WASHINGTON GAS LIGHT COMPANY
DIRECTORS' STOCK COMPENSATION PLAN
As Adopted on October 25, 1995
As Amended January 1, 1998
As Amended March 1, 1999
WASHINGTON GAS LIGHT COMPANY
DIRECTORS' STOCK COMPENSATION PLAN
ARTICLE I
DEFINITIONS
1.01 Affiliate means any "subsidiary" or "parent" corporation of the Company (as such terms are defined in
section 424 of the Code).
1.02 Board means the Board of Directors of the Company.
1.03 Code means the Internal Revenue Code of 1986, as amended.
1.04 Common Stock means the common stock of the Company.
1.05 Company means Washington Gas Light Company.
1.06 Date of Award means each January 1 during the term of the Plan.
1.07 Fair Market Value means, on any given date, the average of the high and low prices of a share of Common
Stock as reported on the New York Stock Exchange or, if the Common Stock was not traded on such day, then
on the next preceding day that the Common Stock was traded on such exchange, all as reported by the Wall
Street Journal.
1.08 Participant means a member of the Board who satisfies the requirements of Article IV. 1.09 Plan means the
Washington Gas Light Company Directors' Stock Compensation Plan.
1
ARTICLE II
PURPOSES
The Plan is intended to assist the Company in promoting a greater identity of interest between the Company's
non-employee directors and its shareholders, and to assist the Company in attracting and retaining non-employee
directors by affording Participants an opportunity to share in the future success of the Company.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Company's Vice President of Human Resources in a manner that is
consistent with the provisions of this Plan. The Company's Vice President of Human Resources shall not be liable
for any act done in good faith with respect to this Plan. All expenses of administering this Plan shall be borne by
the Company and its Affiliates.
ARTICLE IV
ELIGIBILITY
Each member of the Board who is not an employee of the Compa