WGL Holdings, Inc.
1999 Incentive Compensation Plan
(As approved by Shareholders March 3, 2000)
(As amended as of November 1, 2000)
WGL HOLDINGS, INC.
1999 INCENTIVE COMPENSATION PLAN
Purpose. The purpose of this 1999 Incentive Compensation Plan (the “Plan”) of WGL Holdings, Inc., a Virginia corporation
(the “Company”), is to advance the interests of the Company and its stockholders by providing 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 stockholders. 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 designated Beneficiary or surviving designated Ben