WGL HOLDINGS, INC.
1999 INCENTIVE COMPENSATION PLAN,
As Amended and Restated
March 5, 2003
Purpose. The purpose of this 1999 Incentive Compensation Plan, as Amended and Restated (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.
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 desig