Form of Employment Agreement between the Company and the certain named executive officers, as defined in
Item 404(a)3 of Regulation S-K. Following is a listing of those named executive officers and the dates of their
James H. DeGraffenreidt, Jr. May 19, 1997
John K. Keane, Jr. May 19, 1997
Joseph M. Schepis May 19, 1997
Frederic M. Kline May 19, 1997
This EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and among Washington Gas Light
Company (the "Company") and (the "Executive"), as of the ___ day of _______, 1997.
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.
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 and to encourage the Executive's
full attention and dedication to the Company currently and in the event of any threatened or pending Change of
Control, and to provide the Executive with compensation and benefits arrangements upon 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 Agreement.
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