan. The Plan Administrator shall have the full power, authority and discretion to construe, interpret and administer the Plan, to make factual determinations, to correct deficiencies therein, and to supply omissions. All decisions, actions and interpretations of the Plan Administrator shall be final, binding and conclusive upon the parties, subject only to determinations by the Named Appeals Fiduciary (as defined in Section 10.4), with respect to denied claims for Severance Benefits. The Plan Administrator may adopt such rules and regulations and may make such decisions as it deems necessary or desirable for the proper administration of the Plan.

7.2 Compensation of the Plan Administrator . The Plan Administrator shall receive no compensation for services as such. However, all reasonable expenses of the Plan Administrator shall be paid or reimbursed by the Company upon proper documentation. The Plan Administrator shall be indemnified by the Company against personal liability for actions taken in good faith in the discharge of the Plan Administrator’s duties.

7.3 Records, Reporting and Disclosure . The Plan Administrator shall keep a copy of all records relating to the payment of Severance Benefits to Participants and former Participants and all other records necessary for the proper operation of the Plan. All Plan records shall be made available to the Committee, the Company and to each Participant for examination during business hours except that a Participant shall examine only such records as pertain exclusively to the examining Participant and to the Plan. The Plan Administrator shall prepare and shall file as required by law or regulation all reports, forms, documents and other items required by ERISA, the Code, and every other relevant statute, each as amended, and all regulations thereunder (except that the Company, as payor of the Severance Benefits, shall prepare and distribute to the proper recipients all forms relating to withholding of income or wage taxes, Social Security taxes, and other amounts that may be similarly reportable).

ARTICLE 8

AMENDMENT, TERMINATION AND DURATION

8.1 Amendment, Suspension and Termination . Except as otherwise provided in this Section 8.1, the Board or its delegee shall have the right, at any time and from time to time, to amend, suspend or terminate the Plan in whole or in part, for any reason or without reason, and without either the consent of or the prior notification to any Participant, by a formal written action. No such amendment shall give the Company the right to recover any amount paid to a Participant prior to the date of such amendment or to cause the cessation of any Severance Benefit already approved for a Participant who has executed a Release as required under Section 3.2. Notwithstanding the foregoing, no Plan amendment that reduces any Severance Benefit payable under this Plan, and no Plan termination or suspension shall be effective for a period beginning one year prior to a Change in Control and ending two years after a Change in Control. In addition, no Participant may be removed as a Participant during such period with respect to any Severance Benefit payable with respect to that Change in Control, although a Participant may be removed during such period with respect to a subsequent Change in Control.

8.2 Duration . The Plan shall continue in full force and effect until termination of the Plan pursuant to Section 8.1; provided, however, that after the termination of the Plan, if a Participant’ employment is terminated on account of a Change in Control Termination prior to the termination of the Plan, the Plan shall remain in effect until all of the obligations of the Company hereunder are satisfied with respect to such Participants.

ARTICLE 9

DUTIES OF THE COMPANY, THE COMMITTEE, AND THE PLAN ADMINISTRATOR

9.1 Records . The Company shall supply to the Plan Administrator all records and information necessary to the performance of the Plan Administrator’s duties.

9.2 Payment . Payments of Severance Benefits to Participants shall be made in such amount as determined by the Plan Administrator under Article 4, from the Company’s general assets or from a supplemental unemployment benefits trust, in accordance with the terms of the Plan, as directed by the Committee.

9.3 Discretion . Any decisions, actions or interpretations to be made under the Plan by the Board, the Committee and the Plan Administrator, acting on behalf of either, shall be made in each of their respective sole discretion, not in any fiduciary capacity and need not be uniformly applied to similarly situated individuals and such decisions, actions or interpretations shall be final, binding and conclusive upon all parties. As a condition of participating in the Plan, the Participant acknowledges that all decisions and determinations of the Board, the Committee and the Plan Administrator shall be final and binding on the Participant, his beneficiaries and any other person having or claiming an interest under the Plan on his behalf.

ARTICLE 10
CLAIMS PROCEDURES

10.1 Claim . Each Participant under this Plan may contest only the administration of the Severance Benefits awarded by completing and filing with the Plan Administrator a written request for review in the manner specified by the Plan Administrator. No appeal is permissible as to a Participant’s eligibility for or amount of the Severance Benefit, which are decisions made solely within the discretion of the Company, and the Committee acting on behalf of the Company. No person may bring an action for any alleged wrongful denial of Plan benefits in a court of law unless the claims procedures described in this Article 10 are exhausted and a final determination is made by the Plan Administrator and/or the Named Appeals Fiduciary. If the terminated Participant or interested person challenges a decision by the Plan Administrator and/or Named Appeals Fiduciary, a review by the court of law will be limited to the facts, evidence and issues presented to the Plan Administrator during the claims procedure set forth in this Article 10. Facts and evidence that become known to the terminated Participant or other interested person after having exhausted the claims procedure must be brought to the attention of the Plan Administrator for reconsideration of the claims administrator. Issues not raised with the Plan Administrator and/or Named Appeals Fiduciary will be deemed waived.

10.2 Initial Claim . Before the date on which payment of a Severance Benefit commences, each such application must be supported by such information as the Plan Administrator deems relevant and appropriate. In the event that any claim relating to the administration of Severance Benefits is denied in whole or in part, the terminated Participant or his beneficiary (“claimant”) whose claim has been so denied shall be notified of such denial in writing by the Plan Administrator within ninety (90) days after the receipt of the claim for benefits. This period may be extended an additional ninety (90) days if the Plan Administrator determines such extension is necessary and the Plan Administrator provides notice of extension to the claimant prior to the end of the initial ninety (90) day period. The notice advising of the denial shall specify the following: (i) the reason or reasons for denial, (ii) make specific reference to the Plan provisions on which the determination was based, (iii) describe any additional material or information necessary for the claimant to perfect the claim (explaining why such material or information is needed), and (iv) describe the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on review.

10.3 Appeals of Denied Administrative Claims . All appeals shall be made by the following procedure:

     (a) A claimant whose claim has been denied shall file with the Plan Administrator a notice of appeal of the denial. Such notice shall be filed within sixty (60) calendar days of notification by the Plan Administrator of the denial of a claim, shall be made in writing, and shall set forth all of the facts upon which the appeal is based. Appeals not timely filed shall be barred.

     (b) The Named Appeals Fiduciary shall consider the merits of the claimant’s written presentations, the merits of any facts or evidence in support of the denial of benefits, and such other facts and circumstances as the Named Appeals Fiduciary shall deem relevant.

     (c) The Named Appeals Fiduciary shall render a determination upon the appealed claim which determination shall be accompanied by a written statement as to the reasons therefore. The determination shall be made to the claimant within sixty (60) days of the claimant’s request for review, unless the Names Appeals Fiduciary determines that special circumstances requires an extension of time for processing the claim. In such case, the Named Appeals Fiduciary shall notify the claimant of the need for an extension of time to render its decision prior to the end of the initial sixty (60) day period, and the Named Appeals Fiduciary shall have an additional sixty (60) day period to make its determination. The determination so rendered shall be binding upon all parties. If the determination is adverse to the claimant, the notice shall provide (i) the reason or reasons for denial, (ii) make specific reference to the Plan provisions on which the determination was based, (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to a the claimant’s claim for benefits, and (iv) state that the claimant has the right to bring an action under section 502(a) of ERISA.

10.4 Appointment of the Named Appeals Fiduciary . The Named Appeals Fiduciary shall be the person or persons named as such by the Board or Committee, or, if no such person or persons be named, then the person or persons named by the Plan Administrator as the Named Appeals Fiduciary. Named Appeals Fiduciaries may at any time be removed by the Board or Committee, and any Named Appeals Fiduciary named by the Plan Administrator may be removed by the Plan Administrator. All such removals may be with or without cause and shall be effective on the date stated in the notice of removal. The Named Appeals Fiduciary shall be a “Named Fiduciary” within the meaning of ERISA, and unless appointed to other fiduciary responsibilities, shall have no authority, responsibility, or liability with respect to any matter other than the proper discharge of the functions of the Named Appeals Fiduciary as set forth herein.

ARTICLE 11

MISCELLANEOUS

11.1 Nonalienation of Benefits . None of the payments, benefits or rights of any Participant shall be subject to any claim of any creditor of any Participant, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachment, garnishment (if permitted under applicable law), trustee’s process, or any other legal or equitable process available to any creditor of such Participant. No Participant shall have the right to alienate, anticipate, commute, plead, encumber or assign any of the benefits or payments that he may expect to receive, continently or otherwise, under this Plan, except for the designation of a beneficiary as set forth in Section 5.1.

11.2 Notices . All notices and other communications required hereunder shall be in writing and shall be delivered personally or mailed by registered or certified mail, return receipt requested, or by overnight express courier service. In the case of the Participant, mailed notices shall be addressed to him or her at the home address which he or she most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to the Plan Administrator.

11.3 Successors . Any Successor shall assume the obligations under this Plan and expressly agree to perform the obligations under this Plan.

11.4 Other Payments . Except as otherwise provided in this Plan, no Participant shall be entitled to any cash payments or other severance benefits under any of the Company’s then current severance pay policies for a termination that is covered by this Plan for the Participant.

11.5 No Contract of Employment . Neither the establishment of the Plan, nor any modification thereof, nor the creation of any fund, trust or account, nor the payment of any benefits shall be construed as giving any Participant or any person whosoever, the right to be retained in the service of the Company, and all Participants shall remain subject to discharge to the same extent as if the Plan had never been adopted.

11.6 Severability of Provisions . If any provision of this Plan shall be held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect any other provisions hereof, and this Plan shall be construed and enforced as if such provisions had not been included.

11.7 Heirs, Assigns, and Personal Representatives . This Plan shall be binding upon the heirs, executors, administrators, successors and assigns of the parties, including each Participant, present and future.

11.8 Headings and Captions . The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

11.9 Gender and Number . Where the context admits: words in any gender shall include any other gender, and, except where otherwise clearly indicated by context, the singular shall include the plural, and vice-versa.

11.10 Unfunded Plan . The Plan shall not be funded. No Participant shall have any right to, or interest in, any assets of the Company that may be applied by the Company to the payment of Severance Benefits.

11.11 Payments to Incompetent Persons . Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receipting therefore shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Company, the Committee and all other parties with respect thereto.

11.12 Lost Payees . A benefit shall be deemed forfeited if the Plan Administrator is unable to locate a Participant to whom a Severance Benefit is due. Such Severance Benefit shall be reinstated if application is made by the Participant for the forfeited Severance Benefit while this Plan is in operation.

11.13 Controlling Law . This Plan shall be construed and enforced according to the laws of the Commonwealth of Virginia to the extent not superseded by Federal law.

SCHEDULE A

Executive Tiers

Tier 1

Tier 2

SCHEDULE B

MULTIPLIER

		Multiplier
		3 X
		2 X

EXHIBIT 1

WGL Holdings, Inc. and Washington Gas Light Company
Change In Control Policy

I.		Purpose. The Change in Control Policy will define a Change in Control for purposes of determining when Change in Control actions occur under the various WGL Holdings, Inc./Washington Gas Light Company benefit plans. Establishing this policy is intended to facilitate the Policy administrator’s review and modification, if and as desired, to the definition of a Change in Control, and to ensure consistency in such definition with respect to all plans and programs that accelerate vesting or otherwise provide for payments triggered by a Change in Control.
II.		Effective Date. This Change in Control Policy is effective December 15, 2006.
III.		Application.

A.

The policy will apply to the following plans and arrangements:

	1.		The Washington Gas Light Company 2005 Supplemental Executive Retirement Plan
	2.		The Washington Gas Light Company Executive Severance Plan
	3.		The WGL Holdings, Inc. Omnibus Incentive Compensation Plan (for new awards)
	4.		Any future plans or arrangements established with a Change in Control vesting trigger.

B.

The effect of a Change in Control on the current plans and arrangements is as follows:

	1.		The Washington Gas Light Company 2005 Supplemental Executive Retirement Plan – full and immediate vesting upon a Change in Control
	2.		The Washington Gas Light Company Change in Control Severance Plan for Certain Executives– triggers payment of Change in Control benefits for involuntary termination or voluntary termination with good reason
	3.		The WGL Holdings, Inc. Omnibus Incentive Compensation Plan - unless otherwise provided by the Committee in award agreements

a.

Stock Options granted on or after December 15, 2006:

(i)

50% of each grant of unvested options will fully vest

(ii)

50% of each grant of unvested options will vest according to terms of option agreement:

(a)

if WGL is surviving entity and publicly traded (NYSE or NASDAQ)

	(1)		full vesting if option holder is terminated
	(2)		continue current vesting if no termination of employment

(b)

if WGL is not surviving entity or not publicly traded – full vesting (and conversion to acquiror stock, or if not possible, cash out of option spread)

	b.		Stock Options granted prior to December 15, 2006 shall be governed by their terms.
	c.		Performance stock awards granted on or after December 15, 2006:

	(i)		50% of each grant of performance stock will fully vest upon a Change in Control
	(ii)		50% of each grant of performance stock will vest according to terms of award:

(a)

if WGL is surviving entity and publicly traded (NYSE or NASDAQ)

	(1)		full cash out at target performance if employee is terminated
	(2)		full cash out at performance if plan is terminated and awards are not replaced with equitable arrangement
	(3)		vesting continues under current award if plan continues and employment continues

(b)

if WGL is not surviving entity or not publicly traded the plan will terminate with full cash out at target performance– full vesting (and conversion to acquiror stock, or if not possible, cash out of option spread)

d.

Performance stock awards granted prior to December 15, 2006, 2006 shall be governed by their terms.

IV.

Administration.

	A.		The Policy will be administered by the HR Committee of the Board, or such other committee identified by the Board
	B.		The Committee will have the full and final authority to modify, amend or otherwise change any part of all of the definition of a Change in Control; provided no such change shall be effective sooner than 12-months after it is adopted

V.

Change in Control.

A.

Overview. The definition of Change in Control under the Policy will be the definition currently set forth in the SERP, the WGL Holdings, Inc. Omnibus Incentive Compensation Plan and the Washington Gas Light Company Employment Agreements, except that a merger, consolidation or sale of all or substantially all of the assets of the WGL Holdings, Inc. or the Washington Gas Light Company will not trigger a Change in Control if a change in the ownership of WGL Holdings, Inc. or Washington Gas Light Company is less than 67% of the pre-change ownership (instead of the current 50%); specifically:

1.

“Change of Control” means:

	a.		The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then-outstanding shares of common stock of WGL Holdings, Inc. or (ii) the combined voting power of the then-outstanding voting securities of WGL Holdings, Inc. entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from WGL Holdings, Inc., (ii) any acquisition by WGL Holdings, Inc. or any corporation controlled by or otherwise affiliated with WGL Holdings, Inc., (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by WGL Holdings, Inc. or any corporation controlled by or otherwise affiliated with WGL Holdings, Inc.; or (iv) any transaction described in clauses (i), (ii), and (iii) of subsection (d) of this definition; or
	b.		Individuals who, as of the close of business on November 1, 2000, constituted the Board of Directors of WGL Holdings, Inc. (the “Incumbent WGL Holdings, Inc. Board”) cease for any reason to constitute at least a majority of the Board of Directors of WGL Holdings, Inc.; provided, however, that any individual becoming a director subsequent to November 1, 2000 whose election, or

nomination for election by WGL Holdings, Inc.’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent WGL Holdings, Inc. Board shall be considered as though such individual were a member of the Incumbent WGL Holdings, Inc. Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent WGL Holdings, Inc. Board; or

	c.		The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then-outstanding shares of common stock of Washington Gas Light Company (the “Utility”) or (ii) the combined voting power of the then-outstanding voting securities of the Utility entitled to vote generally in the election of directors, provided, however, that for purposes of this subsection (c), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Utility, (ii) any acquisition by the Utility or any corporation controlled by or otherwise affiliated with the Utility, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Utility or any corporation controlled by or otherwise affiliated with the Utility; or (iv) any transaction described in clauses (i) and (ii) of subsection (e) of this definition;
	d.		Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the WGL Holdings, Inc. (a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding WGL Holdings, Inc. common stock and outstanding WGL Holdings, Inc. voting securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 67% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding WGL Holdings, Inc. common stock and outstanding WGL Holdings, Inc. voting securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of WGL Holdings, Inc. or such corporation resulting from

such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination, or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent WGL Holdings, Inc. Board at the time of the execution of the initial agreement, or of such Incumbent WGL Holdings, Inc. Board, providing for such Business Combination; or

	e.		Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Utility (a “Utility Business Combination”), in each case unless, following such Utility Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, directly or indirectly, respectively, of the outstanding Utility common stock and the outstanding Utility voting securities immediately prior to such Utility Business Combination beneficially own, directly or indirectly, more than 67% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Utility Business Combination in substantially the same proportions as their ownership, immediately prior to such Utility Business Combination, of the outstanding Utility common stock and outstanding Utility voting securities, as the case may be, and (ii) no Person (excluding any corporation resulting from such Utility Business Combination or any employee benefit plan (or related trust) of the Utility or such corporation resulting from such Utility Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Utility Business Combination, or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Utility Business Combination; or
	f.		Approval by the shareholders of WGL Holdings, Inc. of a complete liquidation or dissolution of WGL Holdings, Inc.

EXHIBIT 2

Washington Gas Light Company
Policy of Post-Employment Restrictions

I.		Purpose. The policy on post-employment restrictions is to define the scope of restrictions that will apply to post-employment actions undertaken by executives who receive benefits under the various WGL Holdings, Inc./Washington Gas Light Company benefit plans. This policy is intended to assist WGL Holdings, Inc. and Washington Gas Light Company protect (i) confidential information belonging to such companies that its executives have had access to and posses due to the nature of their positions, and (ii) the competitive business operations of such companies.
II.		Application.

A.

The policy will apply to and be incorporated by reference into the following plans and arrangements:

	1.		The Washington Gas Light Company Executive Severance Plan
	2.		Any future plans or arrangements established with reference to this policy.

III.

Post-Employment Restrictions:

	A.		Restricted Period. The Restrictions on Activities set forth in this policy shall apply for a period of one year following the executive’s termination of employment date regardless of cause.
	B.		Restriction on Activities. Except as specifically permitted, in writing by the HR Committee of the Board of WGL Holdings, Inc., and Washington Gas Light Company (the “Board”), this policy shall prohibit:

	1.		Solicitation of Employees. The direct or indirect recruitment, solicitation, inducement or hiring of any person or entity who during the period within one year prior to the executive’s termination of employment was an employee or independent contractor of WGL Holdings, Inc. and/or Washington Gas Light Company, to leave or cease employment or other relationship with WGL Holdings, Inc. and/or Washington Gas Light Company, provided this restriction shall not apply to the hiring of any persons or entities to perform personal services that are not directly or indirectly in competition with WGL Holdings, Inc, or Washington Gas Light Company.
	2.		Solicitation of Customers. The solicitation or initiation of communications or contacts with any customer or prospective customer of WGL Holdings, Inc. and/or Washington Gas Light Company with the intent of soliciting

business or diverting business from WGL Holdings, Inc. and/or Washington Gas Light Company.

3.

Disclosure of Confidential Information. For purposes of this paragraph “Confidential Information” shall mean confidential information the disclosure of which or use of which may damage WGL Holdings, Inc. and/or Washington Gas Light Company. Confidential Information shall include, but not be limited to non-public information regarding computer programs, discoveries or improvements, marketing, manufacturing, or organizational research and development, or business plans; sales forecasts; personnel information, including the identity of employees, their responsibilities, competence, abilities, and compensation; pricing and financial information; current and prospective customer lists and information on customers or their employees; information concerning planned or pending acquisitions or divestitures; and information concerning purchases of major equipment or property. Confidential Information does not include information which is or enters the public domain through no action or inaction of the executive, is obtained by the executive from a third party having the legal right to use and disclose same, or was in the possession of the executive before his employment with WGL Holdings, Inc. or Washington Gas Light Company.

IV.

Administration.

	A.		The Policy will be administered by the HR Committee of the Board, or such other committee identified by the Board
	B.		The Committee will have the full and final authority to modify, amend or otherwise change any part of all of the policy.

Exhibit 10.2

WGL HOLDINGS, INC.

OMNIBUS INCENTIVE COMPENSATION PLAN,

SECTION 1

PURPOSE

Purpose. The purpose of this WGL Holdings, Inc. Omnibus Incentive Compensation Plan (the “Plan”) of WGL Holdings, Inc., a Virginia corporation (the “Company”), is to advance the interests of the Company and its shareholders by providing for incentive compensation triggered by factors related to operational excellence, customer service, utility reliability and others as a means to attract, retain and reward officers and other key employees of, and consultants and other service providers to, the Company and Subsidiaries and to enable such persons to acquire or increase their interests in the Company and its success, thereby promoting a closer identity of interests between such persons and the Company’s shareholders. The Plan is intended to qualify certain compensation awarded under the Plan as “performance-based compensation” under Code section 162(m) to the extent deemed appropriate by the Committee. Further, the terms of the Plan are intended to meet the requirements of Section 409A of the Code.

SECTION 2

GENERAL DEFINITIONS

Definitions. The definitions of awards under the Plan, including Options, SARs, Restricted Stock, Deferred Stock, Stock granted as a bonus or in lieu of other awards, Dividend Equivalents, Other Stock-Based Awards and Cash Awards, are set forth in Section 6 of the Plan. Such awards, together with any other right or interest granted to a Participant under the Plan, are termed “Awards.” For purposes of the Plan, the following additional terms shall be defined as set forth below:

     (a) “Award Agreement” means any written agreement, contract, notice or other instrument or document evidencing or relating to an Award.

     (b) “Beneficiary” means the person, persons, trust or trusts which have been designated by a Participant in his most recent written beneficiary designation filed with the Committee to exercise the rights and receive the benefits specified under an Award upon such Participant’s death or, if there is no designated Beneficiary or surviving designated Beneficiary, then the person, persons, trust or trusts entitled by will or the laws of descent and distribution to exercise such rights and receive such benefits.

- 2 -

(c) “Board” means the Board of Directors of the Company.

(d) “Change of Control” means for all purposes of this Plan the meaning ascribed to such term in the Company’s Change in Control Severance Plan for Certain Executives, dated December 15, 2006, or any successor to such plan.

     (e) “Code” means the Internal Revenue Code of 1986, as amended from time to time. References to any provision of the Code shall be deemed to include the regulations thereunder and successor provisions and regulations thereto.

     (f) “Committee” means the committee appointed by the Board to administer the Plan or, if no committee is appointed, the Board.

     (g) “Effective Date” means the date that the Plan is approved by the Company’s shareholders.

     (h) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. References to any provision of the Exchange Act shall be deemed to include the rules thereunder and successor provisions and rules thereto.

     (i) “Fair Market Value” means, on any given day, the closing price of one share of Stock as reported on the New York Stock Exchange composite tape on such day or, if the Stock was not traded on such day, then on the next preceding day that the Stock was traded, all as reported by such source as the Committee may select.

     (j) “ISO” means any Option intended to be and designated as an incentive stock option within the meaning of Code section 422, or any successor provision.

     (k) “Participant” means a person who, at a time when eligible under Section 5, has been granted an Award.

     (l) “Plan” means the WGL Holdings, Inc. Omnibus Incentive Compensation Plan.

     (m)  “Plan Year” means the Company’s fiscal year.

     (n)  “Prior Plan” means the WGL Holdings, Inc. 1999 Incentive Compensation Plan as Amended and Restated as of March 5, 2003.

     (o) “Rule 16b-3” means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act.

     (p) “Stock” means the common stock, no par value, of the Company and such other securities as may be substituted for Stock or for such other securities pursuant to Section 4(d).

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     (q) “Subsidiary” or “Subsidiaries” means any corporation or corporations which, together with the Company, would form a group of corporations described in Code section 424(f). The term shall include the Utility. The term shall also refer to any entity designated as such by the Board for purposes of the Plan.

     (r)  “Utility” means Washington Gas Light Company.

SECTION 3

ADMINISTRATION

     (a)  Authority of the Committee. The Plan shall be administered by the Committee and the Committee shall make and administer all Awards in compliance with the provisions of Section 409A of the Code, including, but not limited to, rules related to the election, timing and deferral of Awards. The Committee shall have full and final authority to take the following actions, in each case subject to and consistent with the provisions of the Plan:

     (i) to select persons to whom Awards may be granted;

     (ii) to determine the type or types of Awards to be granted to each such person;

     (iii) to determine the number of Awards to be granted, the number of shares of Stock to which an Award will relate, the terms and conditions of any Award (including, without limitation, any exercise price, any grant price or purchase price, any restriction or condition, any schedule for lapse of restrictions or conditions relating to transferability, forfeiture, exercisability or settlement and any waivers or accelerations thereof and any performance conditions (including, without limitation, any performance conditions relating to Awards not intended to be governed by Section 7(e) and any waivers and modifications thereof), based in each case on such considerations as the Committee shall determine) and all other matters to be determined in connection with an Award;

     (iv) to determine whether, to what extent and under what circumstances an Award may be settled, or the exercise price of an Award may be paid, in cash, Stock, other Awards or other property, or an Award may be canceled, forfeited or surrendered;

     (v) to determine whether, to what extent and under what circumstances cash, Stock, other Awards or other property payable with respect to an Award will be deferred either automatically, or at the election of the Committee or of the Participant;

     (vi) to prescribe the form of each Award Agreement, which need not be identical for each Participant;

     (vii) to adopt, amend, suspend, waive and rescind such rules and regulations and appoint such agents as the Committee may deem necessary or advisable to

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administer the Plan;

     (viii) to correct any defect or omission or reconcile any inconsistency in the Plan and to construe and interpret the Plan and any Award, rules and regulations or Award Agreement; and

     (ix) to make all other decisions and determinations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the proper administration of the Plan.

     Other provisions of the Plan notwithstanding, the Board may perform any function of the Committee under the Plan, including, without limitation, for the purpose of ensuring that transactions under the Plan by Participants who are then subject to Section 16 of the Exchange Act in respect of the Company are exempt under Rule 16b-3. In any case in which the Board is performing a function of the Committee under the Plan, each reference to the Committee herein shall be deemed to refer to the Board.

     (b)  Manner of Exercise of Committee Authority. Any determination or action of the Committee with respect to the Plan or any Award shall be taken in the sole and absolute discretion of the Committee and shall be final, conclusive and binding on all persons, including, without limitation, the Company, any Subsidiary, any Participant, any person claiming any rights or interests under the Plan or any Award from or through any Participant and the Company’s shareholders, except to the extent that the Committee may subsequently modify, or make a further determination or take further action not consistent with its prior determination or action. If not specified in the Plan, the time at which the Committee must or may make any determination or take any action shall be determined by the Committee, and any such determination or action may thereafter be modified by the Committee (subject to Sections 4(d) and 8(e)). The express grant of any specific power to the Committee, the making of any determination or the taking of any action by the Committee or the failure to make any determination or take any action shall not be construed as limiting any power or authority of the Committee. Except as provided in Section 7(e), the Committee may delegate to officers or managers of the Company or any Subsidiary authority, subject to such terms and conditions as the Committee shall determine, to perform such functions as the Committee may determine, to the extent permitted under applicable law.

     (c)  Limitation of Liability. Each member of the Committee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him by any officer or other employee of the Company or any Subsidiary, the Company’s independent certified public accountants or any executive compensation consultant, legal counsel or other professional retained by the Company to assist in the administration of the Plan. No member of the Committee, nor any officer or employee of the Company acting on behalf of the Committee, shall be personally liable for any determination, action or interpretation taken or made in good faith with respect to the Plan, and all members of the Committee and any officer or employee of the Company acting on its behalf shall, to the extent permitted by law, be fully indemnified and

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protected by the Company with respect to any such determination, action or interpretation.

SECTION 4

STOCK SUBJECT TO THE PLAN AND MAXIMUM AWARDS

     (a)  Shares of Stock Reserved. Subject to adjustment as provided in Section 4(d), the total number of shares of Stock reserved and available for delivery pursuant to Awards shall be:

     (i) One million seven hundred thousand (1,700,000) shares of Stock; plus

     (ii) (A) the number of shares of Stock (not to exceed one hundred twenty-five thousand (125,000)) which remained available for grant under the Company’s Prior Plan as of the Effective Date; and (B) the number of shares of Stock (not to exceed one million eight hundred forty-five thousand (1,845,000)), subject to outstanding awards as of the Effective Date under the Prior Plan that on or after the Effective Date cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable shares of Stock).

      (b). Shares subject to any Award which is canceled, expired, forfeited, settled in cash or otherwise terminated without delivery of fully tradeable shares of Stock to the Participant (or Beneficiary), including, without limitation, shares of Restricted Stock that are forfeited and shares of Stock withheld or surrendered in payment of any exercise price of an Award or taxes related to an Award, shall again be available for delivery pursuant to Awards. Notwithstanding the foregoing, the number of shares that may be delivered upon the exercise of ISOs shall be one million eight hundred twenty-five thousand (1,825,000), subject to adjustment as provided in Section 4(d). Any shares of Stock delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares acquired by the Company.

     (c)  Annual Per-Participant Limitations. During any Plan Year, no Participant may be granted Awards relating to more than 400,000 shares of Stock, subject to adjustment as provided in Section 4(d). In addition, with respect to Cash Awards, no Participant may be paid during any Plan Year cash or other property relating to such Awards that exceeds the greater of the Fair Market Value of the number of shares of Stock set forth in the preceding sentence or five million dollars ($5,000,000), determined either at the date of grant or the date of settlement, whichever is greater. This provision sets forth two separate limitations, so that Awards that may be settled solely by delivery of Stock will not operate to reduce the amount of Cash Awards, and vice versa. Awards that may be settled either in Stock or in cash must not exceed either limitation during the applicable Plan Year.

     (d) Adjustments. In the event that the Committee shall determine that any

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recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase or exchange of Stock or other securities, Stock dividend or other special, large and nonrecurring dividend or distribution (whether in the form of cash, securities or other property), liquidation, dissolution or other similar corporate transaction or event affects the Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and kind of shares of Stock reserved and available for delivery pursuant to Awards under Section 4(a), including, without limitation, the share limitations for Restricted Stock and ISOs, (ii) the number and kind of shares of Stock specified in the annual per-Participant limitations under Section 4(c), (iii) the number and kind of shares of Stock relating to outstanding Restricted Stock or other Awards in connection with which shares have been issued, (iv) the number and kind of shares of Stock that may be issued in respect of any other outstanding Awards and (v) the exercise price, grant price or purchase price relating to any Awards (or, if deemed appropriate, the Committee may make provision for a cash payment with respect to any outstanding Awards). In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards (including, without limitation, cancellation of unexercised or outstanding Awards, or substitution of Awards using stock of a successor or other entity) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence and events constituting a Change of Control) affecting the Company or any Subsidiary or the financial statements of the Company or any Subsidiary, or in response to changes in applicable laws, regulations or accounting principles. Notwithstanding anything herein to the contrary, without the prior approval of the shareholders of the Company, Options or SARs issued under this Plan will not be repriced, replaced, repurchased for cash at any time or regranted through cancellation or by lowering the exercise price, and no material amendment of this Plan shall be made without shareholder approval if shareholder approval is required by law, regulation, or stock exchange rule. The exercise price of a previously granted Option or the grant prince of a previously issued SAR may not be lowered at any time following the grant of such Option or SAR.

SECTION 5

ELIGIBILITY

     Executive officers and other key employees of the Company or of any Subsidiary, including any member of the Board who is also such an employee, and persons who provide consulting or other services to the Company or any Subsidiary deemed by the Committee to be of substantial value, are eligible to be granted Awards. In addition, persons who have been offered employment by the Company or any Subsidiary, and persons employed by an entity that the Committee reasonably expects to become a Subsidiary, are eligible to be granted Awards.

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SECTION 6

SPECIFIC TERMS OF AWARDS

     (a)  General. Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose, in connection with any Award, such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including, without limitation, terms requiring forfeiture of Awards in the event of termination of employment or service of the Participant. Except as provided in Section 6(f), 6(h) or 7(a), or to the extent required to comply with requirements of applicable law, only services may be required as consideration for the grant (but not the exercise) of any Award.

     (b)  Options. The Committee is authorized to grant options to purchase Stock on the following terms and conditions (“Options”):

     (i) Option Grants. Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion.

     (ii) Exercise Price. The exercise price per share of Stock purchasable under an Option shall be determined by the Committee and specified in the Award Agreement; provided, however, that except as provided in Section 7(a), the exercise price shall be not less than the Fair Market Value on the date of grant.

     (iii) Time and Method of Exercise. Each Option shall be exercisable during and over such period ending not later than ten years from the date it was granted, as may be determined by the Committee and stated in the Award Agreement. The Committee shall determine the time or times at which an Option may be exercised in whole or in part, the methods by which the exercise price may be paid or deemed to be paid, the form of such payment, including, without limitation, cash, Stock, other Awards or other property (including, without limitation, awards granted under other Company plans and through “cashless exercise” arrangements, to the extent permitted by applicable law) and the methods by which Stock will be delivered or deemed to be delivered to Participants.

     (iv) ISOs. The terms and conditions of any ISOs shall comply in all respects with the requirements of Code section 422. Notwithstanding anything to the contrary herein, no term of the Plan or of any Award Agreement relating to ISOs shall be interpreted, amended or altered, nor shall any discretion or authority granted hereunder be exercised, so as to cause the ISOs to fail to qualify as such under Code section 422, unless such result is mutually agreed to by the Company and the Participant.

     (v) Termination of Employment or Service. Unless otherwise determined by the Committee, upon termination of a Participant’s employment or service, as applicable, with the Company and all Subsidiaries, such Participant may exercise any Options during the three-month period following such termination of employment or service,

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but only to the extent that such Option was exercisable as of such termination of employment or service. Notwithstanding the foregoing, if the Committee determines that such termination is for cause, all Options held by the Participant shall terminate as of the termination of employment or service.

     (c) Stock Appreciation Rights. The Committee is authorized to grant Stock appreciation rights on the following terms and conditions (“SARs”):

     (i) Right to Payment. An SAR shall confer on the Participant to whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value on the date of exercise (or, if the Committee shall so determine in the case of any such right other than one related to an ISO, the Fair Market Value at any time during a specified period before or after the date of exercise), over (B) the grant price of the SAR as determined by the Committee as of the date of grant of the SAR, which, except as provided in Section 7(a), shall be not less than the Fair Market Value on the date of grant.

     (ii) Other Terms. The Committee shall determine the time or times at which an SAR may be exercised in whole or in part, the method of exercise, method of settlement, form of consideration payable in settlement, method by which Stock will be delivered or deemed to be delivered to Participants, whether or not an SAR shall be in tandem with any other Award, and any other terms and conditions of any SAR. The terms and conditions relating to any SAR will be set forth in an Award Agreement that is in compliance with the provisions of Section 409A of the Code.

     (d) Restricted Stock. The Committee is authorized to grant restricted shares of Stock on the following terms and conditions (“Restricted Stock”):

     (i) Grant and Restrictions. Restricted Stock shall be subject to such restrictions on transferability and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances, in such installments or otherwise, as the Committee may determine. Except to the extent restricted under the terms of the Plan and any Award Agreement relating to the Restricted Stock, a Participant granted Restricted Stock shall have all of the rights of a shareholder, including, without limitation, the right to vote the Restricted Stock and the right to receive dividends thereon.

     (ii) Forfeiture. Except as otherwise determined by the Committee, upon a Participant’s termination of employment or service (as determined under criteria established by the Committee) during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited and reacquired by the Company; provided, however, that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock shall be waived in whole or in part in the event of termination resulting from specified causes.

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     (iii) Certificates for Stock. Restricted Stock may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, such certificates may bear an appropriate legend referring to the terms, conditions and restrictions applicable to the Restricted Stock, the Company may retain physical possession of the certificates and the Participant may be required to deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock.

     (iv) Dividends. Dividends paid on Restricted Stock shall be either paid at the dividend payment date in cash or in shares of unrestricted Stock having a Fair Market Value equal to the aggregate amount of such dividends, or the payment of such dividends shall be deferred and/or the amount or value thereof automatically reinvested in additional shares of Restricted Stock, other Awards or other property, as the Committee shall determine or permit the Participant to elect. Stock distributed in connection with a Stock split or Stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed, unless otherwise determined by the Committee. Notwithstanding the foregoing, the terms and conditions relating to any deferred dividends payable with respect to Restricted Stock will be set forth in an Award Agreement that is in compliance with the provisions of Section 409A of the Code.

     (e) Deferred Stock. The Committee is authorized to grant deferred shares of Stock subject to the following terms and conditions (“Deferred Stock”):

     (i) Award and Restrictions. Delivery of Deferred Stock shall occur upon expiration of the deferral period specified in the Award Agreement by the Committee or, if permitted by the Committee, as elected by the Participant. In addition, Deferred Stock shall be subject to such restrictions as the Committee may impose, if any, which restrictions may lapse at the expiration of the deferral period or at other specified times, separately or in combination at such times, under such circumstances, in installments or otherwise, as the Committee may determine.

     (ii) Forfeiture. Except as otherwise determined by the Committee, upon termination of employment or service (as determined under criteria established by the Committee) during the applicable deferral period or portion thereof to which restrictions or forfeiture conditions apply, all Deferred Stock that is at that time subject to such restrictions or forfeiture conditions shall be forfeited; provided, however, that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Deferred Stock shall be waived in whole or in part in the event of termination resulting from specified causes.

     (f) Bonus Stock and Awards in Lieu of Cash Obligations. The Committee is authorized to grant Stock as a bonus, or to grant Stock or other Awards in lieu of Company obligations to pay cash or other property, under other plans or

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compensatory arrangements.

     (g) Dividend Equivalents. The Committee is authorized to grant dividend equivalents entitling the Participant to receive cash, Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock (“Dividend Equivalents”). Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award. The Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Stock, Awards or other property, and shall be subject to such restrictions on transferability and risks of forfeiture, as the Committee may determine. Notwithstanding the foregoing, the terms and conditions relating to Dividend Equivalents will be set forth in an Award Agreement that is in compliance with the provisions of Section 409A of the Code.

     (h) Other Stock-Based or Cash Awards. The Committee is authorized, subject to limitations under applicable law, to grant such other Awards that may be denominated or payable in, valued in whole or in part by reference to or otherwise based on or related to Stock and factors that may influence the value of Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including, without limitation, performance shares, convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards with a value or payment contingent upon performance of Stock (or any other factors designated by the Committee) and Awards valued by reference to the book value of Stock or the value of securities of or the performance of specified Subsidiaries (“Other Stock-Based Awards”). The Committee shall determine the terms and conditions of such Awards. Stock issued pursuant to an Other Stock-Based Award in the nature of a purchase right granted under this Section 6(h) shall be purchased for such consideration, paid for at such times, by such methods and in such forms, including, without limitation, cash, Stock, other Awards or other property, as the Committee shall determine. Awards that may be settled in whole or in part in cash or other property (not including Stock) may also be granted pursuant to this Section 6(h) (“Cash Awards”). The Committee shall determine the terms and conditions of such Cash Awards.

SECTION 7

CERTAIN PROVISIONS APPLICABLE TO AWARDS

     (a)  Stand-Alone, Additional, Tandem and Substitute Awards. Awards may be granted either alone or in addition to, in tandem with or in substitution for any other Award or any award granted under any other plan of the Company, any business entity to be acquired by the Company or any Subsidiary, or any other right of a Participant to receive payment from the Company or any Subsidiary. Awards granted in addition to or in tandem with other Awards or awards may be granted either as of the same time or as of a different time from the grant of such other Awards or awards.

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     (b)  Term of Awards. The term of each Award shall be for such period as may be determined by the Committee; provided, however, that in no event shall the term of any ISO or any SAR granted in tandem therewith exceed the period permitted under Code section 422.

     (c)  Form of Payment Under Awards. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or any Subsidiary upon the grant, exercise or settlement of an Award may be made in such forms as the Committee shall determine, including, without limitation, cash, Stock, other Awards or other property, and may be made in a single payment or transfer, in installments or on a deferred basis. Such payments may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents in respect of installment or deferred payments denominated in Stock.

     (d)  Legal Compliance.

     (i) Compliance with Code Section  162(m) . It is the intent of the Company that Options, SARs and other Awards designated as such constitute “performance-based compensation” within the meaning of Code section 162(m). Except for the automatic acceleration and payout resulting from a Change of Control under Section 7(f), if any provision of the Plan or of any Award Agreement relating to such an Award does not comply or is inconsistent with the requirements of Code section 162(m), such provision shall be construed or deemed amended to the extent necessary to conform to such requirements, and no provision shall be deemed to confer upon the Committee or any other person discretion to increase the amount of compensation otherwise payable in connection with any such Award upon attainment of the performance goals.

     (ii) Section 16 Compliance. With respect to a Participant who is then subject to Section 16 of the Exchange Act in respect of the Company, the Committee shall implement transactions under the Plan and administer the Plan in a manner that will ensure that each transaction by such a Participant is exempt from liability under Rule 16b-3, except that such a Participant may be permitted to engage in a nonexempt transaction under the Plan if written notice has been given to the Participant regarding the nonexempt nature of such transaction. The Committee may authorize the Company to repurchase any Award or shares of Stock resulting from any Award in order to prevent a Participant who is subject to Section 16 of the Exchange Act from incurring liability under Section 16(b). Unless otherwise specified by the Participant, equity securities, including, without limitation, derivative securities, acquired under the Plan which are disposed of by a Participant shall be deemed to be disposed of in the order acquired by the Participant.

     (iii) Compliance with Code Section 409A. The terms and conditions of any Awards will comply in all applicable respects with the requirements of Code section 409A. Notwithstanding anything to the contrary herein, no term of the Plan or of any

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Award Agreement will be interpreted or amended, nor shall any discretion or authority granted hereunder be exercised, so as to cause such Awards to violate the provisions of Code section 409A.

     (e) Performance-Based Awards. The Committee may designate any Award, the exercisability, vesting, payment or settlement of which is subject to the attainment of one or more preestablished performance goals, as a performance-based Award intended to qualify as “performance-based compensation” within the meaning of Code section 162(m). The performance goals for an Award subject to this Section 7(e) shall consist of one or more business criteria, identified below, and a targeted level or levels of performance with respect to such criteria, as specified by the Committee. Performance goals shall be objective and shall otherwise meet the requirements of Code section 162(m)(4)(C). The following business criteria for the Company, on a consolidated basis, and/or for specified Subsidiaries or business units of the Company, shall be used by the Committee in establishing performance goals for such Awards: (i) earnings; (ii) net income; (iii) net income applicable to Stock; (iv) revenue (v) cash flow; (vi) return on assets; (vii) return on net assets; (viii) return on invested capital; (ix) return on equity; (x) profitability; (xi) economic value added; (xii) operating margins or profit margins; (xiii) income before income taxes; (xiv) income before interest and income taxes; (xv) income before interest, income taxes, depreciation and amortization; (xvi) total return on Common Stock; (xvii) book value; (xviii) expense management; (xix) capital structure and working capital; (xx) strategic business criteria, consisting of one or more objectives based on meeting specified revenue, gross profit, market penetration, geographic business expansion, cost targets or goals relating to acquisitions or divestitures; (xxi) costs; (xxii) employee morale or productivity; (xxiii) customer satisfaction or loyalty; (xxiv) customer service; (xxv) compliance programs; (xxvi) gas delivered; (xxvii) system reliability; (xxviii) adequacy and security of gas supply; and (xxix) safety. The levels of performance required with respect to such business criteria may be expressed in absolute or relative terms, including, without limitation, per share amounts and comparisons to the performance of a published or special index deemed applicable by the Committee, such as the Standard & Poor’s 500 Stock Index or the performance of one or more comparator companies. In establishing the levels of performance to be attained, the Committee may disregard or offset the effect of such factors as extraordinary and/or nonrecurring events as determined by the Company’s independent certified public accountants in accordance with generally accepted accounting principles and changes in or modifications to accounting standards as may be required by the Financial Accounting Standards Board. Achievement of performance goals with respect to such Awards shall be measured over a period of not less than one year nor more than five years, as the Committee may specify. Performance goals may differ for Awards to different Participants. The Committee shall specify the weighting to be given to each business criterion for purposes of determining the final amount payable with respect to any such Award. The Committee may reduce the amount of a payout otherwise to be made in connection with an Award subject to this Section 7(e), but may not exercise its discretion to increase such amount, and the Committee may consider other performance criteria in exercising such negative discretion. All determinations by the Committee as to the attainment of performance goals shall be in

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writing. The Committee may not delegate any responsibility with respect to an Award that is intended to qualify as “performance-based compensation” within the meaning of Code section 162(m).

     (f)  Acceleration and Payout upon a Change of Control. Notwithstanding anything contained herein to the contrary, all conditions and/or restrictions relating to the continued performance of services and/or the achievement of performance goals with respect to the exercisability, vesting, payment or settlement of an Award granted prior to December 15 , 2006, shall immediately lapse upon a Change of Control, and all such Awards shall be immediately paid or settled; provided, however, that such lapse shall not occur if the Committee determines that such lapse shall not occur. Awards granted on or after December 15, 2006, will vest upon a Change in Control in accordance with the terms of the WGL Holdings, Inc./Washington Gas Light Company Change in Control Policy.

SECTION 8

GENERAL PROVISIONS

     (a)  Compliance with Laws and Obligations. The Company shall not be obligated to issue or deliver Stock in connection with any Award or to take any other action under the Plan in a transaction subject to the requirements of any applicable securities law, any requirement under any listing agreement between the Company and any national securities exchange or automated quotation system or any other law, regulation or contractual obligation until the Company is satisfied that such laws, regulations and other obligations have been complied with in full. Certificates representing shares of Stock issued under the Plan may be subject to such stop-transfer orders and other restrictions as may be applicable under such laws, regulations and other obligations, including, without limitation, any requirement that a legend or legends be placed thereon.

     (b)  Limitations on Transferability. Awards and other rights or benefits under the Plan shall not be transferable by a Participant except by will or the laws of descent and distribution or to a Beneficiary in the event of the Participant’s death, shall not be pledged, mortgaged, hypothecated or otherwise encumbered, or otherwise be subject to the claims of creditors and, in the case of ISOs and SARs in tandem therewith, shall be exercisable during the lifetime of a Participant only by such Participant or his guardian or legal representative; provided, however, that Awards and other rights (other than ISOs and SARs in tandem therewith) may be transferred to one or more transferees during the lifetime of the Participant to the extent and on such terms and conditions as may then be permitted by the Committee.

     (c)  No Right to Continued Employment or Service. Neither the Plan nor any action taken hereunder shall be construed as giving any employee or any person the right to be retained in the employ or service, as applicable, of the Company or any

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Subsidiary, nor shall it interfere in any way with the right of the Company or any Subsidiary to terminate any employee’s employment or any person’s service at any time.

     (d)  Taxes. The Company and any Subsidiary is authorized to withhold from any Award granted or exercised, vested, paid or settled any delivery of cash, Stock, other Awards or other property, or from any payroll or other payment to a Participant, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and the Participant to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include, without limitation, authority to withhold or receive Stock, other Awards or other property, and to make cash payments in respect thereof, in satisfaction of a Participant’s tax obligations.

     (e)  Changes to the Plan and Awards. The Board may amend, alter, suspend, discontinue or terminate the Plan or the Committee’s authority to grant Awards under the Plan without the consent of the Company’s shareholders or Participants, except that any such Board action shall be subject to the approval of the Company’s shareholders at or before the next annual meeting of shareholders for which the record date is after such Board action if such Board action increases the number of shares of Stock subject to the Plan or if such shareholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, and the Board may otherwise, in its discretion, determine to submit other such changes to the Plan to shareholders for approval; provided, however, that, without the consent of an affected Participant, no such action may materially impair the rights or benefits of such Participant under any Award theretofore granted to him (as such rights and benefits are set forth in the Plan and the Award Agreement). The Committee may waive any terms or conditions under, or amend, alter, suspend, discontinue or terminate any Award theretofore granted and any Award Agreement relating thereto; provided, however, that, without the consent of an affected Participant, no such action may materially impair the rights or benefits of such Participant under such Award (as such rights or benefits are set forth in the Plan and the Award Agreement).

     (f)  No Rights to Awards; No Shareholder Rights. No Participant, employee or eligible person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, employees or eligible persons. No Award shall confer on any Participant any of the rights or benefits of a shareholder of the Company unless and until Stock is duly issued or transferred and delivered to the Participant in accordance with the terms of the Award or, in the case of an Option, the Option is duly exercised.

     (g) Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in

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the Plan or any Award Agreement shall give any such Participant any rights or benefits that are greater than those of a general creditor of the Company; provided, however, that the Committee may authorize the creation of trusts or make other arrangements to meet the Company’s obligations under the Plan to deliver cash, Stock, other Awards or other property pursuant to any Award, which trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines with the consent of an affected Participant.

     (h)  Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its submission to the Company’s shareholders for approval shall be construed as creating any limitations on the power of the Board to adopt such other compensatory arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases.

     (i)  No Fractional Shares. No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares, or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

     (j)  Gender; Singular and Plural. All masculine pronouns shall be deemed to include their feminine counterparts. As the context may require, the singular may be read as the plural and vice versa.

     (k)  Governing Law. The validity, construction and effect of the Plan or any Award Agreement and any rules and regulations relating to the Plan or any Award Agreement shall be determined in accordance with the laws of the Commonwealth of Virginia, without giving effect to principles of conflicts of laws, and applicable federal law.

     (l)  Effective Date; Plan Termination. The Plan shall become effective as of the date of its approval by the Company’s shareholders, and shall continue in effect for ten (10) years from the Effective Date, unless sooner terminated by the Board.

Exhibit 10.3

WGL HOLDINGS, INC.

AND

WASHINGTON GAS LIGHT COMPANY

DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS

Amended and Restated Effective January 1, 2005

EXPLANATORY NOTE

This Deferred Compensation Plan for Outside Directors (the “Plan”) was originally established on December 19, 1985 and has been amended and restated from time to time thereafter. The Plan was amended and restated effective January 1, 2005, to comply with the provisions of Internal Revenue Code section 409A. The terms of the Plan as amended and restated effective January 1, 2005 shall not affect Grandfathered Accounts, as defined in the Plan, which shall continue to be subject to and governed by the terms of the Plan as in effect on December 31, 2004. Reference is made to Section 2 of the Plan regarding the effective date of this Plan for a further explanation of the effect of this amendment and restatement of this Plan.

WGL HOLDINGS, INC.

AND

WASHINGTON GAS LIGHT COMPANY

DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
Amended and Restated Effective January 1, 2005

(1)

DEFINITIONS

	(a)		“Alternate Payee” has the meaning described in Section 10 of this Plan.
	(b)		“Code” means the Internal Revenue Code of 1986, as amended.
	(c)		“Company” means WGL Holdings, Inc. and/or Washington Gas Light Company.
	(d)		“Deferral Account Balance” has the meaning described in Section 7 of this Plan.
	(e)		“Deferral Application” has the meaning described in Section 4 of this Plan
	(f)		“Deferral Period” means the period of time over which Participants elect to defer their compensation pursuant to this Pan. A Deferral

- 2 -

			Period begins on January 1 of the year following the year during which the deferred compensation is earned.
	(g)		“Disabled” means the Participant

     (i) is unable to engage in any substantially gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or

     (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant’s employer.

	(h)		“Grandfathered Account” has the meaning as described in Section 8 of this Plan.
	(i)		“Outside Director” means a member of the Board of Directors of the Company who is not an employee of the Company.
	(j)		“Participant” means an Outside Director who elects to defer compensation in accordance with the terms of the Plan.
	(k)		“Plan” means the Company’s Deferred Compensation Plan for Outside Directors, as amended and restated effective January 1, 2005, and as further amended from time to time thereafter.

- 3 -

	(l)		“Plan Year” means any calendar year in which the Plan is in effect. The first Plan Year is the calendar year 2005.
	(m)		“Secretary” means the Secretary of the Treasury of the United States, or the Secretary’s designee.
	(n)		“Unforseeable Emergency” means a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforseeable circumstances arising as a result of events beyond the control of the Participant. Reference is made to Section 12 of this Plan with respect to amounts that may be distributed in the event of an Unforseeable Emergency.

(2)

OBJECTIVE AND EFFECTIVE DATE OF THE PLAN

     Objective of the Plan: The objective of the Plan is to provide Outside Directors the opportunity to defer receipt of cash compensation for their service on the Company’s Board of Directors.

     Effective Date: The Plan was originally established on December 19, 1985 and was amended and restated from time to time thereafter. The Plan was amended and restated effective January 1, 2005 to comply with the provisions of Code section 409A. The terms of the Plan as amended and restated effective January 1, 2005 shall not apply to any Deferral Account Balance that was credited to a Participant as of December 31, 2004 and therefore eligible to be

- 4 -

grandfathered under Section 409A of the Code. All Deferral Account Balances credited as of December 31, 2004 shall continue to be governed by and subject to the terms of the Plan in effect as of December 31, 2004, a copy of which is attached as Exhibit A. Deferral Account Balances credited on or after January 1, 2005 shall be governed by and subject to the terms of the Plan as amended and restated effective January 1, 2005.

(3)

ELIGIBILITY

     Outside Directors of the Company are eligible to participate in the Plan immediately upon their election to the Board of Directors of either WGL Holdings, Inc. or Washington Gas Light Company.

(4)

ELECTION TO PARTICIPATE AND TO DEFER COMPENSATION

     (A) To participate in the Plan for any Plan Year, the Outside Director shall execute a Deferral Application with the Company on a form to be supplied by the Company. Participants will elect to defer annually. Except as otherwise provided in Section 4(B) of this Plan with respect to the first year of eligibility of an Outside Director to participate in the Plan, the Deferral Application shall be executed on or before December 31 of the year preceding the Plan Year in which compensation is to be deferred (i.e., to defer compensation to be earned in Plan Year 2007 , the Deferral Application must be executed by December 31,2006 ). The Plan Administrator may execute the Deferral Application on behalf of the Company. An approved Deferral Application cannot be modified or revoked, except as may be provided by regulations issued by the Secretary with respect to Code section 409A.

- 5 -

     (B) In the case of the first year in which an Outside Director becomes eligible to participate in this Plan, the Participant may make an initial Deferral Application within 30 days after becoming eligible to participate in the Plan.

(5)

COMPENSATION SUBJECT TO DEFERRAL

     Participants may defer payment of all or a portion of their annual board and committee cash retainer, monthly meeting fees, committee meeting fees, fees for attendance at annual and special stockholder meetings and fees paid by the Company for attending director education programs. Deferrals shall be in set percentage increments of 10% (10%, 20%, 30%, etc.).

(6)

LENGTH OF DEFERRAL PERIOD; DISTRIBUTIONS; ACCELERATION OF BENEFITS

(A) Compensation deferred under this Plan may not be distributed earlier than:

     (i) separation from service as an Outside Director in accordance with regulations prescribed by the Secretary;

     (ii) the date the Participant becomes Disabled, as defined in this Plan;

     (iii) the date of the Participant’s death;

     (iv) a time specified by the Participant (or pursuant to a fixed schedule) specified by the Participant in accordance with Paragraph 6(B) of this Plan at the date of the deferral of such compensation; or

     (v) the occurrence of an Unforeseeable Emergency, as defined in this Plan.

(B) Participants may elect to defer distribution of their compensation for a minimum period of one year following the end of the year in which compensation is deferred or until the Participant’s retirement from the Board of Directors of the Company, as “retirement” is defined in Section

- 6 -

10(B) of this Plan, or death, whichever occurs first. Payments shall be made by February 1 of the year following the end of the Deferral Period. For example, if payment of compensation earned in the year ending December 31, 2007 is deferred for one year, the deferred compensation will be payable on or before February 1, 2009.

(C) Acceleration of benefits under this Plan may only be permitted in accordance with regulations issued by the Secretary.

(7)

DEFERRAL ACCOUNTS; DEFERRAL ACCOUNT BALANCE

     Amounts deferred, including accumulated interest, will be credited to a Deferral Account for each Participant. The total amount credited for a Participant at any particular time is designated the Deferral Account Balance. Deferral Account Balances as of December 31, 2004 are subject to provisions of this Plan relating to Grandfathered Accounts.

(8)

GRANDFATHERED ACCOUNT

     “Grandfathered Account” means that portion of a Participant’s Deferral Account Balance that was credited to such account as of December 31, 2004, and such additional earnings that are credited to such account under the terms of the Plan in effect as of December 31, 2004, and therefore eligible to be grandfathered under Code section 409A. The Grandfathered Account shall be calculated in accordance with Code Section 409A. The Company shall maintain a separate record of Grandfathered Accounts. All Grandfathered Accounts shall be subject to, and governed by, the terms of the Plan as in effect on December 31, 2004.

- 7 -

(9)

INTEREST ON DEFERRED AMOUNTS

     A Participant’s Deferral Account Balance shall earn interest compounded quarterly. The quarterly interest rate shall be the weekly average yield to maturity for ten year U.S. Government fixed interest rate securities (adjusted to a constant maturity of ten years) as published by the Federal Reserve Board in its Statistical release H.15 published on or prior to December 31 of the immediately preceding year. Notwithstanding this calculation, the rate credited to any deferral account shall not be less than 8% per year.

(10) TIME AND METHOD OF PAYMENT;TIME OF ELECTION OF METHOD OF PAYMENT; PAYMENT ON DEATH OF A PARTICIPANT

     (A) Participants may elect to receive payment of deferred amounts in a lump sum or in up to ten annual installments. Participants must elect the time and method of distribution at the same they submit a Deferral Application. Payments shall commence within 30 days of the event which triggers payout.

     (B) At the time the Participant retires from the Company’s Board of Directors, the Participant’s Deferral Account Balance shall be paid to the Participant or to an Alternate Payee in the form elected by the Participant in accordance with Paragraph 9 (A), above.. For purposes of this Plan, retirement from the Company’s Board of Directors occurs at the time the Participant ceases for any reason other than death to be an Outside Director of the Company.

     (C) If a Participant dies prior to retirement from the Company’s Board of Directors (as defined in Paragraph (9 (B) of this Plan) or if the Participant dies

- 8 -

prior to full payment of the Participant’s Deferral Account Balance, then any remaining Account Balance shall be paid to the Participant’s Designated Beneficiary in a lump sum, unless the Participant elected to have the Designated Beneficiary receive payments in installments. If there is no surviving Designated Beneficiary, any remaining Deferral Account Balance shall be paid to the Participant’s estate or in accordance with other applicable legal requirements.

(11)

DESIGNATED BENEFICIARY AND ALTERNATE PAYEE

     Participants under this Plan may provide a Designated Beneficiary to receive benefits payable under the Plan upon the death of the Participant.

     As a matter of convenience to the Participants, the Company will permit Participants to provide for an Alternate Payee to receive payments on retirement of the Participant. Provision for an Alternate Payee shall not confer any rights on the Alternate Payee against the Company under this Plan and shall be effective only upon written acknowledgement of the Alternate Payee that the Alternate Payee has no right against the Company under this Plan. Upon death of either the Participant or the Alternate Payee, the provision for the Alternate Payee automatically expires.

     The Designated Beneficiary or Alternate Payee shall be specified on forms provided by the Company. Participants may revoke or change a Designated Beneficiary and an Alternate Payee at any time prior to the initiation of any payments of the Deferral Account Balance.

- 9 -

(12)

UNFORSEEABLE EMERGENCY

     (A) A Participant, a Designated Beneficiary or an Alternate Payee may request an early withdrawal or accelerated payments not yet due for distribution under the Plan in the event of an Unforseeable Emergency, as defined in this Plan. The amount of any such distribution shall be limited in accordance with Paragraph 11(B), below.. The Plan Administrator has the sole discretion to determine whether such an early withdrawal or accelerated payment shall be permitted.

     (B) As determined under regulations of the Secretary, the amounts that may be distributed in the event of an Unforseeable Emergency may not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

(13)

PAYMENT RIGHTS UNSECURED

     The terms of this Plan shall not mean, under any circumstance, that any person or entity shall have any right, title or interest in or to any specific asset of the Company. To the extent that any person acquires a right to receive payments under the Plan, that right shall be no greater than the right of any unsecured creditor of the Company.

- 10 -

(14)

NON-ASSIGNMENT

     Rights to receive payment under the Plan may not be assigned, alienated or pledged.

(15)

PLAN ADMINISTRATOR

     The Chairman of the Board of Directors may from time to time designate an Administrator to implement provisions of the Plan.

(16)

AMENDMENT AND TERMINATION

     The Company’s Board of Directors may amend or terminate this Plan at any time. In the event of termination of the Plan, amounts deferred but not yet paid shall be paid to Participants in a manner to be determined by the Board of Directors. In the event of a termination of the Plan, benefits will be paid out in accordance with Section 10 of the Plan.

(17)

APPLICABLE LAW; SEVERABILITY

     This Plan shall be construed, administered and governed in all respects in accordance with applicable provisions of the Code and the laws of the District of Columbia and the Commonwealth of Virginia. If any provision is susceptible of more than one interpretation, it shall be interpreted in a manner consistent with the Plan meeting requirements relating to nonqualified deferred compensation plans under the Code. If any provision of this instrument shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Plan shall continue to be fully effective.

Exhibit A

Deferred Compensation Plan for Outside Directors as effective on December 31, 2004

WGL HOLDINGS, INC.

AND

WASHINGTON GAS LIGHT COMPANY

DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS

(ADOPTED DECEMBER 18, 1985)

(AMENDED NOVEMBER 26, 1986)

(AMENDED NOVEMBER 1, 2000)

WGL HOLDINGS, INC.

AND

WASHINGTON GAS LIGHT COMPANY

DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS

(ADOPTED DECEMBER 18, 1985)

(1)

DEFINITIONS

	(a)		“Company” means WGL Holdings, Inc. and/or Washington Gas Light Company.
	(b)		“Deferral Period” means the period of time over which Participants elect to defer their compensation. Deferral periods for a specific number of years shall begin on January 1 and expire on December 31.
	(c)		“Outside Director” means a member of the Board of Directors of the Company who is not an employee of the Company.
	(d)		“Participant” means an Outside Director who elects to defer compensation in accordance with the terms of the Plan.
	(e)		“Plan” means the Company’s Deferred Compensation Plan for Outside Directors, as adopted December 18, 1985, and as amended from time to time.
	(f)		“Plan Year” means any calendar year in which the Plan is in effect. The first Plan Year is the calendar year 1986.

(2)

OBJECTIVE OF THE PLAN

     The objective of the Plan is to provide Outside Directors the opportunity to defer receipt of compensation for their service on the Company’s Board of Directors.

(3)

ELIGIBILITY

     Outside Directors of the Company are eligible to participate in the Plan.

(4)

ELECTION TO PARTICIPATE

     To participate in the Plan for any Plan Year, the Outside Director shall execute a Deferral Application with the Company on a form to be supplied by the Company. Participants will elect to defer annually. The Deferral Application shall be executed on or before December 31 of the year preceding the Plan Year in which compensation is to be deferred (i.e., to defer compensation to be earned in Plan Year 1986, the Deferral Application must be executed by December 31, 1985). The Plan Administrator may execute the Deferral Application on behalf of the Company. An approved application to defer (or to re-defer) cannot be modified or revoked.

(5)

COMPENSATION SUBJECT TO DEFERRAL

     Participants may defer payment of all or a portion of their annual retainer, monthly meeting fees, committee meeting fees and fees for attendance at annual and special stockholder meetings. Deferrals shall be in set percentage increments of 10% (10%, 20%, 30%, etc.). The minimum deferral is 10% of the annual retainer or $1000.00, whichever is less.

(6)

LENGTH OF DEFERRAL PERIOD

     Participants may elect to defer their compensation for a minimum period of four years ^* or until the occurrence of the Participant’s retirement, as defined in Paragraph (10)(B) of this Plan, or death, whichever occurs first.

(7)

RE-DEFERRALS **

     Prior to the termination of a Deferral Period for a specified period of years, a Participant may apply to re-defer payment amounts previously deferred, including interest accumulated on those amounts. The re-deferral must be of the entire amount originally deferred (including accumulated interest) for a minimum period of four years, or until the occurrence of the Participant’s retirement, as defined in Paragraph (10)(B) of this Plan, or death, whichever occurs first. Application to re-defer must be submitted to and approved by the Plan Administrator no later than June 30 prior to expiration of the Deferral Period.

(8)

DEFERRAL ACCOUNTS; DEFERRAL ACCOUNT BALANCE

     Amounts deferred, including accumulated interest, will be credited to a Deferral Account for each Participant. The total amount credited for a Participant at any particular time is designated the Deferral Account Balance.

(9)

INTEREST ON DEFERRED AMOUNTS

     A Participant’s Deferral Account Balance shall earn interest compounded quarterly. The quarterly interest rate shall be the weekly average yield to maturity for ten year U.S. Government fixed interest rate securities (adjusted to a constant maturity of ten years) as published by the Federal Reserve Board in its Statistical release H.15 published on or prior to December 31 of the immediately preceding year. Notwithstanding this calculation, the rate credited to any deferral account shall not be less than 8% per year.

(10)

METHOD OF PAYMENT

     (A) Except as provided by Paragraph (10)(C), payment of any Deferral Account Balance will be in the form of ten annual installments. In the alternative, the Participant may apply to receive payment in a lump sum or in fewer than ten annual installments. Application for the alternative payment method must be submitted to and approved by the Plan Administrator prior to any installment payment of a Deferral Account Balance. Payments shall commence within 30 days of the event which triggers payout.

     (B) At the time the Participant retires from the Company’s Board of Directors, all Deferral Periods will expire. The Participant’s Deferral Account Balance shall be paid to the Participant or to an Alternate Payee in the form specified by Paragraph (10)(A).

     For purposes of this Plan, retirement from the Company’s Board of Directors occurs at the time the Participant ceases for any reason other than death to be an Outside Director of the Company.

     (C) If a Participant dies prior to retirement from the Company’s Board of Directors (as defined in Paragraph (10)(B) of this Plan) or if the Participant dies prior to full payment of the Participant’s Deferral Account Balance, then any remaining Account Balance shall be paid to the Participant’s Designated Beneficiary in a lump sum, unless the Participant elected to have the Designated Beneficiary receive payments in installments.

(11)

DESIGNATED BENEFICIARY AND ALTERNATE PAYEE

     Participants under this Plan may provide a Designated Beneficiary to receive benefits payable under the Plan upon the death of the Participant.

     As a matter of convenience to the Participants, the Company will permit Participants to provide for an Alternate Payee to receive payments on retirement of the Participant. Provision for an Alternate Payee shall not confer any rights on the Alternate Payee against the Company under this Plan and shall be effective only upon written acknowledgement of the Alternate Payee that the Alternate Payee has no right against the Company under this Plan. Upon death of either the Participant or the Alternate Payee, the provision for the Alternate Payee automatically expires.

     The Designated Beneficiary or Alternate Payee shall be specified on forms provided by the Company. Participants may revoke or change a Designated Beneficiary and an Alternate Payee at any time.

(12)

HARDSHIP WITHDRAWAL

     A Participant or the Designated Beneficiary may request a lump sum payment or accelerated payments not yet due for distribution under the Plan in

the event of hardship, permanent disability or emergency. The Plan Administrator has the sole discretion to determine whether such a withdrawal or accelerated payment shall be permitted.

(13)

PAYMENT RIGHTS UNSECURED

     The terms of this Plan shall not mean, under any circumstance, that any person or entity shall have any right, title or interest in or to any specific asset of the Company. To the extent that any person acquires a right to receive payments under the Plan, that right shall be no greater than the right of any unsecured creditor of the Company.

(14)

NON-ASSIGNMENT

     Rights to receive payment under the Plan may not be assigned, alienated or pledged.

(15)

PLAN ADMINISTRATOR

     The Chairman of the Board of Directors may from time to time designate an Administrator to implement provisions of the Plan.

(16)

AMENDMENT AND TERMINATION

     The Company’s Board of Directors may amend or terminate this Plan at any time. In the event of termination of the Plan, amounts deferred but not yet paid shall be paid to Participants in a manner to be determined by the Board of Directors.

Exhibit 10.4

WASHINGTON GAS LIGHT COMPANY

SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN

Amended and Restated Effective January 1, 2005

TABLE OF CONTENTS

						Page
1.				PURPOSE		1
		1.1		Purpose		1
		1.2		Effective Date		1
2.				DEFINITIONS		2
		2.1		“Accredited Service.”		2
		2.2		“Accrued Benefit.”		2
		2.3		“Affiliate.”		2
		2.4		“Beneficiary.”		2
		2.5		“Benefit Commencement Date.”		2
		2.6		“Benefit Service.”		2
		2.7		“Board of Directors.”		3
		2.8		“Change in Control.”		3
		2.9		“Committee.”		3
		2.10		“Company.”		3
		2.11		“Compensation.”		3
		2.12		“Death Benefit.”		4
		2.13		“Disability.”		4
		2.14		“Early Retirement Benefit.”		4
		2.15		“Eligible Employee.”		4
		2.16		“Employee.”		4
		2.17		“ERISA.”		4
		2.18		“Final Average Compensation.”		5
		2.19		“Grandfathered Benefits.”		5
		2.20		“Key Employee.”		5
		2.21		“Normal Retirement Benefit.”		6
		2.22		“Normal Retirement Date.”		6
		2.23		“Participant.”		6
		2.24		“Plan.”		6
		2.25		“Plan Service.”		6

 i

TABLE OF CONTENTS
(continued)

						Page
		2.26		“Surviving Spouse.”		6
		2.27		“Vested Percentage.”		6
		2.28		“Washington Gas Light Company Employees’ Pension Plan.”		7
		2.29		“Year of Vesting Service.”		7
3.				PARTICIPATION		7
		3.1		Commencement of Participation		7
		3.2		Participant Elections		7
		3.3		Termination		9
4.				RETIREMENT BENEFITS		9
		4.1		Normal Retirement Benefit		9
		4.2		Early Retirement Benefit		9
		4.3		Terminated Vested Benefit		10
		4.4		Disability Retirement Benefit		11
		4.5		Normal Form of Benefit		12
		4.6		Optional Forms of Distribution		12
		4.7		Benefit Computation		15
		4.8		Special Distribution Rules for Key Employees		15
		4.9		Hardship Distribution		16
		4.10		Special Transition Distribution Rules		17
5.				DEATH BENEFIT		18
		5.1		General		18
		5.2		Surviving Spouse of an Active Participant		18
		5.3		Surviving Spouse of Former Vested Participant		18
6.				VESTING		19
		6.1		Vested Percentage		19
		6.2		Vested Percentage – Exceptions		21
7.				FUNDING NATURE OF THE PLAN		22
8.				ADMINISTRATION OF THE PLAN		24
9.				AMENDMENTS AND TERMINATION		25
10.				CLAIMS PROCEDURES		25

 ii

TABLE OF CONTENTS
(continued)

						Page
11.				MISCELLANEOUS		25
		11.1		Construction		25
		11.2		Taxes		25
		11.3		Governing Law		26
		11.4		No Right of Employment		26
		11.5		Payment in Satisfaction of Claims		26
		11.6		ERISA		26
		11.7		No Alienation of Benefits		26
		11.8		Incapacity		27
		11.9		Adjustment		27
		11.10		Section 409A of the Code		27
				Exhibit A		30
				Exhibit B		31
				Exhibit C		32
				Exhibit D		33
				Exhibit E		34
				Exhibit F		35
				Exhibit G		36

 iii

1.

PURPOSE.

	1.1		Purpose . Washington Gas Light Company (the “Company”) has established and maintains the Washington Gas Light Company Supplemental Executive Retirement Plan (the “Plan”) for the purpose of providing supplemental pension and pension-related benefits to a select group of management and highly compensated employees of the Company and its affiliates.
			It is intended that the Plan shall at all times be maintained on an unfunded basis for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”), and administered as a “top-hat” plan exempt from the substantive requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
	1.2		Effective Date . The Plan was originally established April 28, 1982 and was amended and restated from time to time thereafter. The Plan was amended and restated effective January 1, 2005 to comply with the provisions of Code section 409A; provided the terms of the Plan as amended and restated effective January 1, 2005 shall not apply to any Accrued Benefit that was earned and vested as of December 31, 2004. All Accrued Benefits earned and vested as of December 31, 2004 shall continue to be governed by and subject to the terms of the Plan in effect as of December 31, 2004, a copy of which is attached as Exhibit G. All Accrued Benefits earned and vested on or after January 1, 2005 shall be governed by and subject to the terms of the Plan as amended and restated January 1, 2005.

2.

DEFINITIONS.

Except as otherwise stated herein, capitalized terms used in this Plan have the meanings set forth below:

	2.1		“ Accredited Service .” Accredited Service has the meaning set forth in the Washington Gas Light Company Employees’ Pension Plan.
	2.2		“ Accrued Benefit .” Accrued Benefit means, at any time, the benefit computed in accordance with Section 4.1, expressed as a single-life annuity commencing at Normal Retirement Date.
	2.3		“ Affiliate .” Affiliate means a parent or subsidiary of the Company.
	2.4		“ Beneficiary .” Beneficiary means the person or persons entitled to receive a Participant’s retirement benefits.
	2.5		“ Benefit Commencement Date .” Benefit Commencement Date means the date on which a Participant’s retirement benefits commence to be paid under this Plan. Such date shall be the first day of the month immediately following the benefit commencement date under Section 4.1, Section 4.2 or Section 4.3, or if later, the date elected under Section 3.2(b).
	2.6		“ Benefit Service .” Benefit Service means the aggregate of a Participant’s (i) Accredited Service and (ii) Plan Service, up to a maximum aggregate of 30 years. For a Participant who began participation on or before June 27, 1989, Benefit

			Service for the period prior to June 27, 1989 shall be equal to the aggregate of (i) years of Accredited Service earned through that date and (ii) two years of Plan Service for each full year of Plan Service earned prior to June 27, 1989. Under no circumstances shall a Participant’s Benefit Service exceed 30 years.
	2.7		“ Board of Directors .” Board of Directors means the Board of Directors of Washington Gas Light Company.
	2.8		“ Change in Control .” Change in Control means a Change in Control pursuant to the terms of the Washington Gas Light Company Change in Control Policy, which is incorporated by reference herein.
	2.9		“ Committee .” Committee means the committee established pursuant to Section 8 hereof, as it shall be constituted from time to time.
	2.10		“ Company .” Company means Washington Gas Light Company and any successor to all or a major portion of the assets or business of the Washington Gas Light Company.
	2.11		“ Compensation .” Compensation means, for any calendar year, a Participant’s salary as of December 31 of the calendar year and any short term incentive award fully earned for the fiscal year that ends during the calendar year under any incentive compensation plan maintained by the Company, whether such award is paid during the calendar year or payment is deferred. If a Participant is on an approved leave of absence as of December 31 of any calendar year, his salary in effect at the beginning of such leave shall be deemed to be his salary for the year.

			If a Participant dies or is determined to have incurred a Disability prior to December 31 of his first year of Plan participation, his Compensation shall be determined as of the day preceding the date of death or determination of Disability.
	2.12		“ Death Benefit .” Death Benefit has the meaning set forth in Section 5 of the Plan.
	2.13		“ Disability .” Disability means, to the extent consistent with Code section 409A, a mental or physical condition which constitutes a “Disability” as set forth in the Washington Gas Light Company Employees’ Pension Plan, provided such disability is expected to result in death or can be expected to last for a continuous period of not less than 12 months.
	2.14		“ Early Retirement Benefit .” Early Retirement Benefit means the benefit described in Section 4.2.
	2.15		“ Eligible Employee .” Eligible Employee means any Employee selected by the Board of Directors.
	2.16		“ Employee .” Employee means a person who receives salary, wages or commissions from the Company or an Affiliate and whose wages from the Company or an Affiliate are subject to withholding for purposes of federal income taxes and the Federal Insurance Contribution Act, as determined by the Committee.
	2.17		“ ERISA .” ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.

	2.18		“ Final Average Compensation .” Final Average Compensation means the average of the total amount of Compensation for the three calendar years producing the highest total, selected from the five consecutive years preceding the Participant’s termination of employment. In the event the Participant has less than three years of Compensation prior to his termination of employment, his total amount of Compensation for his years of service shall be averaged and such average shall be his Final Average Compensation.
	2.19		“ Grandfathered Benefits .” Grandfathered Benefits means “Accrued Benefits” as described in the Plan in effect as of December 31, 2004 that were earned and vested as of December 31, 2004. All Grandfathered Benefits are governed by and subject to the terms of the Plan in effect as of December 31, 2004 and are not subject to the terms of the Plan as set forth in this amendment and restatement effective January 1, 2005.
	2.20		“ Key Employee .” Key Employee means (i) an officer of the Company or its Affiliates having annual compensation greater than $130,000 (adjusted for inflation as described in section 416(i) of the Code), (ii) a five percent owner of the Company and its Affiliates, or (iii) a one percent owner of the Company and its Affiliates who has annual compensation from the Company and its Affiliates greater than $150,000, as determined by the Committee in accordance with section 409A of the Code. The number of officers who are considered Key Employees shall be limited to 50 employees as described in section 416(i) of the Code. The Committee shall determine the Key Employees each year in accordance with section 416(i) of the Code, the “specified employee”

			requirements of section 409A of the Code, and applicable regulations. Key employees shall be identified as of December 31 of each year with respect to the 12-month period beginning on the next following April 1.
	2.21		“ Normal Retirement Benefit .” Normal Retirement Benefit means the benefit described in Section 4.1.
	2.22		“ Normal Retirement Date .” Normal Retirement Date has the meaning set forth in the Washington Gas Light Employees’ Pension Plan.
	2.23		“ Participant .” Participant means an individual described in Section 3, unless expressly provided herein to the contrary or the context dictates otherwise, a Participant shall include any person who is entitled to a benefit under this Plan.
	2.24		“ Plan .” Plan means the Washington Gas Light Company Supplemental Executive Retirement Plan as set forth in this document and in any amendments from time to time made hereto.
	2.25		“ Plan Service .” Plan Service means Years of Vesting Service as a Participant.
	2.26		“ Surviving Spouse .” Surviving Spouse refers to the person who is legally married to the Participant at the time of his death and for the full one year (365 days) period immediately prior to his death.
	2.27		“ Vested Percentage .” Vested Percentage means a Participant’s nonforfeitable interest in his Accrued Benefit determined in accordance with Section 6.

	2.28		“ Washington Gas Light Company Employees’ Pension Plan .” Washington Gas Light Company Employees’ Pension Plan means the Washington Gas Light Company Employees’ Pension Plan, originally adopted January 1, 1945, as amended and restated January 1, 2000 and as amended thereafter from time to time.
	2.29		“ Year of Vesting Service .” Year of Vesting Service means each calendar year as a Participant in which the Participant completes at least 1,000 Hours of Service including all Hours of Service completed in the year in which an individual first becomes a Participant, regardless of whether earned before of after first becoming a Participant. For purposes of this Section 2.29, an “Hour of Service” shall have the meaning assigned to such term under the Washington Gas Light Company Employees’ Pension Plan.

3.

PARTICIPATION

	3.1		Commencement of Participation . Each Eligible Employee shall become a Participant no earlier than the date the Board of Directors meets and designates the Employee as an Eligible Employee; Participation shall begin on the date the Board of Directors shall specify.
	3.2		Participant Elections .

(a)

Initial Elections . A Participant may, within 30 days of first becoming a Participant, and consistent with Code section 409A and applicable regulations, make an election with respect to retirement benefits described

in Sections 4.1, 4.2 and 4.3 to receive his benefits in one of the optional forms of distribution described in Section 4.6.

Elections under Section 3.2(a) shall be made in a form authorized by the Committee. Except as provided in Section 3.2(c), no initial elections may be made by a Participant more than 30 days after he first becomes a Participant. Except as provided in Section 3.2(b), below, such elections shall be irrevocable.

	(b)		Second Elections . A Participant may, consistent with Code section 409A and applicable regulations, subsequently elect to defer the commencement of distributions of his or her retirement benefits or change the form of the Participant’s distribution, provided (i) the subsequent election is not effective for 12 months after it is made, and (ii) under the subsequent election, the distribution may not commence until a date that is at least 5 years later than the earliest date the distribution would otherwise have commenced.
	(c)		Special Transition Elections . Notwithstanding anything in this Plan to the contrary, a Participant may, on or before December 31, 2007 (or such later date as is authorized by the Internal Revenue Service) make an election as to choices set forth in Section 3.2(a). Such elections shall be made in form authorized by the Committee, consistent with Code section 409A and the applicable regulations. Except as provided in Section 3.2(b), these elections shall be irrevocable.

3.3

Termination . In the event a Participant’s employment with the Company is terminated for whatever reason or in the event the Board of Directors withdraws or rescinds its designation of Participant status with respect to an Employee, such terminated or current Employee, as applicable, shall thereafter accrue no additional benefits under this Plan and shall have, with respect to previously accrued benefits, only such rights as are provided in herein. Benefits payable to such terminated or current Employee, if any, shall be paid in accordance with the terms of the Plan.

4.

RETIREMENT BENEFITS

4.1

Normal Retirement Benefit . Upon termination of employment on or after attainment of his Normal Retirement Date a Participant shall be entitled to a monthly benefit equal to his Vested Percentage of an amount calculated as 1/12 of the excess of (a) over (b) where:

	(a)		equals 2% of Final Average Compensation multiplied by the number of years of Benefit Service; and
	(b)		equals the sum of (i) the Normal Retirement Pension determined under the Washington Gas Light Company Employees’ Pension Plan; (ii) the Participant’s Grandfathered Benefits and (iii) the annual amount of any other supplemental pension benefit provided by the Company.

4.2

Early Retirement Benefit . A Participant who terminates employment on or after attainment of age 55 and completion of 10 or more years of Benefit Service but

			before his Normal Retirement Date shall receive a retirement benefit commencing as of his termination of employment equal to the Participant’s Accrued Benefit at termination of employment subject to an early retirement reduction determined in accordance with Exhibit D. However, a Participant listed on Exhibit B shall receive the greater of the benefits determined in accordance with Exhibit C or Exhibit D. A Participant listed on Exhibit B who has attained age 60 and has 30 years of Benefit Service shall receive a retirement benefit equal to 100% of his Normal Retirement Benefit. In any event, the Early Retirement Benefit shall be determined by (1) first applying to the amount determined in Section 4.1(a) the applicable adjustment factors to reflect the age of the Participant at the Benefit Commencement Date, (2) determining the offsets under Section 4.1(b) adjusted to reflect the age of the Participant at the Benefit Commencement Date, and (3) subtracting the amount determined in (2) from the amount determined in (1). Any adjustments to the resulting benefit to reflect a payment form other than a life annuity are applied to the result of step (3).
	4.3		Terminated Vested Benefit . A Participant who terminates employment before attaining age 55 shall commence receiving a benefit upon attaining age 55 equal to the Vested Percentage of the Participant’s Accrued Benefit subject to an early retirement reduction determined in accordance with Exhibit D. The Terminated Vested Benefit shall be determined by (1) first applying to the amount determined in Section 4.1(a) the applicable Vested Percentage and adjustment factors to reflect the age of the Participant at the Benefit Commencement Date, (2) determining the offsets under Section 4.1(b) adjusted to reflect the vested

percentage and age of the of the Participant at the Benefit Commencement Date, and (3) subtracting the amount determined in (2) from the amount determined in (1). Any adjustments to the resulting benefit to reflect a payment form other than a life annuity are applied to the result of step (3).

4.4

Disability Retirement Benefit . A Participant who has 10 or more years of Benefit Service and has incurred a Disability shall receive a benefit equal to the excess of (a) over (b) where:

	(a)		equals the greater of (1) his Early Retirement Benefit under this Plan (except that any such Participant under age 55 will be treated as though he is age 55); or (2) an amount equal to 110% of the Disability Pension payable to the Participant under the Washington Gas Light Company Employees’ Pension Plan; and
	(b)		equals the benefit payable to the Participant under the Washington Gas Light Company Employees’ Pension Plan;

provided that in no event shall such benefit exceed the Participant’s Accrued Benefit. A Participant with less than 10 years of Benefit Service who incurs a Disability shall receive a benefit equal to his Accrued Benefit subject to an actuarial reduction determined in accordance with Exhibit F. The benefit under this Section 4.4 shall be reduced by any benefits payable to the Participant under the Company’s long term disability plan. The benefit under this Section 4.4 shall commence as soon as practicable following the occurrence of the Disability.

	4.5		Normal Form of Benefit . The normal form of a Participant’s retirement benefit shall be payments in equal monthly installments for his lifetime; provided the normal form of benefit for a Participant who is married on his Benefit Commencement Date shall be equal monthly installments for the lifetime of the Participant with 50% of the amount payable to the Participant continued thereafter for the lifetime of the Surviving Spouse that is the actuarial equivalent of a single life annuity for the lifetime of the Participant, using the Actuarial Factors as defined under the Washington Gas Light Company Employees’ Pension Plan. Notwithstanding, a Participant may elect, in accordance with Section 3.2 of the Plan, to have his retirement benefit paid in one of the optional forms of benefits described in Section 4.6. The benefit election of a Participant who is married on his Benefit Commencement Date is not subject to spousal consent.
	4.6		Optional Forms of Distribution . Each of the optional forms of distribution listed below shall be the actuarial equivalent of a single life annuity for the lifetime of the Participant, using the Actuarial Factors as defined under the Washington Gas Light Company Employees’ Pension Plan.

(a)

Lump Sum . The Participant may elect to have all or a portion of his Accrued Benefit paid in a lump-sum, the amount of which shall be calculated on the basis specified in Exhibit E. If a Participant elects to have less than all of his Accrued Benefit paid in a lump sum, the remaining portion of the Participant’s Accrued Benefit will be paid in the normal form of benefit unless the Participant has elected otherwise.

	(b)		Single Life Option . The Participant may elect to have his Accrued Benefit paid in equal monthly installments for his lifetime.
	(c)		Contingent Annuitant Option . A participant may elect to have his benefit paid in equal monthly installments for the lifetime of the Participant with 50%, 75% or 100% of the amount payable to the Participant continued thereafter for the lifetime of the Surviving Spouse or any other designated Beneficiary.
	(d)		Guaranteed Fixed Period and Life Thereafter Option . The Participant may elect to have the Participant’s benefits paid in monthly payments for his life; provided if the Participant dies within the fixed period that he so designates in his election for this option made in accordance with Section 3.2, the monthly pension benefit that the Participant was receiving shall continue to the Participant’s Surviving Spouse or other designated Beneficiary for the remainder of the fixed period elected by the Participant.
	(e)		Social Security Adjustment Option . A Participant whose Benefit Commencement Date occurs before the Participant’s Social Security benefit first becomes available by reason of age and who has elected to receive benefits in a form other than a lump sum, may elect to have his monthly benefit increased until the Participant’s Social Security benefit first becomes available, and reduced thereafter, so that the Participant receives, as far as practicable, an approximately level income both before

			and after the Social Security benefit first becomes available to the Participant.
			Notwithstanding any other provision to the contrary, if payment is to be made on the basis of a combination of the Social Security Adjustment Option and any other option involving payment after the death of the Participant, an adjustment on account of such other option shall first be made, and the adjusted amount shall then be further adjusted for the Social Security Adjustment Option. Moreover, any benefits payable after the death of the Participant, the amount of which is to be determined on the basis of the amount that was payable to the Participant, shall be determined on the basis of the Participant’s adjusted amount before it was adjusted for the Social Security Adjustment Option.
			Although this section of the Plan makes references to “Social Security” benefits, the benefits provided by this option are independent of any benefits provided under the Social Security Act whether the Participant applies for, receives or will be eligible for any such benefits at any time. The estimated Social Security benefit used in determining such level income is not to be changed subsequently if the actual Social Security benefit proves to be different from the estimated amount.
	(f)		Pop-up Option . A Participant may elect to have a contingent annuitant option (including the joint and survivor form of benefit that is the normal form of benefit for a Participant who is married on his Benefit

Commencement Date) revert to a single-life annuity in the event the Surviving Spouse or other designated Beneficiary dies within 5 years of the Benefit Commencement Date, subject to an additional actuarial reduction of the Participant’s benefit and an actuarial adjustment to the benefit payable for the life of the Surviving Spouse or such other designated Beneficiary in the event the Surviving Spouse or other designated Beneficiary survives the 5-year period beginning on the Participant’s Benefit Commencement Date.

4.7

Benefit Computation . A Participant’s retirement benefits shall be computed under the Plan in effect as of the date of the Participant’s termination of employment with the Company and shall not be recomputed, increased or decreased after such termination, except for supplemental increases, if any, as may be granted by the Board of Directors.

4.8

Special Distribution Rules for Key Employees . Notwithstanding any provision of the Plan to the contrary, if a Participant who is a Key Employee becomes entitled to receive a distribution of his retirement benefits on account of termination of employment under Section 4.1, 4.2 or 4.3, distribution of such benefits may not begin earlier than six months following the date of the Participant’s termination of employment, as required by section 409A of the Code and the regulations thereunder. At the expiration of the six-month period, the amounts that would otherwise have been distributable to the Participant during the period shall be immediately paid to the Participant. If the Participant dies during such six-month period, the amounts that would otherwise have been distributable to the

Participant during such six-month period shall be paid to the Participant’s Beneficiary on or around 90 days after the date of the Participant’s death. In no event shall interest be paid on any distribution delayed pursuant to this Section 4.8.

4.9

Hardship Distribution . In the event that the Human Resources Committee of the Company’s Board of Directors, upon written request of a Participant, Surviving Spouse or the beneficiary of any survivor death benefit payable pursuant to the form of a Participant’s retirement benefit in accordance with Section 4.5, determines, in its sole discretion, that the Participant, Surviving Spouse or beneficiary has suffered an unforeseeable financial emergency, the Company shall pay to the Participant, Surviving Spouse or beneficiary, as soon as practicable following such determination, an amount equal to the lesser of: (i) the amount necessary to meet the emergency, including amounts for any and all taxes as may be required pursuant to Section 11.2 or (ii) the value of the Vested Percentage of Participant’s Accrued Benefit expressed as a lump sum, using the “applicable interest rate” and “applicable mortality table” under Code section 417(e)(3) as such terms are used in the Washington Gas Light Company Employees’ Pension Plan for purposes of determining lump sum distributions for small benefit amounts. For purposes of this Section 4.9, an unforeseeable financial emergency is an unexpected need for cash arising from an illness, casualty loss, sudden financial reversal, or other such unforeseeable occurrence. Cash needs arising from foreseeable events such as the purchase of a house or education expenses for children shall not be considered to be the result of an unforeseeable financial

emergency. With respect to that portion of the retirement benefit which is distributed to a Participant, Surviving Spouse or a beneficiary as hardship distribution under this Section 4.9, no further benefit shall be payable to the Participant, Surviving Spouse or beneficiary. It is intended that the Human Resources Committee’s determination as to whether a Participant, Surviving Spouse or beneficiary has suffered an “unforeseeable financial emergency” shall be made consistent with the requirements under section 409A of the Code and applicable regulations.

4.10

Special Transition Distribution Rules . Notwithstanding anything in this Plan to the contrary, prior to January 1, 2008 (or such later time as authorized by the Internal Revenue Service) the timing and form of a Participant’s retirement benefit that would have been payable under the terms of Section 6.1 of the Plan as of October 3, 2004, based on the form and timing of a benefit election under the Basic Plan, shall not be governed by the provisions of this Plan, but shall instead be governed by the provisions of Section 6.1 of the Plan as in effect on October 3, 2004 (as reflected in Exhibit G).

5.

DEATH BENEFIT

5.1

General . Except for the Surviving Spouse’s annuity described in Sections 5.2 and 5.3, and any survivor death benefit payable pursuant to the form of payment of a Participants’ retirement benefits in accordance with Section 4.5, no death benefits shall be payable under this Plan and a Participant shall forfeit all rights to any benefits hereunder upon his death.

5.2

Surviving Spouse of an Active Participant . The Surviving Spouse of a Participant who dies while an Employee shall receive a monthly annuity in an amount equal to 50% of the deceased Participant’s Accrued Benefit (without regard to vesting) determined on the basis of (i) the Participant’s Final Average Compensation at the date of his death, and (ii) the Benefit Service the Participant would have had if his Company employment had continued until his Normal Retirement Date, and (iii) no reduction for benefit commencement before age 65. This benefit shall continue for the lifetime of the Surviving Spouse. Payment of this benefit shall commence in the month following the Participant’s death.

5.3

Surviving Spouse of Former Vested Participant . If a Participant who is not an Employee and is not receiving a benefit under this Plan dies, the Surviving Spouse of such Participant shall receive a benefit of an amount equal to 50% of the annuity that would have been paid to the former Participant under Section 4.3. The benefit payable to the Surviving Spouse shall be distributed in the form in which the benefit would have been paid to the former Participant under Section 4.3. If the Participant dies before the year he would have attained age 55, then

benefits will commence at the time the Participant would have reached age 55 or, if the Participant had in place a valid election under Section 3.2(b) for a later commencement date, at such later commencement date. If the Participant dies after the year he reaches age 55, the benefit shall commence in the month following the Participant’s death and shall continue for the lifetime of the Surviving Spouse.

6.

VESTING

6.1

Vested Percentage .

(a)

General : Subject to Section 6.2 below and the right of the Company to amend or terminate the Plan, any person first becoming a Participant after January 1, 1999 shall vest in his Accrued Benefit at the following rates:

	(i)		10% for each completed 5-year period of Accredited Service up to January 1 of the year in which he or she became a Participant. Four complete years of Accredited Service plus one day of Accredited Service with the Company will be treated as a 5-year period for this purpose; and
	(ii)		5% per Year of Vesting Service earned up to, and including, the year the Participant attains age 49, and
	(iii)		10% per Year of Vesting Service thereafter,

to a maximum of 100%.

In general, a Participant shall have no Vested Percentage prior to the completion of 60 months of Accredited Service with the Company, unless this requirement is waived by the Committee pursuant to Section 6.2(b) of this Plan. Notwithstanding the preceding or anything in this Plan to the contrary, a Participant shall be 100% vested upon the attainment of eligibility for an Early Retirement Benefit and, if not already vested, upon attainment of his or her Normal Retirement Date.

(b)

Special Grandfather Provisions . The provisions of this Section 6.1(b) are subject to Section 6.2 below and the right of the Company to amend or terminate the Plan.

(i)

Participants in this Plan on January 1, 1999: All persons listed on Exhibit A shall have a minimum Vested Percentage of 10%. These persons shall vest at the rate of 10% for each completed 5-year period of Accredited Service with the Company (whether or not as a Participant) prior to January 1, 1999. Four complete years of Accredited Service plus one additional day of Accredited Service with the Company in any one calendar year will be treated as a 5-year period for this purpose; and

	(1)		after January 1, 1999, these Participants also vest at the rate of 5% per Year of Vesting Service to, and including, the year the Participant attains age 49; and
	(2)		10% per Year of Vesting Service thereafter,

to a maximum of 100%.

	(c)		Disability Benefits . Upon Disability of a Participant, the Participant is 100% vested in his Accrued Benefit.
	(d)		Change in Control. Upon a Change in Control, Participants are 100% vested in their Accrued Benefit.

6.2

Vested Percentage – Exceptions .

(a)

Company Initiated Termination . The provisions of Section 6.1(a) will not apply if a Participant’s termination of employment occurs as a result of a Company-initiated action or if his designation of Participant status is withdrawn or rescinded by the Company. In such event, the Participant’s vested interest in his Accrued Benefit shall be calculated in accordance with following table:

(b)

Acceleration of Vesting . The Committee may waive all vesting requirements or permit accelerated vesting arrangements in any case which, in the Committee’s discretion, represents special circumstances;

	(c)		Misconduct . Notwithstanding any Plan provision to the contrary, if a Participant willfully performs any act or willfully fails to perform any act of material importance to the Company, that may result in material discredit or substantial detriment to the Company, then upon a majority vote of the Board of Directors, such Participant, his Surviving Spouse and any Beneficiary of such individual shall forfeit any benefit payments owing on and after the date fixed by the Board of Directors and the Company shall have no further obligation under this Plan to such Participant, his Surviving Spouse or any Beneficiary. If a Participant to which this Section applies received a lump-sum benefit pursuant to Section 4.6, then the Participant or his Surviving Spouse shall return to the Company a proportionate share of such lump-sum payment calculated as follows:
			The lump-sum payment amount shall be multiplied by a fraction, the numerator of which is the number of full years and months which elapsed from the time of the payment to the time of the willful act or failure to act described above, and the denominator of which is the number of full years and months of the Participant’s life expectancy determined as of the time of the lump-sum payment.

7.

FUNDING NATURE OF THE PLAN

The funds used for payment of benefits under this Plan and of the expenses incurred in the administration thereof shall, until such actual payment, continue to be a part of the general funds

of the Company and no person other than the Company shall, by virtue of this Plan, have any interest in any such funds. Nothing contained herein shall be deemed to create a trust of any kind or create any fiduciary relationship. To the extent that any person acquires a right to receive payments from the Company under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company.

8.

ADMINISTRATION OF THE PLAN

The Plan shall be administered by a committee that is comprised of the members of the Retirement Board appointed by the Company’s Board of Directors with respect to the Washington Gas Light Company Employees’ Pension Plan, or such other committee or persons as are selected from time to time by the Board of Directors (the “Committee”). The Committee shall have the exclusive authority and responsibility for all matters in connection with the operation and administration of the Plan, except for the determination for Hardship Distributions reserved under Section 4.9 to the Human Resources Committee of the Company’s Board of Directors. The Committee’s powers and duties shall include, but shall not be limited to, the following: (a) responsibility for the compilation and maintenance of all records necessary in connection with the Plan; (b) authorizing the payment of all benefits and expenses of the Plan as they become payable under the Plan; (c) reducing or otherwise adjusting amounts payable under the Plan if payments are made in error; and (d) authority to engage such legal, accounting, and other professional services as it may deem proper. Benefits under the Plan will be paid only if the Committee decides in its discretion that the Participant is entitled to them, except as reserved to the Human Resources Committee under Section 4.9 of the Plan. The decisions of the Committee shall be made in the sole discretion of the Committee and shall be final and binding upon all parties, including without limitation, the Company, Participants and Beneficiaries.

The Committee, from time to time, may allocate to one or more of its members or to any other person or persons or organizations any of its rights, powers, and duties with respect to the operation and administration of the Plan. Any such allocation shall be reviewed from time to time by the Committee and shall be terminable upon such notice as the Committee, in its sole discretion, deems reasonable and prudent under the circumstances.

The members of the Committee shall serve without compensation, but all benefits payable under the Plan and all expenses properly incurred in the administration of the Plan, including all expenses properly incurred by the Committee in exercising its duties under the Plan, shall be borne by the Company.

9.

AMENDMENTS AND TERMINATION

The Board of Directors reserves the power at any time to terminate this Plan and to otherwise amend any portion of the Plan, provided however, that no such action shall reduce any Accrued Benefit (or any benefit hereunder based thereon) or Vested Percentage on the date of such action.

10.

CLAIMS PROCEDURES.

Any claim for a benefit under the Plan shall be governed by Section 12 of the Washington Gas Light Company Employees’ Pension Plan.

11.

MISCELLANEOUS

	11.1		Construction . The headings and subheadings of this instrument are inserted for convenience of reference only and are not to be considered in the construction of this Plan. Wherever appropriate, words used in the singular may include the plural, plural may be read as the singular and the masculine may include the feminine.
	11.2		Taxes . The Company will deduct from Plan payments or from other compensation payable to a Participant, Surviving Spouse or Beneficiary any amounts required to be withheld for federal, state or local taxes with respect to Benefits under this Plan.

	11.3		Governing Law . The instrument creating the Plan shall be construed, administered, and governed in all respects in accordance with the laws of the Commonwealth of Virginia to the extent not preempted by ERISA. If any provision of this Plan shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall continue to be fully effective.
	11.4		No Right of Employment . Participation in this Plan shall not give to any Employee the right to be retained in the employ of the Company or any right or interest in this Plan other than is herein specifically provided.
	11.5		Payment in Satisfaction of Claims . Any payment to a Participant, Surviving Spouse or Beneficiary or the legal representative of the aforesaid, in accordance with the terms of this Plan shall to the extent thereof be in full satisfaction of all claims such person may have against the Company hereunder, which may require such payee, as a condition to such payment, to execute a receipt and release therefor in such form as shall be determined by the Company.
	11.6		ERISA . This Plan is intended to qualify for exemption from Parts II, III, and IV of ERISA, as amended, as an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of such Act, and shall be so interpreted.
	11.7		No Alienation of Benefits . Benefits under this Plan shall not be alienated, hypothecated or otherwise encumbered, and to the maximum extent permitted by

law such benefits shall not in any way be subject to claim of creditors or liable to attachment, execution or other process of law.

The foregoing Plan document was adopted by resolution of the Board of Directors of Washington Gas Light Company at a regular meeting on                                           , 2006.

By:
		SECRETARY
		WASHINGTON GAS LIGHT COMPANY

Exhibit A

Participants in the Supplemental Executive Retirement Plan on January 1, 1999

Elizabeth M. Arnold
Beverly J. Burke
Richard J. Cook
James H. DeGraffenreidt, Jr.
Richard L. Fisher
John K. Keane, Jr.
Frederic M. Kline
Patrick J. Maher
Lisa M. Metcalfe
Douglas V. Pope
Joseph M. Schepis
Roberta W. Sims
Robert A. Sykes
Robert E. Tuoriniemi
James B. White

Exhibit B

Richard J. Cook
Richard L. Fisher
John K. Keane, Jr.
Patrick J. Maher
Douglas V. Pope
Robert A. Sykes

Exhibit C

Early Retirement Benefit
“Legacy” Formula

		Benefit Service
Age*		<30 years		30 years
65		1		1
64		0.98		1
63		0.96		1
62		0.94		1
61		0.92		1
60		0.90		1
59		0.85		0.85
58		0.80		0.80
57		0.75		0.75
56		0.70		0.70
55		0.65		0.65

Exhibit E

Lump-Sum Calculation Procedure

          1. Determine the participant’s life expectancy as of the lump-sum payment date using the mortality table applicable under Code section 417(e) referenced in Internal Revenue Service (“IRS”) Revenue Ruling 2001-62, or such other table as the IRS shall indicate as a replacement for such table. Round the result up to the next higher whole number of years.

          2. Determine the annual life annuity benefit, payable as of the lump-sum payment date that is to be converted into an actuarially equivalent lump-sum.

          3. Assuming mid-year payment of the amount in Step (2), for each year of the Participant’s future life expectancy, discount each year’s payment back to the lump-sum payment date using the yield on the zero-coupon US Treasury security with maturity equal to the maturity of each year’s payment. The lump-sum shall equal the sum of the discounted payments. The U.S. Treasury yields shall be those published for the date six months prior to the lump-sum payment date. If such date falls on day when U.S. Treasury securities are not traded, yields for the next following business day shall be used.

Exhibit G

Washington Gas Light Company
Supplemental Executive Retirement Plan in effect on 12/31/2004

WASHINGTON GAS LIGHT COMPANY

SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN

As Amended Through November 1, 2000

TABLE OF CONTENTS

				Page
		Article 1. Purpose			1
		Article 2. Definitions			2
		Article 3. Participation			11
		Article 4. Vesting			12
		Article 5. Service			16
		Article 6. Benefits			17
		Article 7. Death Benefits			23
		Article 8. Miscellaneous			26
		Article 9. Appeals from Denial of Claims			29
Exhibit A		Participants in the Supplemental Executive Retirement Plan as of January 1, 1999			31
Exhibit B.		Participants eligible to elect a Full Retirement Pension or Early Retirement Pension			32
Exhibit C.		Early Retirement Pension Benefit “Legacy” Formula			33
Exhibit D.		Early Retirement Pension Benefit “New” Formula			34
Exhibit E.		Lump Sum Calculation Procedure			35
Exhibit F.		Actuarial Equivalent Reduction Factors for Disability Benefits Commencing Prior to Age 55			36

Article 1

Purpose

1.1 Purpose : The purpose of this Supplemental Executive Retirement Plan (Supplemental Plan) is to provide a minimum level of retirement income in the event of normal or early retirement and a minimum level of benefits in the event of death or disability as a means of attracting, retaining, and motivating executives. This Supplemental Plan is designed to provide a benefit which, when added to the benefit provided by the Washington Gas Light Company Employees’ Pension Plan will meet the purpose described above.

     The Company intends that the Supplemental Plan shall at all times be maintained on an unfunded basis for federal income tax purposes under the Internal Revenue Code of 1986, as amended, and be administered as a “top-hat” plan exempt from the substantive requirements of the Employee Retirement Income Security Act of 1974, as amended.

Article 2

Definitions

2.1 Accredited Service : Accredited Service as defined in the Basic Plan.

2.2 Accrued Benefit : The amount expressed in terms of an annual single-life annuity commencing at Normal Retirement Date and determined in accordance with Section 6.4 which describes the Normal Retirement Pension.

     An Accrued Benefit payable at a date other than the Normal Retirement Date shall be calculated by (1) applying to the amount determined in Section 6.4(a) the applicable adjustment factors to reflect the age of the Participant at the commencement date, (2) determining the offsets under Section 6.4(b) adjusted to reflect the age of the Participant at the benefit commencement date, and, then (3) subtracting the amount determined in (2) from the amount determined in (1). Any adjustments to the resulting benefit to reflect a payment form other than a life annuity are then applied to the result of Step (3).

2.3 Administrator : The Administrator appointed by the Committee to carry out the administration of this Supplemental Plan.

2.4 Affiliate : An “Affiliate” of a person is a person that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with such person.

2.5 Basic Plan : Washington Gas Light Company Employees’ Pension Plan, as amended from

time to time.

2.6 Benefit Service : As defined in Section 5.1 of this Supplemental Plan.

2.7 Board or Board of Directors : The Board of Directors of Washington Gas Light Company.

2.8 Change of Control : The occurrence of any one or more of the triggering events specified below:

     (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then-outstanding shares of common stock of WGL Holdings, Inc. or (ii) the combined voting power of the then-outstanding voting securities of WGL Holdings, Inc. entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from WGL Holdings, Inc., (ii) any acquisition by WGL Holdings, Inc. or any corporation controlled by or otherwise affiliated with WGL Holdings, Inc., (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by WGL Holdings, Inc. or any corporation controlled by or otherwise affiliated with WGL Holdings, Inc.; or (iv) any

transaction described in clauses (i), (ii), and (iii) of subsection (d) of this Section 2.8; or

     (b) Individuals who, as of the close of business on November 1, 2000, constituted the Board of Directors of WGL Holdings, Inc. (the “Incumbent WGL Holdings, Inc. Board”) cease for any reason to constitute at least a majority of the Board of Directors of WGL Holdings, Inc.; provided, however, that any individual becoming a director subsequent to November 1, 2000 whose election, or nomination for election by WGL Holdings, Inc.’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent WGL Holdings, Inc. Board shall be considered as though such individual were a member of the Incumbent WGL Holdings, Inc. Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent WGL Holdings, Inc. Board; or

     (c) The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then-outstanding shares of common stock of Washington Gas Light Company (the “Utility”) or (ii) the combined voting power of the then-outstanding voting securities of the Utility entitled to vote generally in the election of directors, provided, however, that for purposes of this subsection (c), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Utility, (ii) any acquisition by the Utility or any corporation controlled by or otherwise affiliated with the Utility, (iii) any acquisition by any

employee benefit plan (or related trust) sponsored or maintained by the Utility or any corporation controlled by or otherwise affiliated with the Utility; or (iv) any transaction described in clauses (i) and (ii) of subsection (e) of this Section 2.8; or

     (d) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the WGL Holdings, Inc. (a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding WGL Holdings, Inc. common stock and outstanding WGL Holdings, Inc. voting securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding WGL Holdings, Inc. common stock and outstanding WGL Holdings, Inc. voting securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of WGL Holdings, Inc. or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination, or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such

ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent WGL Holdings, Inc. Board at the time of the execution of the initial agreement, or of such Incumbent WGL Holdings, Inc. Board, providing for such Business Combination; or

     (e) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Utility (a “Utility Business Combination”), in each case unless, following such Utility Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, directly or indirectly, respectively, of the outstanding Utility common stock and the outstanding Utility voting securities immediately prior to such Utility Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Utility Business Combination in substantially the same proportions as their ownership, immediately prior to such Utility Business Combination, of the outstanding Utility common stock and outstanding Utility voting securities, as the case may be, and (ii) no Person (excluding any corporation resulting from such Utility Business Combination or any employee benefit plan (or related trust) of the Utility or such corporation resulting from such Utility Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting

from such Utility Business Combination, or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Utility Business Combination; or

     (f) Approval by the shareholders of WGL Holdings, Inc. of a complete liquidation or dissolution of WGL Holdings, Inc.

2.9 Committee : Means the Committee appointed by the Board to administer the Plan or if no committee is appointed, the Board.

2.10 Company : Washington Gas Light Company and/or its Affiliates.

2.11 Disability : Disability as defined in the Basic Plan.

2.12 Early Retirement Date : Early Retirement Date as defined in the Basic Plan.

2.13 Employee : Any employee who receives salary, wages or commissions from the Company.

2.14 Final Average Compensation : The average of the Participant’s highest Rates of Annual Basic Compensation on December 31 of each of the three years out of the final five years of the Participant’s Accredited Service as a Participant preceding such Participant’s Normal Retirement Date, Early Retirement Date, date of Disability, death or the date of the Participant’s Termination as described in Section 3.2, whichever is applicable; however, if such five-year period should include any approved leave of absence in effect on December 31 of any year during such five-year period, his or her Rate of Annual Basic Compensation in effect at the beginning of such leave shall be deemed to be his or her Rates of Annual Basic Compensation in effect for that year. In the event a Participant is entitled to an Accrued Benefit under this Supplemental Plan but has less than three years of Accredited Service as a Participant, the Participant’s Rate of Annual Basic Compensation on December 31 of each year of service while a Participant shall be averaged and such average shall be Participant’s Final Average Compensation. Should a Participant die or incur a Disability and have less than one year of Accredited Service, which year does not include December 31, the Participant’s Final Average Compensation shall be, as applicable, his or her Rates of Annual Basic Compensation on the day preceding the date of such Participant’s death or the Administrator’s acceptance of the Disability under Section 6.7.

2.15 Former Vested Participant : A person who was a former employee who has earned a

vested benefit under Article 4 of this Plan. See Sections 6.8 and 7.3 of this Plan.

2.16 Hardship Election : The election described in Section 7.5 of this Plan.

2.17 Normal Retirement Date : Normal Retirement Date as defined in the Basic Plan.

2. 18 Participant : A person designated as such by the Committee pursuant to Section 3.1 of this Supplemental Plan. Unless expressly provided herein to the contrary or the context dictates otherwise, a Participant shall also include any person (including a beneficiary) who is entitled to a benefit under this Supplemental Plan.

2.19 Plan : This Supplemental Executive Retirement Plan, as it is in effect from time to time (also referred to as the “Supplemental Plan”).

2.20 Rates of Annual Basic Compensation : Participant’s salary as of December 31 and any short term incentive award declared during the year under the Company’s Executive Incentive Compensation Plan, the 1999 Incentive Compensation Plan, or any successor plan, whether taken in cash or deferred.

2.21 Retirement : Retirement as defined in the Basic Plan.

2.22 Supplemental Plan : This Supplemental Executive Retirement Plan

2.23 Utility : Washington Gas Light Company, and its successors.

2.24 Vesting Service : See “Year of Vesting Service”

2.25 Year of Vesting Service : 1000 hours of service with the Company as a Participant in any one calendar year.

Article 3

Participation

3.1 Designation : Each employee of the Company who is designated by the Committee shall be a Participant in this Supplemental Plan. As of January 1, 1999, the active employees listed on Exhibit A were included as Participants in this Supplemental Plan.

3.2 Termination : In the event Participant’s employment with the Company is terminated for whatever reason or in the event the Committee withdraws or rescinds its designation of Participant status with respect to a current employee, such terminated or current employee, as applicable, shall thereafter accrue no additional benefits under this Supplemental Plan and shall have, with respect to previously credited benefits, only such rights as are provided in Articles 4, 5 and 6 hereof.

Article 4

Vesting

     4.1 Vested Pension — General : Except as provided in Section 4.2 of this Article, a Participant shall be vested in, and have rights to, an Accrued Benefit as follows:

      (a) Participants in this Plan on January 1, 1999:

     For persons who were Participants in this Plan on January 1, 1999, benefits under this Plan vest at the rate of 10% for each completed 5-year period of Accredited Service with the Company (whether or not as a Participant) prior to January 1, 1999. Four complete Years of Accredited Service plus one day of Accredited Service with the Company in any one calendar year will be treated as a 5-year period for this purpose. After January 1, 1999, vesting for these Employees is at the rate of 5% per Year of Vesting Service as a Participant to, and including, the year the Participant attains age 49; and 10% per Year of Vesting Service as a Participant hereafter, to a maximum of 100%.