This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between
Washington Gas Light Company (the “Company” or the “Utility”) and James B. White (the “Executive”), as of
the 1st day of November, 2000.
The Board of Directors of the Company (the “Board”) has determined that it is in the best interests
of the Company and its shareholders to assure that the Company will have the continued dedication of the
Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the
Company or its parent company, WGL Holdings, Inc. The Board believes it is imperative to diminish the
inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or
threatened Change of Control of the Company or WGL Holdings, Inc., to encourage the Executive’s full
attention and dedication to the interests of the Company currently and in the event of any threatened or pending
Change of Control of the Company or WGL Holdings, Inc. and to provide the Executive with compensation and
benefits arrangements upon such a Change of Control which ensure that the compensation and benefits
expectations of the Executive will be satisfied and which are competitive with those of other corporations.
Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain Definitions. (a) The “Effective Date” shall mean the first date during the Change of
Control Period (as defined in Section l(b)) on which a Change of Control (as defined in Section 2) occurs.
Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Executive’s
employment with the Company is terminated within twelve months prior to the date on which the Change of
Control occurs, an