exv10w4



 





Exhibit 10.4




WASHINGTON GAS LIGHT COMPANY




SUPPLEMENTAL EXECUTIVE

RETIREMENT PLAN




Amended and Restated Effective January 1, 2005




 









 






TABLE OF CONTENTS





	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	1.	 	 	 	PURPOSE
	 	1
	 
	 	 	1.1	 	Purpose
	 	1
	 
	 	 	1.2	 	Effective Date
	 	1
	 	 	 	 	 
	 	 
	2.	 	 	 	DEFINITIONS
	 	2
	 
	 	 	2.1	 	“Accredited Service.”
	 	2
	 
	 	 	2.2	 	“Accrued Benefit.”
	 	2
	 
	 	 	2.3	 	“Affiliate.”
	 	2
	 
	 	 	2.4	 	“Beneficiary.”
	 	2
	 
	 	 	2.5	 	“Benefit Commencement Date.”
	 	2
	 
	 	 	2.6	 	“Benefit Service.”
	 	2
	 
	 	 	2.7	 	“Board of Directors.”
	 	3
	 
	 	 	2.8	 	“Change in Control.”
	 	3
	 
	 	 	2.9	 	“Committee.”
	 	3
	 
	 	 	2.10	 	“Company.”
	 	3
	 
	 	 	2.11	 	“Compensation.”
	 	3
	 
	 	 	2.12	 	“Death Benefit.”
	 	4
	 
	 	 	2.13	 	“Disability.”
	 	4
	 
	 	 	2.14	 	“Early Retirement Benefit.”
	 	4
	 
	 	 	2.15	 	“Eligible Employee.”
	 	4
	 
	 	 	2.16	 	“Employee.”
	 	4
	 
	 	 	2.17	 	“ERISA.”
	 	4
	 
	 	 	2.18	 	“Final Average Compensation.”
	 	5
	 
	 	 	2.19	 	“Grandfathered Benefits.”
	 	5
	 
	 	 	2.20	 	“Key Employee.”
	 	5
	 
	 	 	2.21	 	“Normal Retirement Benefit.”
	 	6
	 
	 	 	2.22	 	“Normal Retirement Date.”
	 	6
	 
	 	 	2.23	 	“Participant.”
	 	6
	 
	 	 	2.24	 	“Plan.”
	 	6
	 
	 	 	2.25	 	“Plan Service.”
	 	6






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TABLE OF CONTENTS

(continued)





	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	2.26	 	“Surviving Spouse.”
	 	6
	 
	 	 	2.27	 	“Vested Percentage.”
	 	6
	 
	 	 	2.28	 	“Washington Gas Light Company Employees’ Pension Plan.”
	 	7
	 
	 	 	2.29	 	“Year of Vesting Service.”
	 	7
	 	 	 	 	 
	 	 
	3.	 	 	 	PARTICIPATION
	 	7
	 
	 	 	3.1	 	Commencement of Participation
	 	7
	 
	 	 	3.2	 	Participant Elections
	 	7
	 
	 	 	3.3	 	Termination
	 	9
	 	 	 	 	 
	 	 
	 
	4.	 	 	 	RETIREMENT BENEFITS
	 	9
	 
	 	 	4.1	 	Normal Retirement Benefit
	 	9
	 
	 	 	4.2	 	Early Retirement Benefit
	 	9
	 
	 	 	4.3	 	Terminated Vested Benefit
	 	10
	 
	 	 	4.4	 	Disability Retirement Benefit
	 	11
	 
	 	 	4.5	 	Normal Form of Benefit
	 	12
	 
	 	 	4.6	 	Optional Forms of Distribution
	 	12
	 
	 	 	4.7	 	Benefit Computation
	 	15
	 
	 	 	4.8	 	Special Distribution Rules for Key Employees
	 	15
	 
	 	 	4.9	 	Hardship Distribution
	 	16
	 
	 	 	4.10	 	Special Transition Distribution Rules
	 	17
	 	 	 	 	 
	 	 
	5.	 	 	 	DEATH BENEFIT
	 	18
	 
	 	 	5.1	 	General
	 	18
	 
	 	 	5.2	 	Surviving Spouse of an Active Participant
	 	18
	 
	 	 	5.3	 	Surviving Spouse of Former Vested Participant
	 	18
	 	 	 	 	 
	 	 
	6.	 	 	 	VESTING
	 	19
	 
	 	 	6.1	 	Vested Percentage
	 	19
	 
	 	 	6.2	 	Vested Percentage – Exceptions
	 	21
	 	 	 	 	 
	 	 
	7.	 	 	 	FUNDING NATURE OF THE PLAN
	 	22
	 	 	 	 	 
	 	 
	8.	 	 	 	ADMINISTRATION OF THE PLAN
	 	24
	 	 	 	 	 
	 	 
	9.	 	 	 	AMENDMENTS AND TERMINATION
	 	25
	 	 	 	 	 
	 	 
	10.	 	 	 	CLAIMS PROCEDURES
	 	25






 ii




 









 





TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	11.	 	 	 	MISCELLANEOUS
	 	25
	 	 	 	 	 
	 	 
	 	 	11.1	 	Construction
	 	25
	 
	 	 	11.2	 	Taxes
	 	25
	 
	 	 	11.3	 	Governing Law
	 	26
	 
	 	 	11.4	 	No Right of Employment
	 	26
	 
	 	 	11.5	 	Payment in Satisfaction of Claims
	 	26
	 
	 	 	11.6	 	ERISA
	 	26
	 
	 	 	11.7	 	No Alienation of Benefits
	 	26
	 
	 	 	11.8	 	Incapacity
	 	27
	 
	 	 	11.9	 	Adjustment
	 	27
	 
	 	 	11.10	 	Section 409A of the Code
	 	27
	 
	 	 	 	 	Exhibit A
	 	30
	 
	 	 	 	 	Exhibit B
	 	31
	 
	 	 	 	 	Exhibit C
	 	32
	 
	 	 	 	 	Exhibit D
	 	33
	 
	 	 	 	 	Exhibit E
	 	34
	 
	 	 	 	 	Exhibit F
	 	35
	 
	 	 	 	 	Exhibit G
	 	36






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	1.	 	PURPOSE.






	 	1.1	 	Purpose. Washington Gas Light Company (the “Company”) has established
and maintains the Washington Gas Light Company Supplemental Executive Retirement Plan
(the “Plan”) for the purpose of providing supplemental pension and pension-related
benefits to a select group of management and highly compensated employees of the
Company and its affiliates.
	 
	 	 	 	It is intended that the Plan shall at all times be maintained on an unfunded basis
for federal income tax purposes under the Internal Revenue Code of 1986, as amended
(the “Code”), and administered as a “top-hat” plan exempt from the substantive
requirements of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”).
	 
	 	1.2	 	Effective Date. The Plan was originally established April 28, 1982 and
was amended and restated from time to time thereafter. The Plan was amended and
restated effective January 1, 2005 to comply with the provisions of Code section 409A;
provided the terms of the Plan as amended and restated effective January 1, 2005 shall
not apply to any Accrued Benefit that was earned and vested as of December 31, 2004.
All Accrued Benefits earned and vested as of December 31, 2004 shall continue to be
governed by and subject to the terms of the Plan in effect as of December 31, 2004, a
copy of which is attached as Exhibit G. All Accrued Benefits earned and vested on or
after January 1, 2005 shall be governed by and subject to the terms of the Plan as
amended and restated January 1, 2005.




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	2.	 	DEFINITIONS.




Except as otherwise stated herein, capitalized terms used in this Plan have the meanings set forth
below:





	 	2.1	 	“Accredited Service.” Accredited Service has the meaning set forth in
the Washington Gas Light Company Employees’ Pension Plan.
	 
	 	2.2	 	“Accrued Benefit.” Accrued Benefit means, at any time, the benefit
computed in accordance with Section 4.1, expressed as a single-life annuity commencing
at Normal Retirement Date.
	 
	 	2.3	 	“Affiliate.” Affiliate means a parent or subsidiary of the Company.
	 
	 	2.4	 	“Beneficiary.” Beneficiary means the person or persons entitled to
receive a Participant’s retirement benefits.
	 
	 	2.5	 	“Benefit Commencement Date.” Benefit Commencement Date means the date
on which a Participant’s retirement benefits commence to be paid under this Plan. Such
date shall be the first day of the month immediately following the benefit commencement
date under Section 4.1, Section 4.2 or Section 4.3, or if later, the date elected under
Section 3.2(b).
	 
	 	2.6	 	“Benefit Service.” Benefit Service means the aggregate of a
Participant’s (i) Accredited Service and (ii) Plan Service, up to a maximum aggregate
of 30 years. For a Participant who began participation on or before June 27, 1989,
Benefit




2









 






	 	 	 	Service for the period prior to June 27, 1989 shall be equal to the aggregate of (i)
years of Accredited Service earned through that date and (ii) two years of Plan
Service for each full year of Plan Service earned prior to June 27, 1989. Under no
circumstances shall a Participant’s Benefit Service exceed 30 years.
	 
	 	2.7	 	“Board of Directors.” Board of Directors means the Board of Directors
of Washington Gas Light Company.
	 
	 	2.8	 	“Change in Control.” Change in Control means a Change in Control
pursuant to the terms of the Washington Gas Light Company Change in Control Policy,
which is incorporated by reference herein.
	 
	 	2.9	 	“Committee.” Committee means the committee established pursuant to
Section 8 hereof, as it shall be constituted from time to time.
	 
	 	2.10	 	“Company.” Company means Washington Gas Light Company and any
successor to all or a major portion of the assets or business of the Washington Gas
Light Company.
	 
	 	2.11	 	“Compensation.” Compensation means, for any calendar year, a
Participant’s salary as of December 31 of the calendar year and any short term
incentive award fully earned for the fiscal year that ends during the calendar year
under any incentive compensation plan maintained by the Company, whether such award is
paid during the calendar year or payment is deferred. If a Participant is on an
approved leave of absence as of December 31 of any calendar year, his salary in effect
at the beginning of such leave shall be deemed to be his salary for the year.




3









 






	 	 	 	If a Participant dies or is determined to have incurred a Disability prior to
December 31 of his first year of Plan participation, his Compensation shall be
determined as of the day preceding the date of death or determination of Disability.
	 
	 	2.12	 	“Death Benefit.” Death Benefit has the meaning set forth in Section 5
of the Plan.
	 
	 	2.13	 	“Disability.” Disability means, to the extent consistent with Code
section 409A, a mental or physical condition which constitutes a “Disability” as set
forth in the Washington Gas Light Company Employees’ Pension Plan, provided such
disability is expected to result in death or can be expected to last for a continuous
period of not less than 12 months.
	 
	 	2.14	 	“Early Retirement Benefit.” Early Retirement Benefit means the benefit
described in Section 4.2.
	 
	 	2.15	 	“Eligible Employee.” Eligible Employee means any Employee selected by
the Board of Directors.
	 
	 	2.16	 	“Employee.” Employee means a person who receives salary, wages or
commissions from the Company or an Affiliate and whose wages from the Company or an
Affiliate are subject to withholding for purposes of federal income taxes and the
Federal Insurance Contribution Act, as determined by the Committee.
	 
	 	2.17	 	“ERISA.” ERISA means the Employee Retirement Income Security Act of
1974, as amended from time to time.




4









 






	 	2.18	 	“Final Average Compensation.” Final Average Compensation means the
average of the total amount of Compensation for the three calendar years producing the
highest total, selected from the five consecutive years preceding the Participant’s
termination of employment. In the event the Participant has less than three years of
Compensation prior to his termination of employment, his total amount of Compensation
for his years of service shall be averaged and such average shall be his Final Average
Compensation.
	 
	 	2.19	 	“Grandfathered Benefits.” Grandfathered Benefits means “Accrued
Benefits” as described in the Plan in effect as of December 31, 2004 that were earned
and vested as of December 31, 2004. All Grandfathered Benefits are governed by and
subject to the terms of the Plan in effect as of December 31, 2004 and are not subject
to the terms of the Plan as set forth in this amendment and restatement effective
January 1, 2005.
	 
	 	2.20	 	“Key Employee.” Key Employee means (i) an officer of the Company or
its Affiliates having annual compensation greater than $130,000 (adjusted for inflation
as described in section 416(i) of the Code), (ii) a five percent owner of the Company
and its Affiliates, or (iii) a one percent owner of the Company and its Affiliates who
has annual compensation from the Company and its Affiliates greater than $150,000, as
determined by the Committee in accordance with section 409A of the Code. The number of
officers who are considered Key Employees shall be limited to 50 employees as described
in section 416(i) of the Code. The Committee shall determine the Key Employees each
year in accordance with section 416(i) of the Code, the “specified employee”




5









 






	 	 	 	requirements of section 409A of the Code, and applicable regulations. Key employees
shall be identified as of December 31 of each year with respect to the 12-month
period beginning on the next following April 1.
	 
	 	2.21	 	“Normal Retirement Benefit.” Normal Retirement Benefit means the
benefit described in Section 4.1.
	 
	 	2.22	 	“Normal Retirement Date.” Normal Retirement Date has the meaning set
forth in the Washington Gas Light Employees’ Pension Plan.
	 
	 	2.23	 	“Participant.” Participant means an individual described in Section 3,
unless expressly provided herein to the contrary or the context dictates otherwise, a
Participant shall include any person who is entitled to a benefit under this Plan.
	 
	 	2.24	 	“Plan.” Plan means the Washington Gas Light Company Supplemental
Executive Retirement Plan as set forth in this document and in any amendments from time
to time made hereto.
	 
	 	2.25	 	“Plan Service.” Plan Service means Years of Vesting Service as a
Participant.
	 
	 	2.26	 	“Surviving Spouse.” Surviving Spouse refers to the person who is
legally married to the Participant at the time of his death and for the full one year
(365 days) period immediately prior to his death.
	 
	 	2.27	 	“Vested Percentage.” Vested Percentage means a Participant’s
nonforfeitable interest in his Accrued Benefit determined in accordance with Section 6.




6









 






	 	2.28	 	“Washington Gas Light Company Employees’ Pension Plan.” Washington Gas
Light Company Employees’ Pension Plan means the Washington Gas Light Company Employees’
Pension Plan, originally adopted January 1, 1945, as amended and restated January 1,
2000 and as amended thereafter from time to time.
	 
	 	2.29	 	“Year of Vesting Service.” Year of Vesting Service means each calendar
year as a Participant in which the Participant completes at least 1,000 Hours of
Service including all Hours of Service completed in the year in which an individual
first becomes a Participant, regardless of whether earned before of after first
becoming a Participant. For purposes of this Section 2.29, an “Hour of Service” shall
have the meaning assigned to such term under the Washington Gas Light Company
Employees’ Pension Plan.






	3.	 	PARTICIPATION






	 	3.1	 	Commencement of Participation. Each Eligible Employee shall become a
Participant no earlier than the date the Board of Directors meets and designates the
Employee as an Eligible Employee; Participation shall begin on the date the Board of
Directors shall specify.
	 
	 	3.2	 	Participant Elections.






	 	(a)	 	Initial Elections. A Participant may, within 30 days
of first becoming a Participant, and consistent with Code section 409A and
applicable regulations, make an election with respect to retirement benefits
described




7









 






	 	 	 	in Sections 4.1, 4.2 and 4.3 to receive his benefits in one of the optional
forms of distribution described in Section 4.6.




Elections under Section 3.2(a) shall be made in a form authorized by the Committee. Except as
provided in Section 3.2(c), no initial elections may be made by a Participant more than 30 days
after he first becomes a Participant. Except as provided in Section 3.2(b), below, such elections
shall be irrevocable.





	 	(b)	 	Second Elections. A Participant may, consistent with
Code section 409A and applicable regulations, subsequently elect to defer the
commencement of distributions of his or her retirement benefits or change the
form of the Participant’s distribution, provided (i) the subsequent election is
not effective for 12 months after it is made, and (ii) under the subsequent
election, the distribution may not commence until a date that is at least 5
years later than the earliest date the distribution would otherwise have
commenced.
	 
	 	(c)	 	Special Transition Elections. Notwithstanding anything
in this Plan to the contrary, a Participant may, on or before December 31, 2007
(or such later date as is authorized by the Internal Revenue Service) make an
election as to choices set forth in Section 3.2(a). Such elections shall be
made in form authorized by the Committee, consistent with Code section 409A and
the applicable regulations. Except as provided in Section 3.2(b), these
elections shall be irrevocable.




8









 












	 	3.3	 	Termination. In the event a Participant’s employment with the Company
is terminated for whatever reason or in the event the Board of Directors withdraws or
rescinds its designation of Participant status with respect to an Employee, such
terminated or current Employee, as applicable, shall thereafter accrue no additional
benefits under this Plan and shall have, with respect to previously accrued benefits,
only such rights as are provided in herein. Benefits payable to such terminated or
current Employee, if any, shall be paid in accordance with the terms of the Plan.






	4.	 	RETIREMENT BENEFITS






	 	4.1	 	Normal Retirement Benefit. Upon termination of employment on or after
attainment of his Normal Retirement Date a Participant shall be entitled to a monthly
benefit equal to his Vested Percentage of an amount calculated as 1/12 of the excess of
(a) over (b) where:






	 	(a)	 	equals 2% of Final Average Compensation multiplied by the
number of years of Benefit Service; and
	 
	 	(b)	 	equals the sum of (i) the Normal Retirement Pension determined
under the Washington Gas Light Company Employees’ Pension Plan; (ii) the
Participant’s Grandfathered Benefits and (iii) the annual amount of any other
supplemental pension benefit provided by the Company.






	 	4.2	 	Early Retirement Benefit. A Participant who terminates employment on
or after attainment of age 55 and completion of 10 or more years of Benefit Service but




9









 






	 	 	 	before his Normal Retirement Date shall receive a retirement benefit commencing as
of his termination of employment equal to the Participant’s Accrued Benefit at
termination of employment subject to an early retirement reduction determined in
accordance with Exhibit D. However, a Participant listed on Exhibit B shall receive
the greater of the benefits determined in accordance with Exhibit C or Exhibit D. A
Participant listed on Exhibit B who has attained age 60 and has 30 years of Benefit
Service shall receive a retirement benefit equal to 100% of his Normal Retirement
Benefit. In any event, the Early Retirement Benefit shall be determined by (1)
first applying to the amount determined in Section 4.1(a) the applicable adjustment
factors to reflect the age of the Participant at the Benefit Commencement Date, (2)
determining the offsets under Section 4.1(b) adjusted to reflect the age of the
Participant at the Benefit Commencement Date, and (3) subtracting the amount
determined in (2) from the amount determined in (1). Any adjustments to the
resulting benefit to reflect a payment form other than a life annuity are applied to
the result of step (3).
	 
	 	4.3	 	Terminated Vested Benefit. A Participant who terminates employment
before attaining age 55 shall commence receiving a benefit upon attaining age 55 equal
to the Vested Percentage of the Participant’s Accrued Benefit subject to an early
retirement reduction determined in accordance with Exhibit D. The Terminated Vested
Benefit shall be determined by (1) first applying to the amount determined in Section
4.1(a) the applicable Vested Percentage and adjustment factors to reflect the age of
the Participant at the Benefit Commencement Date, (2) determining the offsets under
Section 4.1(b) adjusted to reflect the vested




10









 






	 	 	 	percentage and age of the of the Participant at the Benefit Commencement Date, and
(3) subtracting the amount determined in (2) from the amount determined in (1). Any
adjustments to the resulting benefit to reflect a payment form other than a life
annuity are applied to the result of step (3).






	 	4.4	 	Disability Retirement Benefit. A Participant who has 10 or more years
of Benefit Service and has incurred a Disability shall receive a benefit equal to the
excess of (a) over (b) where:






	 	(a)	 	equals the greater of (1) his Early Retirement Benefit under
this Plan (except that any such Participant under age 55 will be treated as
though he is age 55); or (2) an amount equal to 110% of the Disability Pension
payable to the Participant under the Washington Gas Light Company Employees’
Pension Plan; and
	 
	 	(b)	 	equals the benefit payable to the Participant under the
Washington Gas Light Company Employees’ Pension Plan;




provided that in no event shall such benefit exceed the Participant’s Accrued Benefit. A
Participant with less than 10 years of Benefit Service who incurs a Disability shall receive a
benefit equal to his Accrued Benefit subject to an actuarial reduction determined in accordance
with Exhibit F. The benefit under this Section 4.4 shall be reduced by any benefits payable to the
Participant under the Company’s long term disability plan. The benefit under this Section 4.4
shall commence as soon as practicable following the occurrence of the Disability.




11









 









	 	4.5	 	Normal Form of Benefit. The normal form of a Participant’s retirement
benefit shall be payments in equal monthly installments for his lifetime; provided the
normal form of benefit for a Participant who is married on his Benefit Commencement
Date shall be equal monthly installments for the lifetime of the Participant with 50%
of the amount payable to the Participant continued thereafter for the lifetime of the
Surviving Spouse that is the actuarial equivalent of a single life annuity for the
lifetime of the Participant, using the Actuarial Factors as defined under the
Washington Gas Light Company Employees’ Pension Plan. Notwithstanding, a Participant
may elect, in accordance with Section 3.2 of the Plan, to have his retirement benefit
paid in one of the optional forms of benefits described in Section 4.6. The benefit
election of a Participant who is married on his Benefit Commencement Date is not
subject to spousal consent.
	 
	 	4.6	 	Optional Forms of Distribution. Each of the optional forms of
distribution listed below shall be the actuarial equivalent of a single life annuity
for the lifetime of the Participant, using the Actuarial Factors as defined under the
Washington Gas Light Company Employees’ Pension Plan.






	 	(a)	 	Lump Sum. The Participant may elect to have all or a
portion of his Accrued Benefit paid in a lump-sum, the amount of which shall be
calculated on the basis specified in Exhibit E. If a Participant elects to
have less than all of his Accrued Benefit paid in a lump sum, the remaining
portion of the Participant’s Accrued Benefit will be paid in the normal form of
benefit unless the Participant has elected otherwise.




12









 






	 	(b)	 	Single Life Option. The Participant may elect to have
his Accrued Benefit paid in equal monthly installments for his lifetime.
	 
	 	(c)	 	Contingent Annuitant Option. A participant may elect
to have his benefit paid in equal monthly installments for the lifetime of the
Participant with 50%, 75% or 100% of the amount payable to the Participant
continued thereafter for the lifetime of the Surviving Spouse or any other
designated Beneficiary.
	 
	 	(d)	 	Guaranteed Fixed Period and Life Thereafter Option.
The Participant may elect to have the Participant’s benefits paid in monthly
payments for his life; provided if the Participant dies within the fixed period
that he so designates in his election for this option made in accordance with
Section 3.2, the monthly pension benefit that the Participant was receiving
shall continue to the Participant’s Surviving Spouse or other designated
Beneficiary for the remainder of the fixed period elected by the Participant.
	 
	 	(e)	 	Social Security Adjustment Option. A Participant whose
Benefit Commencement Date occurs before the Participant’s Social Security
benefit first becomes available by reason of age and who has elected to receive
benefits in a form other than a lump sum, may elect to have his monthly benefit
increased until the Participant’s Social Security benefit first becomes
available, and reduced thereafter, so that the Participant receives, as far as
practicable, an approximately level income both before




13









 






	 	 	 	and after the Social Security benefit first becomes available to the
Participant.
	 
	 	 	 	Notwithstanding any other provision to the contrary, if payment is to be
made on the basis of a combination of the Social Security Adjustment Option
and any other option involving payment after the death of the Participant,
an adjustment on account of such other option shall first be made, and the
adjusted amount shall then be further adjusted for the Social Security
Adjustment Option. Moreover, any benefits payable after the death of the
Participant, the amount of which is to be determined on the basis of the
amount that was payable to the Participant, shall be determined on the basis
of the Participant’s adjusted amount before it was adjusted for the Social
Security Adjustment Option.
	 
	 	 	 	Although this section of the Plan makes references to “Social Security”
benefits, the benefits provided by this option are independent of any
benefits provided under the Social Security Act whether the Participant
applies for, receives or will be eligible for any such benefits at any time.
The estimated Social Security benefit used in determining such level income
is not to be changed subsequently if the actual Social Security benefit
proves to be different from the estimated amount.
	 
	 	(f)	 	Pop-up Option. A Participant may elect to have a
contingent annuitant option (including the joint and survivor form of benefit
that is the normal form of benefit for a Participant who is married on his
Benefit






14









 






	 	 	 	Commencement Date) revert to a single-life annuity in the event the
Surviving Spouse or other designated Beneficiary dies within 5 years of the
Benefit Commencement Date, subject to an additional actuarial reduction of
the Participant’s benefit and an actuarial adjustment to the benefit payable
for the life of the Surviving Spouse or such other designated Beneficiary in
the event the Surviving Spouse or other designated Beneficiary survives the
5-year period beginning on the Participant’s Benefit Commencement Date.






	 	4.7	 	Benefit Computation. A Participant’s retirement benefits shall be
computed under the Plan in effect as of the date of the Participant’s termination of
employment with the Company and shall not be recomputed, increased or decreased after
such termination, except for supplemental increases, if any, as may be granted by the
Board of Directors.






	 	4.8	 	Special Distribution Rules for Key Employees. Notwithstanding any
provision of the Plan to the contrary, if a Participant who is a Key Employee becomes
entitled to receive a distribution of his retirement benefits on account of termination
of employment under Section 4.1, 4.2 or 4.3, distribution of such benefits may not
begin earlier than six months following the date of the Participant’s termination of
employment, as required by section 409A of the Code and the regulations thereunder. At
the expiration of the six-month period, the amounts that would otherwise have been
distributable to the Participant during the period shall be immediately paid to the
Participant. If the Participant dies during such six-month period, the amounts that
would otherwise have been distributable to the




15









 






	 	 	 	Participant during such six-month period shall be paid to the Participant’s
Beneficiary on or around 90 days after the date of the Participant’s death. In no
event shall interest be paid on any distribution delayed pursuant to this Section
4.8.






	 	4.9	 	Hardship Distribution. In the event that the Human Resources Committee
of the Company’s Board of Directors, upon written request of a Participant, Surviving
Spouse or the beneficiary of any survivor death benefit payable pursuant to the form of
a Participant’s retirement benefit in accordance with Section 4.5, determines, in its
sole discretion, that the Participant, Surviving Spouse or beneficiary has suffered an
unforeseeable financial emergency, the Company shall pay to the Participant, Surviving
Spouse or beneficiary, as soon as practicable following such determination, an amount
equal to the lesser of: (i) the amount necessary to meet the emergency, including
amounts for any and all taxes as may be required pursuant to Section 11.2 or (ii) the
value of the Vested Percentage of Participant’s Accrued Benefit expressed as a lump
sum, using the “applicable interest rate” and “applicable mortality table” under Code
section 417(e)(3) as such terms are used in the Washington Gas Light Company Employees’
Pension Plan for purposes of determining lump sum distributions for small benefit
amounts. For purposes of this Section 4.9, an unforeseeable financial emergency is an
unexpected need for cash arising from an illness, casualty loss, sudden financial
reversal, or other such unforeseeable occurrence. Cash needs arising from foreseeable
events such as the purchase of a house or education expenses for children shall not be
considered to be the result of an unforeseeable financial




16









 












	 	 	 	emergency. With respect to that portion of the retirement benefit which is
distributed to a Participant, Surviving Spouse or a beneficiary as hardship
distribution under this Section 4.9, no further benefit shall be payable to the
Participant, Surviving Spouse or beneficiary. It is intended that the Human
Resources Committee’s determination as to whether a Participant, Surviving Spouse or
beneficiary has suffered an “unforeseeable financial emergency” shall be made
consistent with the requirements under section 409A of the Code and applicable
regulations.






	 	4.10	 	Special Transition Distribution Rules. Notwithstanding anything in
this Plan to the contrary, prior to January 1, 2008 (or such later time as authorized
by the Internal Revenue Service) the timing and form of a Participant’s retirement
benefit that would have been payable under the terms of Section 6.1 of the Plan as of
October 3, 2004, based on the form and timing of a benefit election under the Basic
Plan, shall not be governed by the provisions of this Plan, but shall instead be
governed by the provisions of Section 6.1 of the Plan as in effect on October 3, 2004
(as reflected in Exhibit G).




17









 












	5.	 	DEATH BENEFIT






	 	5.1	 	General. Except for the Surviving Spouse’s annuity described in
Sections 5.2 and 5.3, and any survivor death benefit payable pursuant to the form of
payment of a Participants’ retirement benefits in accordance with Section 4.5, no death
benefits shall be payable under this Plan and a Participant shall forfeit all rights to
any benefits hereunder upon his death.






	 	5.2	 	Surviving Spouse of an Active Participant. The Surviving Spouse of a
Participant who dies while an Employee shall receive a monthly annuity in an amount
equal to 50% of the deceased Participant’s Accrued Benefit (without regard to vesting)
determined on the basis of (i) the Participant’s Final Average Compensation at the date
of his death, and (ii) the Benefit Service the Participant would have had if his
Company employment had continued until his Normal Retirement Date, and (iii) no
reduction for benefit commencement before age 65. This benefit shall continue for the
lifetime of the Surviving Spouse. Payment of this benefit shall commence in the month
following the Participant’s death.






	 	5.3	 	Surviving Spouse of Former Vested Participant. If a Participant who is
not an Employee and is not receiving a benefit under this Plan dies, the Surviving
Spouse of such Participant shall receive a benefit of an amount equal to 50% of the
annuity that would have been paid to the former Participant under Section 4.3. The
benefit payable to the Surviving Spouse shall be distributed in the form in which the
benefit would have been paid to the former Participant under Section 4.3. If the
Participant dies before the year he would have attained age 55, then




18









 






	 	 	 	benefits will commence at the time the Participant would have reached age 55 or, if
the Participant had in place a valid election under Section 3.2(b) for a later
commencement date, at such later commencement date. If the Participant dies after
the year he reaches age 55, the benefit shall commence in the month following the
Participant’s death and shall continue for the lifetime of the Surviving Spouse.






	6.	 	VESTING






	 	6.1	 	Vested Percentage.






	 	(a)	 	General: Subject to Section 6.2 below and the right of
the Company to amend or terminate the Plan, any person first becoming a
Participant after January 1, 1999 shall vest in his Accrued Benefit at the
following rates:






	 	(i)	 	10% for each completed 5-year period of
Accredited Service up to January 1 of the year in which he or she
became a Participant. Four complete years of Accredited Service plus
one day of Accredited Service with the Company will be treated as a
5-year period for this purpose; and
	 
	 	(ii)	 	5% per Year of Vesting Service earned up to,
and including, the year the Participant attains age 49, and
	 
	 	(iii)	 	10% per Year of Vesting Service thereafter,





to a maximum of 100%.




19









 




In general, a Participant shall have no Vested Percentage prior to the completion of 60 months of
Accredited Service with the Company, unless this requirement is waived by the Committee pursuant to
Section 6.2(b) of this Plan. Notwithstanding the preceding or anything in this Plan to the
contrary, a Participant shall be 100% vested upon the attainment of eligibility for an Early
Retirement Benefit and, if not already vested, upon attainment of his or her Normal Retirement
Date.





	 	(b)	 	Special Grandfather Provisions. The provisions of this
Section 6.1(b) are subject to Section 6.2 below and the right of the Company to
amend or terminate the Plan.






	 	(i)	 	Participants in this Plan on January 1, 1999:
All persons listed on Exhibit A shall have a minimum Vested Percentage
of 10%. These persons shall vest at the rate of 10% for each completed
5-year period of Accredited Service with the Company (whether or not as
a Participant) prior to January 1, 1999. Four complete years of
Accredited Service plus one additional day of Accredited Service with
the Company in any one calendar year will be treated as a 5-year period
for this purpose; and






	 	(1)	 	after January 1, 1999, these
Participants also vest at the rate of 5% per Year of Vesting
Service to, and including, the year the Participant attains age
49; and
	 
	 	(2)	 	10% per Year of Vesting Service
thereafter,





to a maximum of 100%.




20









 






	 	(c)	 	Disability Benefits. Upon Disability of a Participant,
the Participant is 100% vested in his Accrued Benefit.
	 
	 	(d)	 	Change in Control. Upon a Change in Control,
Participants are 100% vested in their Accrued Benefit.






	6.2	 	Vested Percentage – Exceptions.






	 	(a)	 	Company Initiated Termination. The provisions of
Section 6.1(a) will not apply if a Participant’s termination of employment
occurs as a result of a Company-initiated action or if his designation of
Participant status is withdrawn or rescinded by the Company. In such event,
the Participant’s vested interest in his Accrued Benefit shall be calculated in
accordance with following table:





	 	 	 
	Completed Years	 	 
	of	 	 
	Vesting Service	 	Vested Percentage
	1
	 	20%
	2
	 	40%
	3
	 	60%
	4
	 	80%
	5
	 	100%







	 	(b)	 	Acceleration of Vesting. The Committee may waive all
vesting requirements or permit accelerated vesting arrangements in any case
which, in the Committee’s discretion, represents special circumstances;




21









 












	 	(c)	 	Misconduct. Notwithstanding any Plan provision to the
contrary, if a Participant willfully performs any act or willfully fails to
perform any act of material importance to the Company, that may result in
material discredit or substantial detriment to the Company, then upon a
majority vote of the Board of Directors, such Participant, his Surviving Spouse
and any Beneficiary of such individual shall forfeit any benefit payments owing
on and after the date fixed by the Board of Directors and the Company shall
have no further obligation under this Plan to such Participant, his Surviving
Spouse or any Beneficiary. If a Participant to which this Section applies
received a lump-sum benefit pursuant to Section 4.6, then the Participant or
his Surviving Spouse shall return to the Company a proportionate share of such
lump-sum payment calculated as follows:
	 
	 	 	 	The lump-sum payment amount shall be multiplied by a fraction, the numerator
of which is the number of full years and months which elapsed from the time
of the payment to the time of the willful act or failure to act described
above, and the denominator of which is the number of full years and months
of the Participant’s life expectancy determined as of the time of the
lump-sum payment.






	7.	 	FUNDING NATURE OF THE PLAN




The funds used for payment of benefits under this Plan and of the expenses incurred in the
administration thereof shall, until such actual payment, continue to be a part of the general funds




22









 







of the Company and no person other than the Company shall, by virtue of this Plan, have any
interest in any such funds. Nothing contained herein shall be deemed to create a trust of any kind
or create any fiduciary relationship. To the extent that any person acquires a right to receive
payments from the Company under this Plan, such right shall be no greater than the right of any
unsecured general creditor of the Company.




23









 









	8.	 	ADMINISTRATION OF THE PLAN




The Plan shall be administered by a committee that is comprised of the members of the Retirement
Board appointed by the Company’s Board of Directors with respect to the Washington Gas Light
Company Employees’ Pension Plan, or such other committee or persons as are selected from time to
time by the Board of Directors (the “Committee”). The Committee shall have the exclusive authority
and responsibility for all matters in connection with the operation and administration of the Plan,
except for the determination for Hardship Distributions reserved under Section 4.9 to the Human
Resources Committee of the Company’s Board of Directors. The Committee’s powers and duties shall
include, but shall not be limited to, the following: (a) responsibility for the compilation and
maintenance of all records necessary in connection with the Plan; (b) authorizing the payment of
all benefits and expenses of the Plan as they become payable under the Plan; (c) reducing or
otherwise adjusting amounts payable under the Plan if payments are made in error; and (d) authority
to engage such legal, accounting, and other professional services as it may deem proper. Benefits
under the Plan will be paid only if the Committee decides in its discretion that the Participant is
entitled to them, except as reserved to the Human Resources Committee under Section 4.9 of the
Plan. The decisions of the Committee shall be made in the sole discretion of the Committee and
shall be final and binding upon all parties, including without limitation, the Company,
Participants and Beneficiaries.



The Committee, from time to time, may allocate to one or more of its members or to any other person
or persons or organizations any of its rights, powers, and duties with respect to the operation and
administration of the Plan. Any such allocation shall be reviewed from time to time by the
Committee and shall be terminable upon such notice as the Committee, in its sole discretion, deems
reasonable and prudent under the circumstances.




24









 







The members of the Committee shall serve without compensation, but all benefits payable under the
Plan and all expenses properly incurred in the administration of the Plan, including all expenses
properly incurred by the Committee in exercising its duties under the Plan, shall be
borne by the Company.





	9.	 	AMENDMENTS AND TERMINATION




The Board of Directors reserves the power at any time to terminate this Plan and to otherwise amend
any portion of the Plan, provided however, that no such action shall reduce any Accrued Benefit (or
any benefit hereunder based thereon) or Vested Percentage on the date of such action.





	10.	 	CLAIMS PROCEDURES.




Any claim for a benefit under the Plan shall be governed by Section 12 of the Washington Gas Light
Company Employees’ Pension Plan.





	11.	 	MISCELLANEOUS






	 	11.1	 	Construction. The headings and subheadings of this instrument are
inserted for convenience of reference only and are not to be considered in the
construction of this Plan. Wherever appropriate, words used in the singular may
include the plural, plural may be read as the singular and the masculine may include
the feminine.
	 
	 	11.2	 	Taxes. The Company will deduct from Plan payments or from other
compensation payable to a Participant, Surviving Spouse or Beneficiary any amounts
required to be withheld for federal, state or local taxes with respect to Benefits
under this Plan.




25









 












	 	11.3	 	Governing Law. The instrument creating the Plan shall be construed,
administered, and governed in all respects in accordance with the laws of the
Commonwealth of Virginia to the extent not preempted by ERISA. If any provision of
this Plan shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions shall continue to be fully effective.
	 
	 	11.4	 	No Right of Employment. Participation in this Plan shall not give to
any Employee the right to be retained in the employ of the Company or any right or
interest in this Plan other than is herein specifically provided.
	 
	 	11.5	 	Payment in Satisfaction of Claims. Any payment to a Participant,
Surviving Spouse or Beneficiary or the legal representative of the aforesaid, in
accordance with the terms of this Plan shall to the extent thereof be in full
satisfaction of all claims such person may have against the Company hereunder, which
may require such payee, as a condition to such payment, to execute a receipt and
release therefor in such form as shall be determined by the Company.
	 
	 	11.6	 	ERISA. This Plan is intended to qualify for exemption from Parts II,
III, and IV of ERISA, as amended, as an unfunded plan maintained primarily for the
purpose of providing deferred compensation for a select group of management or highly
compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of such Act, and
shall be so interpreted.
	 
	 	11.7	 	No Alienation of Benefits. Benefits under this Plan shall not be
alienated, hypothecated or otherwise encumbered, and to the maximum extent permitted by




26









 






	 	 	 	law such benefits shall not in any way be subject to claim of creditors or liable to
attachment, execution or other process of law.






	 	11.8	 	Incapacity. If an individual entitled to receive retirement benefits
is determined by a court, or if not by a court by the Committee, to be legally
incapable of giving valid receipt and discharge for such benefits, they shall be paid
to the duly appointed and acting guardian, if any, and if no such guardian is appointed
and acting, to such person as the Committee may designate. Such payment shall, to the
extent made, be deemed a complete discharge for such payments under this Plan.
	 
	 	11.9	 	Adjustment. If the Committee is unable to make the determinations
required under this Plan in sufficient time for payments to be made when due, the
Committee shall make the payments upon the completion of such determinations with
interest at a reasonable rate from the due date and may, at its option, make
provisional payments, subject to adjustment, pending such determination.
	 
	 	11.10	 	Section 409A of the Code. The Plan is intended to comply with the
applicable requirements of section 409A of the Code and its corresponding regulations
and related guidance, and shall be maintained and administrated in accordance with
section 409A of the Code to the extent section 409A of the Code applies to the Plan.
Notwithstanding anything in the Plan to the contrary, distributions from the Plan may
only be made in a manner, and upon an event, permitted by section 409A of the Code.




[The remainder of this page intentionally left blank]




27









 







The foregoing Plan document was adopted by resolution of the Board of Directors of Washington Gas
Light Company at a regular meeting on                                         , 2006.




	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 

	 	SECRETARY	 	 	 	 
	 

	 	WASHINGTON GAS LIGHT COMPANY   	 	 	 	 






28









 





Exhibit A




Participants in the Supplemental Executive Retirement Plan on January 1, 1999




Elizabeth M. Arnold

Beverly J. Burke

Richard J. Cook

James H. DeGraffenreidt, Jr.

Richard L. Fisher

John K. Keane, Jr.

Frederic M. Kline

Patrick J. Maher

Lisa M. Metcalfe

Douglas V. Pope

Joseph M. Schepis

Roberta W. Sims

Robert A. Sykes

Robert E. Tuoriniemi

James B. White




29









 





Exhibit B




Richard J. Cook

Richard L. Fisher

John K. Keane, Jr.

Patrick J. Maher

Douglas V. Pope

Robert A. Sykes




30









 





Exhibit C




Early Retirement Benefit

“Legacy” Formula




	 	 	 	 	 
	 	 	Benefit Service
	Age*	 	<30 years	 	30 years
	65
	 	1
	 	1
	64
	 	0.98
	 	1
	63
	 	0.96
	 	1
	62
	 	0.94
	 	1
	61
	 	0.92
	 	1
	 	 	 	 	 
	60
	 	0.90
	 	1
	59
	 	0.85
	 	0.85
	58
	 	0.80
	 	0.80
	57
	 	0.75
	 	0.75
	56
	 	0.70
	 	0.70
	55
	 	0.65
	 	0.65








 




			
	*	 	Nearest Age of Participant (or Former Vested Participant) on date benefits commence.




31









 










Exhibit D




Early Retirement Benefit

“New” Formula




	 	 	 
	 	 	All Service
	Age *	 	Levels
	65
	 	1
	64
	 	0.97
	63
	 	0.94
	62
	 	0.91
	61
	 	0.88
	 	 	 
	60
	 	0.85
	59
	 	0.82
	58
	 	0.79
	57
	 	0.76
	56
	 	0.73
	55
	 	0.70








 




			
	*	 	Nearest Age of Participant (or Former Vested Participant) on date benefits commence.




32









 










Exhibit E




Lump-Sum Calculation Procedure




          1. Determine the participant’s life expectancy as of the lump-sum payment date using the
mortality table applicable under Code section 417(e) referenced in Internal Revenue Service (“IRS”)
Revenue Ruling 2001-62, or such other table as the IRS shall indicate as a replacement for such
table. Round the result up to the next higher whole number of years.




          2. Determine the annual life annuity benefit, payable as of the lump-sum payment date that is
to be converted into an actuarially equivalent lump-sum.




          3. Assuming mid-year payment of the amount in Step (2), for each year of the Participant’s
future life expectancy, discount each year’s payment back to the lump-sum payment date using the
yield on the zero-coupon US Treasury security with maturity equal to the maturity of each year’s
payment. The lump-sum shall equal the sum of the discounted payments. The U.S. Treasury yields
shall be those published for the date six months prior to the lump-sum payment date. If such date
falls on day when U.S. Treasury securities are not traded, yields for the next following business
day shall be used.




33









 








Exhibit F




Actuarial Equivalent Reduction Factors for Disability Benefits

Commencing Prior to Age 55




	 	 	 
	 	 	Factor by Which Age 55 Benefit is
	Nearest Age at	 	Multiplied to Determine Benefit at
	Commencement	 	Commencement Age
	54
	 	0.9261
	53
	 	0.8586
	52
	 	0.7968
	51
	 	0.7402
	50
	 	0.6882
	 	 	 
	49
	 	0.6404
	48
	 	0.5963
	47
	 	0.5557
	46
	 	0.5183
	45
	 	0.4837
	 	 	 
	44
	 	0.4516
	43
	 	0.4220
	42
	 	0.3945
	41
	 	0.3690
	40
	 	0.3453
	 	 	 
	39
	 	0.3233
	38
	 	0.3028
	37
	 	0.2837
	36
	 	0.2660
	35
	 	0.2494
	 	 	 
	34
	 	0.2339
	33
	 	0.2195
	32
	 	0.2060
	31
	 	0.1934
	30
	 	0.1816
	 	 	 
	29
	 	0.1706
	28
	 	0.1603
	27
	 	0.1507
	26
	 	0.1416
	25
	 	0.1331






34









 






Exhibit G




Washington Gas Light Company

Supplemental Executive Retirement Plan in effect on 12/31/2004






WASHINGTON GAS LIGHT COMPANY




SUPPLEMENTAL EXECUTIVE

RETIREMENT PLAN




As Amended Through November 1, 2000




 











 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 	 	Article 1. Purpose
	 	 	1	 
	 	 	 
	 	 	 	 
	 	 	Article 2. Definitions
	 	 	2	 
	 	 	 
	 	 	 	 
	 	 	Article 3. Participation
	 	 	11	 
	 	 	 
	 	 	 	 
	 	 	Article 4. Vesting
	 	 	12	 
	 	 	 
	 	 	 	 
	 	 	Article 5. Service
	 	 	16	 
	 	 	 
	 	 	 	 
	 	 	Article 6. Benefits
	 	 	17	 
	 	 	 
	 	 	 	 
	 	 	Article 7. Death Benefits
	 	 	23	 
	 	 	 
	 	 	 	 
	 	 	Article 8. Miscellaneous
	 	 	26	 
	 	 	 
	 	 	 	 
	 	 	Article 9. Appeals from Denial of Claims
	 	 	29	 
	 	 	 
	 	 	 	 
	Exhibit A	 	Participants in the Supplemental Executive
Retirement Plan as of January 1, 1999
	 	 	31	 
	 	 	 
	 	 	 	 
	Exhibit B.	 	Participants eligible to elect a Full Retirement
Pension or Early Retirement Pension
	 	 	32	 
	 	 	 
	 	 	 	 
	Exhibit C.	 	Early Retirement Pension Benefit “Legacy”
Formula
	 	 	33	 
	 	 	 
	 	 	 	 
	Exhibit D.	 	Early Retirement Pension Benefit “New”
Formula
	 	 	34	 
	 	 	 
	 	 	 	 
	Exhibit E.	 	Lump Sum Calculation Procedure
	 	 	35	 
	 	 	 
	 	 	 	 
	Exhibit F.	 	Actuarial Equivalent Reduction Factors for
Disability Benefits Commencing Prior to Age 55
	 	 	36	 






- i -









 





Article 1




Purpose



1.1 Purpose: The purpose of this Supplemental Executive Retirement Plan (Supplemental
Plan) is to provide a minimum level of retirement income in the event of normal or early retirement
and a minimum level of benefits in the event of death or disability as a means of attracting,
retaining, and motivating executives. This Supplemental Plan is designed to provide a benefit
which, when added to the benefit provided by the Washington Gas Light Company Employees’ Pension
Plan will meet the purpose described above.




     The Company intends that the Supplemental Plan shall at all times be maintained on an unfunded
basis for federal income tax purposes under the Internal Revenue Code of 1986, as amended, and be
administered as a “top-hat” plan exempt from the substantive requirements of the Employee
Retirement Income Security Act of 1974, as amended.



- 1 -









 





Article 2




Definitions



2.1 Accredited Service: Accredited Service as defined in the Basic Plan.



2.2 Accrued Benefit: The amount expressed in terms of an annual single-life annuity
commencing at Normal Retirement Date and determined in accordance with Section 6.4 which describes
the Normal Retirement Pension.




     An Accrued Benefit payable at a date other than the Normal Retirement Date shall be calculated
by (1) applying to the amount determined in Section 6.4(a) the applicable adjustment factors to
reflect the age of the Participant at the commencement date, (2) determining the offsets under
Section 6.4(b) adjusted to reflect the age of the Participant at the benefit commencement date,
and, then (3) subtracting the amount determined in (2) from the amount determined in (1). Any
adjustments to the resulting benefit to reflect a payment form other than a life annuity are then
applied to the result of Step (3).


2.3 Administrator: The Administrator appointed by the Committee to carry out the
administration of this Supplemental Plan.



2.4 Affiliate: An “Affiliate” of a person is a person that directly or indirectly, through
one or more intermediaries, controls or is controlled by, or is under common control with such
person.



2.5 Basic Plan: Washington Gas Light Company Employees’ Pension Plan, as amended from


- 2 -









 






time to time.



2.6 Benefit Service: As defined in Section 5.1 of this Supplemental Plan.



2.7 Board or Board of Directors: The Board of Directors of Washington Gas Light Company.



2.8 Change of Control: The occurrence of any one or more of the triggering events
specified below:





     (a) The acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) (a “Person”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 30% or more of either (i) the then-outstanding shares of common
stock of WGL Holdings, Inc. or (ii) the combined voting power of the then-outstanding voting
securities of WGL Holdings, Inc. entitled to vote generally in the election of directors;
provided, however, that for purposes of this subsection (a), the following acquisitions
shall not constitute a Change of Control: (i) any acquisition directly from WGL Holdings,
Inc., (ii) any acquisition by WGL Holdings, Inc. or any corporation controlled by or
otherwise affiliated with WGL Holdings, Inc., (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by WGL Holdings, Inc.
or any corporation controlled by or otherwise affiliated with WGL Holdings, Inc.; or (iv)
any



- 3 -









 







transaction described in clauses (i), (ii), and (iii) of subsection (d) of this Section
2.8; or




     (b) Individuals who, as of the close of business on November 1, 2000, constituted the
Board of Directors of WGL Holdings, Inc. (the “Incumbent WGL Holdings, Inc. Board”) cease
for any reason to constitute at least a majority of the Board of Directors of WGL Holdings,
Inc.; provided, however, that any individual becoming a director subsequent to November 1,
2000 whose election, or nomination for election by WGL Holdings, Inc.’s shareholders, was
approved by a vote of at least a majority of the directors then comprising the Incumbent WGL
Holdings, Inc. Board shall be considered as though such individual were a member of the
Incumbent WGL Holdings, Inc. Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Incumbent WGL
Holdings, Inc. Board; or




     (c) The acquisition by any Person of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then-outstanding
shares of common stock of Washington Gas Light Company (the “Utility”) or (ii) the combined
voting power of the then-outstanding voting securities of the Utility entitled to vote
generally in the election of directors, provided, however, that for purposes of this
subsection (c), the following acquisitions shall not constitute a Change of Control:
(i) any acquisition directly from the Utility, (ii) any acquisition by the Utility or any
corporation controlled by or otherwise affiliated with the Utility, (iii) any acquisition by
any



- 4 -









 







employee benefit plan (or related trust) sponsored or maintained by the Utility or any
corporation controlled by or otherwise affiliated with the Utility; or (iv) any transaction
described in clauses (i) and (ii) of subsection (e) of this Section 2.8; or




     (d) Consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the WGL Holdings, Inc. (a “Business
Combination”), in each case unless, following such Business Combination, (i) all or
substantially all of the individuals and entities who were the beneficial owners,
respectively, of the outstanding WGL Holdings, Inc. common stock and outstanding WGL
Holdings, Inc. voting securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of
common stock and the combined voting power of the then-outstanding voting securities
entitled to vote generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination in substantially the same proportions
as their ownership, immediately prior to such Business Combination, of the outstanding WGL
Holdings, Inc. common stock and outstanding WGL Holdings, Inc. voting securities, as the
case may be, (ii) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of WGL Holdings, Inc. or such
corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, 30% or more of,
respectively, the then-outstanding shares of common stock of the corporation resulting from
such Business Combination, or the combined voting power of the then-outstanding voting
securities of such corporation, except to the extent that such



- 5 -









 







ownership existed prior to
the Business Combination and (iii) at least a majority of the members of the board of
directors of the corporation resulting from such Business Combination were members of the
Incumbent WGL Holdings, Inc. Board at the time of the execution of the initial agreement, or
of such Incumbent WGL Holdings, Inc. Board, providing for such Business Combination; or




     (e) Consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Utility (a “Utility Business
Combination”), in each case unless, following such Utility Business Combination, (i) all or
substantially all of the individuals and entities who were the beneficial owners, directly
or indirectly, respectively, of the outstanding Utility common stock and the outstanding
Utility voting securities immediately prior to such Utility Business Combination
beneficially own, directly or indirectly, more than 50% of, respectively, the
then-outstanding shares of common stock and the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election of directors,
as the case may be, of the corporation resulting from such Utility Business Combination in
substantially the same proportions as their ownership, immediately prior to such Utility
Business Combination, of the outstanding Utility common stock and outstanding Utility voting
securities, as the case may be, and (ii) no Person
(excluding any corporation resulting from such Utility Business Combination or any
employee benefit plan (or related trust) of the Utility or such corporation resulting from
such Utility Business Combination) beneficially owns, directly or indirectly, 30% or more
of, respectively, the then-outstanding shares of common stock of the corporation resulting



- 6 -









 







from such Utility Business Combination, or the combined voting power of the then-outstanding
voting securities of such corporation, except to the extent that such ownership existed
prior to the Utility Business Combination; or




     (f) Approval by the shareholders of WGL Holdings, Inc. of a complete liquidation or
dissolution of WGL Holdings, Inc.


2.9 Committee: Means the Committee appointed by the Board to administer the Plan or if no
committee is appointed, the Board.



2.10 Company: Washington Gas Light Company and/or its Affiliates.



2.11 Disability: Disability as defined in the Basic Plan.



2.12 Early Retirement Date: Early Retirement Date as defined in the Basic Plan.




- 7 -









 




2.13 Employee: Any employee who receives salary, wages or commissions from the Company.



2.14 Final Average Compensation: The average of the Participant’s highest Rates of Annual
Basic Compensation on December 31 of each of the three years out of the final five years of the
Participant’s Accredited Service as a Participant preceding such Participant’s Normal Retirement
Date, Early Retirement Date, date of Disability, death or the date of the Participant’s Termination
as described in Section 3.2, whichever is applicable; however, if such five-year period should
include any approved leave of absence in effect on December 31 of any year during such five-year
period, his or her Rate of Annual Basic Compensation in effect at the beginning of such leave shall
be deemed to be his or her Rates of Annual Basic Compensation in effect for that year. In the
event a Participant is entitled to an Accrued Benefit under this Supplemental Plan but has less
than three years of Accredited Service as a Participant, the Participant’s Rate of Annual Basic
Compensation on December 31 of each year of service while a Participant shall be averaged and such
average shall be Participant’s Final Average Compensation. Should a Participant die or incur a
Disability and have less than one year of Accredited Service, which year does not include December
31, the Participant’s Final Average Compensation shall be, as applicable, his or her Rates of
Annual Basic Compensation on the day preceding the date of such Participant’s death or the
Administrator’s acceptance of the Disability under Section 6.7.



2.15 Former Vested Participant: A person who was a former employee who has earned a


- 8 -









 






vested benefit under Article 4 of this Plan. See Sections 6.8 and 7.3 of this Plan.



2.16 Hardship Election: The election described in Section 7.5 of this Plan.



2.17 Normal Retirement Date: Normal Retirement Date as defined in the Basic Plan.



2. 18 Participant: A person designated as such by the Committee pursuant to Section 3.1
of this Supplemental Plan. Unless expressly provided herein to the contrary or the context
dictates otherwise, a Participant shall also include any person (including a beneficiary) who is
entitled to a benefit under this Supplemental Plan.



2.19 Plan: This Supplemental Executive Retirement Plan, as it is in effect from time to
time (also referred to as the “Supplemental Plan”).



2.20 Rates of Annual Basic Compensation: Participant’s salary as of December 31 and any
short term incentive award declared during the year under the Company’s Executive Incentive
Compensation Plan, the 1999 Incentive Compensation Plan, or any successor plan, whether taken in
cash or deferred.



2.21 Retirement: Retirement as defined in the Basic Plan.




- 9 -









 







2.22 Supplemental Plan: This Supplemental Executive Retirement Plan



2.23 Utility: Washington Gas Light Company, and its successors.



2.24 Vesting Service: See “Year of Vesting Service”



2.25 Year of Vesting Service: 1000 hours of service with the Company as a Participant in
any one calendar year.




- 10 -









 








Article 3




Participation



3.1 Designation: Each employee of the Company who is designated by the Committee shall be
a Participant in this Supplemental Plan. As of January 1, 1999, the active employees listed on
Exhibit A were included as Participants in this Supplemental Plan.



3.2 Termination: In the event Participant’s employment with the Company is terminated for
whatever reason or in the event the Committee withdraws or rescinds its designation of Participant
status with respect to a current employee, such terminated or current employee, as applicable,
shall thereafter accrue no additional benefits under this Supplemental Plan and shall have, with
respect to previously credited benefits, only such rights as are provided in Articles 4, 5 and 6
hereof.




- 11 -









 








Article 4




Vesting




     4.1 Vested Pension — General: Except as provided in Section 4.2 of this Article, a
Participant shall be vested in, and have rights to, an Accrued Benefit as follows:



     (a) Participants in this Plan on January 1, 1999:



     For persons who were Participants in this Plan on January 1, 1999, benefits under this Plan
vest at the rate of 10% for each completed 5-year period of Accredited Service with the Company
(whether or not as a Participant) prior to January 1, 1999. Four complete Years of Accredited
Service plus one day of Accredited Service with the Company in any one calendar year will be
treated as a 5-year period for this purpose. After January 1, 1999, vesting for these Employees
is at the rate of 5% per Year of Vesting Service as a Participant to, and including, the year the
Participant attains age 49; and 10% per Year of Vesting Service as a Participant hereafter, to a
maximum of 100%.



     (b) Participants joining the Plan after January 1, 1999:



     For any person first becoming a Participant in this Plan after January 1, 1999, benefits vest
at the following rates:



     (i) 10% for each completed 5-year period of Accredited Service up to January 1 of the year in
which he or she became a Participant. Four complete Years of Accredited Service



- 12 -









 







plus one day of Accredited Service with the Company will be treated as a 5-year period for this
purpose; and



     (ii) 5% per Year of Vesting Service earned up to, and including, the year the Participant
attains age 49, and



     (iii) 10% per Year of Vesting Service thereafter, to a maximum of 100%.
Provided however, no person shall be vested in a benefit under this Plan prior to completion of 60
months of Accredited Service with the Company, unless this requirement is waived by the Committee
pursuant to Sec. 4.2(c) of this Plan.



     (c) Minimum vesting level as of January 1, 1999:



     For Participants on January 1, 1999, there is a minimum initial vesting of 10%.



     (d) Grandfather provision:



     For persons who were Participants in this Plan on June 27, 1989, the vested percentage is not
less than the percentage earned by that Participant as of June 27, 1989. This percentage is
calculated under Section 4.2(a), below.



     (e) Disability:



     Upon Disability of a Participant, the Participant is 100% vested under the Plan. The
Disability Pension benefit is provided under Article 6 of this Plan.



     (f) Death:



     Death benefits are provided by Article 7 of this Plan and are calculated without regard to
vesting.



- 13 -









 





     (g) Change of Control:



     Upon a Change of Control, Participants are 100% vested in their Accrued Benefit.


4.2 Vested Pension — Exceptions: Notwithstanding the general provisions in Section 4.1,
the following exceptions shall apply —




     (a) For participation on or before June 27, 1989, a Participant shall be vested in, and have
rights to, an Accrued Benefit as set out in the table below.



	 	 	 
	Completed Years	 	 
	of 	 	Vested
	Vesting Service	 	Percentage
	1
	 	20%
	2
	 	40%
	3
	 	60%
	4
	 	80%
	5
	 	100%






     (b) A Participant’s Accrued Benefit shall vest in accordance with the table in (a) above if
his or her termination of employment occurs as a result of a Company-initiated action or request or
if his or her designation of Participant status is withdrawn or rescinded by the Company; provided,
however, that this provision shall not apply if the forfeiture provisions of Section 8.5 apply.



- 14 -









 





     (c) The Committee may waive all vesting requirements or permit accelerated vesting
arrangements in any case which, in the Committee’s discretion, represents special circumstances.




- 15 -









 





Article 5

Service



5.1 Benefit Service: Except as provided in Section 5.2 of this Article, Benefit Service
shall be equal to Accredited Service as determined under the Basic Plan plus, for each full year of
Accredited Service as a Participant, one additional year to a maximum of 30 years.



5.2 Prior Benefit Service: A Participant who began participation on or before June 27,
1989, shall receive Benefit Service for the period prior to June 27, 1989 which shall be equal to
(i) Accredited Service earned through that date as determined under the Basic Plan plus; (ii) two
additional years for each full year of Accredited Service as a Participant prior to June 27, 1989.




- 16 -









 








Article 6

Benefits



6.1 Normal Form of Pension: A Participant who is entitled to receive a retirement benefit
under this Supplemental Plan may elect to receive such benefit in the form of a single-life
annuity, joint-and-survivor annuity or any other optional form of benefit as set forth in Section
5.2 of the Basic Plan. The normal form of pension under this Supplemental Plan shall be identical
to the form of benefit selected by the Participant under the Basic Plan unless the Participant
requests, and the Company approves, the lump-sum option described in Section 6.2 of this
Supplemental Plan. Any temporary actuarial increase in benefits generated by Participant’s
selection of the option in Section 5.2(b) of the Basic Plan shall not be considered in determining
the Normal Retirement Pension upon which the benefit from this Supplemental Plan is calculated, nor
shall any reduction in Normal Retirement Pension under the Basic Plan at age 62 increase a benefit
under this Supplemental Plan.



6.2 Lump-Sum Option: A Participant may request that the portion of his or her retirement
benefit under this Supplemental Plan related to any short-term incentive award declared under the
Company’s Executive Incentive Compensation Plan, the 1999 Incentive Compensation Plan, or any
successor plan as used in determining Rates of Annual Basic Compensation, be paid in the form of a
lump sum, the amount of which shall be the actuarial equivalent of the Accrued Benefit otherwise payable to the Participant under this Supplemental Plan. A Participant’s


- 17 -









 






request for a
lump sum payment must be submitted in writing to the Administrator at
least six months prior to the date on which a benefit would otherwise be payable hereunder and must be
accompanied by a medical certificate of the Participant’s good health signed by the Company’s
Medical Director in a form satisfactory to the Administrator. A Participant’s request for a lump
sum payment shall be subject to the sole discretion of the Administrator and shall be approved by
the Administrator only if considered to be in the interests of the Company. If approved by the
Administrator, a Participant’s lump-sum payment shall be calculated on the basis specified on
Exhibit E.



6.3 Election of Benefit: A Participant shall not receive a benefit under this Supplemental
Plan prior to initiating a benefit under the Basic Plan, except in the case where Participant is
not eligible to commence a benefit under the Basic Plan. A Participant shall not elect a benefit
for a beneficiary of over 50% of the Participant’s benefit without presenting a medical certificate
of the Participant’s good health signed by the Company’s Medical Director in a form satisfactory to
the Administrator.



6.4 Normal Retirement Pension: On Normal Retirement Date, a Participant shall be eligible
to receive a monthly Normal Retirement Pension equal to 1/12 of the excess of (a) over (b) where:





	 	(a)	 	equals 2% of Final Average Compensation multiplied by the number of years of
Benefit Service; and




- 18 -









 












	 	(b)	 	equals the sum of:






	 	(1)	 	the Normal Retirement Pension payable under the
Basic Plan; and
	 
	 	(2)	 	the annual amount of any other supplemental
pension benefit provided by the Company.




In no event shall the Normal Retirement Pension be less than the Accrued Benefit calculated as of
June 27, 1989.



6.5 Full Retirement Pension: A Participant listed on Exhibit B who has attained at least
age 60 and has 30 years of Benefit Service shall be eligible for a monthly payment of an amount
equal to 100% of the Normal Retirement Pension.



6.6 Early Retirement Pension: A Participant who has attained age 55 and has 10 or more
years of Benefit Service is eligible to select either:





	 	(a)	 	an amount, commencing at age 65, equal to the Accrued Benefit, determined in
the same manner as the Normal Retirement Pension in Section 6.4, based on Benefit
Service and Final Average Compensation as of the Participant’s Early Retirement Date;
or




- 19 -









 












	 	(b)	 	an amount, commencing upon termination of employment , equal to the
Participant’s Accrued Benefit subject to an early retirement reduction determined in
accordance with Exhibit C or D, as applicable. Provided, however, that Participants
listed on Exhibit B shall receive the greater of the benefits determined in accordance
with Exhibits C and D; or
	 
	 	(c)	 	an amount equal to the Participant’s Accrued Benefit to commence on a specified
date 24 months or more after termination of employment, subject to an early retirement
reduction determined in accordance with Exhibit C or D, as applicable. Provided,
however, that Participants listed on Exhibit B shall receive the greater of the
benefits determined in accordance with Exhibits C and D.




6.7 Disability Pension: A Participant who has 10 or more years of Benefit Service and has
suffered a Disability shall be eligible for a monthly amount equal to: (1) the Early Retirement
Pension (except that any such Participant under age 55 will be treated as though age 55); or (2) an
amount equal to 110% of the Disability Pension available from the Basic Plan, whichever is greater;
but in no event shall the amount exceed the Normal Retirement Pension under this Plan as set out in
Section 6.4 above. An Application for a Disability Pension shall be submitted to the Administrator
by the applicant or by the Company, together with a medical certificate signed by the Company’s
Medical Director in a form satisfactory to the Administrator. A Participant with less than 10
years of Benefit Service who suffers a Disability supported by a medical certificate
satisfactory to the Administrator shall be eligible for an immediate benefit calculated in a manner


- 20 -









 






consistent with the Early Retirement Pension described in Section 6.6(b), subject to an actuarial
reduction calculated on the basis specified in Exhibit F. The Supplemental Plan Disability
Benefit will be reduced by any payments under the Company’s Long-term Disability Plan.



6.8 Vested Termination Pension – Former Vested Participants.





	 	(a)	 	Former Vested Participants. A Former Vested Participant who has terminated
service with the Company prior to age 55 has the following election which may be made
during the calendar year prior to the year in which the Former Vested Participant
attains age 55: he or she may elect to (i) commence receiving a benefit under this Plan
at age 55, or (ii) to defer commencement of payment to a specified date at least 24
months following attainment of age 55.
	 
	 	(b)	 	If the Former Vested Participant does not make a timely election under
Paragraph 6.8(a) above, then the benefit will commence at age 55.
	 
	 	(c)	 	Reference is made to the Hardship Election provision below.
	 
	 	(d)	 	The amount of the benefit will be the Participant’s Accrued Benefit, subject to
an early retirement reduction determined in accordance with Exhibit C or D, as
applicable. Participants listed on Exhibit B shall receive the greater of the benefits
determined in accordance with Exhibits C and D.




6. 9 Benefit Compensation: Except as provided in Sections 4.1(d) and 5.2 of this Plan , a
Participant’s pension shall be computed under the terms of the Supplemental Plan in effect as of


- 21 -









 






the date of the Participant’s termination of employment with the Company, and shall not be
recomputed, increased or decreased after such termination, except for supplemental increases, if
any, as may be granted by the Company’s Board of Directors.




- 22 -









 








Article 7

Death Benefits



7.1 Death Benefits: Except for the surviving spouse’s annuity described in Sections 7.2
and 7.3, and any survivor death benefit selected by a Participant in accordance with Section 7.4,
no death benefits shall be payable under this Supplemental Plan and a Participant shall forfeit all
rights to any benefits hereunder upon his or her death. As used in this Article, the term
“surviving spouse” refers to the person who is legally married to the Participant at the time of
his death and for the full one year (365 days) period immediately prior to his death.



7.2 Surviving Spouse of Active Participant: The surviving spouse of a Participant who
dies while an active employee shall be eligible to receive a monthly annuity in an amount equal to
50% of the deceased Participant’s Accrued Benefit (without regard to vesting) determined on the
basis of (i) the Participant’s Final Average Compensation at the date of death, and (ii) the
Benefit Service the Participant would have had if employment had continued until the Normal
Retirement Date, and (iii) no reduction for benefit commencement before age 65. This benefit shall
continue for the lifetime of the surviving spouse. Payment of this benefit shall commence in the
month following the Participant’s death.



7.3 Surviving Spouse of Former Vested Participant





- 23 -









 









	 	(a)	 	Upon the death of a person who is a Former Vested Participant and is not
receiving a benefit under this Plan, the surviving spouse of such person shall receive
an annuity in an amount equal to 50% of the annuity that would have been paid to the
Former Vested Participant under Section 6.8.
	 
	 	(b)	 	If the Former Vested Participant dies prior to the year in which he or she
would have reached age 55, then the surviving spouse may elect in that year to (i)
commence benefits at the time the Former Vested Participant would have reached age 55
(the “age 55 date”), or (ii) to defer receipt of that benefit to a specified date at
least 24 months following the age 55 date. If no such election is made, the benefit
will commence in the month following the age 55 date.
	 
	 	(c)	 	If the Former Vested Participant dies on after the year he or she reaches age
55. the benefit to the surviving spouse shall commence in the month following the
Former Vested Participant’s death.
	 
	 	(d)	 	Reference is made to the Hardship Election provision below.
	 
	 	(e)	 	The amount of the benefit will be 50% of Former Vested Participant’s Accrued
Benefit, subject to early retirement reduction in accordance with Exhibits C or D, as
applicable, and shall continue for the lifetime of the surviving spouse.





- 24 -









 




7.4 Survivor Death Benefit: Upon the death of a retired Participant who is receiving or is
entitled to receive annuity benefits hereunder and who, in accordance with Section 6.1 hereof, had
previously elected to receive his or her Accrued Benefit in a form which pays a death benefit to a
designated surviving beneficiary, such death benefit shall be paid to such designated surviving
beneficiary in accordance with such prior election.



7.5 Hardship Election. If, in the opinion of the Committee, any election to defer a benefit
under this Plan results in an undue hardship, then upon request of the beneficiary, the beneficiary
may elect to accelerate payment of that benefit.




- 25 -









 





Article 8

Miscellaneous



8.1 Amendment, Suspension, or Termination: Any amendment, suspension, or termination of
this Supplemental Plan shall have prospective effect only, be non-discriminatory, and shall not
affect any Accrued Benefit or vested right.



8.2 Nonguarantee of Employment: Nothing in this Supplemental Plan shall be construed as a
contract of employment between the Company and any Participant, or as a right of any Participant to
be continued in the employment of the Company, or as a limitation of the right of the Company to
discharge any Participant, with or without cause.



8.3 Cost: The Company shall pay the full cost of this Supplemental Plan and the Plan shall
at all times be maintained on an unfunded basis. A Participant’s rights to a benefit under this
Supplemental Plan are contractual in nature and in the event the Company is unable to pay any
benefit required hereunder, the Participant shall have, with respect to the Company, only those
rights of an unsecured creditor.



8.4 Nonalienation of Benefits: Benefits payable under this Supplemental Plan shall not be
subject in any manner to alienation, anticipation, assignment, charge, encumbrance, execution,
garnishment, pledge, sale, transfer, or levy of any kind, either voluntary or involuntary,
including


- 26 -









 






any such liability which is for alimony or other payments for the support of a spouse or
former spouse, or for any other relative of the Participant, prior to actually being received by
the person entitled to the benefit under the terms of this Supplemental Plan. Any attempt to
alienate, anticipate, assign, charge, encumber, pledge, sell, transfer, or otherwise dispose of any
right to benefits payable under this Supplemental Plan shall be void. This Supplemental Plan shall
not in any manner be liable for, or subject to, the contracts, debts, liabilities, or torts of any
person entitled to benefits under this Supplemental Plan.



8.5 Forfeiture: Anything herein to the contrary notwithstanding, if a Participant or
retired Participant willfully performs any act or willfully fails to perform any act of material
importance to the Company, which may result in material discredit or substantial detriment to the
Company, then upon recommendation of the Administrator and upon a majority vote of the Board of
Directors, such Participant or retired Participant or the surviving spouse of such Participant
shall forfeit any benefit payments owing on and after the date fixed by the Board of Directors and
the Company shall have no further obligation under this Supplemental Plan to such Participant,
retired Participant, or the surviving spouse of such Participant. If a Participant received his or
her benefit in the form of a lump sum payment pursuant to Section 6.2 hereof, then the Participant
or the surviving spouse of such Participant shall return to the Company a proportionate share of
such lump sum payment calculated as follows: The proportionate share shall equal the product of
the
lump sum payment multiplied by a fraction, the numerator of which is the number of full years and
months which elapsed from the time of the payment to the


- 27 -









 






time of the willful act or failure to act
described herein and the denominator of which is the number of full years and months of the
Participant’s life expectancy determined as of the time of the lump sum payment.



8.6 Governing Law: All matters relating to this Supplemental Plan shall be governed by the
laws of the state of Virginia, without regard to the principles of conflict of laws.




- 28 -









 





Article 9

Appeals from Denial of Claims




     If any claim for benefits under the Plan is wholly or partially denied, the claimant shall be
given notice of the denial. This notice shall be in writing, within a reasonable period of time
after receipt of the claim by the Committee. This period shall not exceed 90 days after receipt of
the claim, except that if special circumstances require an extension of time, written notice of the
extension shall be furnished to the claimant, and an additional 90 days will be considered
reasonable.



     This notice shall be written in a manner calculated to be understood by the claimant and shall
set forth the following information:



     (a) the specific reasons for the denial;



     (b) specific reference to the Plan provisions on which the denial is based;



     (c) a description of any additional material or information necessary for the claimant to
perfect the claim and an explanation of why this material of information is necessary;



     (d) an explanation that a full and fair review by the Committee of the decision denying the
claims may be requested by the claimant or an authorized representative by filing with the
Committee, within 60 days after the notice has been received, a written request for the review; and



- 29 -









 





     (e) if this request is so filed, an explanation that the claimant or an authorized
representative may review pertinent documents and submit issues and comments in writing within the
same 60-day period specified in subsection (d).



     The decision of the Committee upon review shall be made promptly, and not later than 60 days
after the Committee questions receipt of the request for review, unless specific circumstances
require an extension of time for processing. In this case the claimant shall be so notified, and a
decision shall be rendered as soon as possible, but not later than 120 days after receipt of the
request for review. If the claim is denied, wholly or in part, the claimant shall be given a copy
of the decision promptly. The decision shall be it writing, shall include specific reasons for the
denial, shall include specific references to the pertinent Plan provisions on which the denial is
based, and shall be written in a manner calculated to be understood by the claimant.




- 30 -










 





Exhibit A




Participants in the Supplemental Executive Retirement Plan as of January 1, 1999




Elizabeth M. Arnold

Beverly J. Burke

Richard J. Cook

James H. DeGraffenreidt, Jr.

Richard L. Fisher

John K. Keane, Jr.

Frederic M. Kline

Patrick J. Maher

Lisa M. Metcalfe

Douglas V. Pope

Joseph M. Schepis

Roberta W. Sims

Robert A. Sykes

Robert E. Tuoriniemi

James B. White




- 31 -









 





Exhibit B




Participants eligible to elect a Full Retirement Pension or Early Retirement Pension

accordance with terms of Sections 6.5 and 6.6 of the Plan




Richard J. Cook

Richard L. Fisher

John K. Keane, Jr.

Patrick J. Maher

Douglas V. Pope

Robert A. Sykes




- 32 -









 





Exhibit C




Early Retirement Pension Benefit

“Legacy” Formula




	 	 	 	 	 
	 	 	Benefit Service
	Age*	 	<30 years	 	30 years
	65
	 	1
	 	1
	64
	 	0.98
	 	1
	63
	 	0.96
	 	1
	62
	 	0.94
	 	1
	61
	 	0.92
	 	1
	 	 	 	 	 
	60
	 	0.90
	 	1
	59
	 	0.85
	 	0.85
	58
	 	0.80
	 	0.80
	57
	 	0.75
	 	0.75
	56
	 	0.70
	 	0.70
	55
	 	0.65
	 	0.65








 




			
	*	 	Nearest Age of Participant (or Former Vested Participant) on date benefits commence.




- 33 -









 










Exhibit D




Early Retirement Pension Benefit

“New” Formula




	 	 	 
	 	 	All Service
	Age *	 	Levels
	65
	 	1
	64
	 	0.97
	63
	 	0.94
	62
	 	0.91
	61
	 	0.88
	 	 	 
	60
	 	0.85
	59
	 	0.82
	58
	 	0.79
	57
	 	0.76
	56
	 	0.73
	55
	 	0.70








 




			
	*	 	Nearest Age of Participant (or Former Vested Participant) on date benefits commence.




- 34 -









 










EXHIBIT E




LUMP SUM CALCULATION PROCEDURE





	1.	 	Determine the participant’s life expectancy as of the lump sum payment date using the 1983
Group Annuity Mortality Table. Round the result up to the next higher whole number of years.
	 
	2.	 	Determine the annual life annuity benefit, payable as of the lump sum payment date, that is
to be converted into an actuarially equivalent lump sum.
	 
	3.	 	Assuming mid-year payment of the amount in Step (2), for each year of the Participant’s
future life expectancy, discount each year’s payment back to the lump sum payment date using
the yield on the zero-coupon US Treasury security with maturity equal to the maturity of each
year’s payment. The lump sum shall equal the sum of the discounted payments. The U.S.
Treasury yields shall be those published for the date six months prior to the lump sum payment
date. If such date falls on day when U.S. Treasury securities are not traded, yields for the
next following business day shall be used.





- 35 -









 





EXHIBIT F

Actuarial Equivalent Reduction Factors for Disability Benefits

Commencing Prior to Age 55




	 	 	 	 	 
	 	 	Factor by Which Age 55 Benefit is
	Nearest Age at	 	Multiplied to Determine Benefit at
	Commencement	 	Commencement Age
	54

	 	 	0.9261	 
	53

	 	 	0.8586	 
	52

	 	 	0.7968	 
	51

	 	 	0.7402	 
	50

	 	 	0.6882	 
	 
	 	 	 	 
	49

	 	 	0.6404	 
	48

	 	 	0.5963	 
	47

	 	 	0.5557	 
	46

	 	 	0.5183	 
	45

	 	 	0.4837	 
	 
	 	 	 	 
	44

	 	 	0.4516	 
	43

	 	 	0.4220	 
	42

	 	 	0.3945	 
	41

	 	 	0.3690	 
	40

	 	 	0.3453	 
	 
	 	 	 	 
	39

	 	 	0.3233	 
	38

	 	 	0.3028	 
	37

	 	 	0.2837	 
	36

	 	 	0.2660	 
	35

	 	 	0.2494	 
	 
	 	 	 	 
	34

	 	 	0.2339	 
	33

	 	 	0.2195	 
	32

	 	 	0.2060	 
	31

	 	 	0.1934	 
	30

	 	 	0.1816	 
	 
	 	 	 	 
	29

	 	 	0.1706	 
	28

	 	 	0.1603	 
	27

	 	 	0.1507	 
	26

	 	 	0.1416	 
	25

	 	 	0.1331	 







- 36 -