<PAGE>   1
                                                                  EXHIBIT 10.1
                         Washington Gas Light Company


                                 $250,000,000


                         Medium-Term Notes, Series F


                            DISTRIBUTION AGREEMENT


                                                                   May 4, 2001
                                                            New York, New York

Salomon Smith Barney Inc.
388 Greenwich Street
34th Floor
New York, New York 10013

Banc One Capital Markets, Inc.
1 Bank One Plaza
Suite IL1-0595, Corporate Securities Structuring
Chicago, Illinois 60670

Merrill Lynch, Pierce, Fenner & Smith Incorporated
Four World Financial Center
New York, New York 10080

UBS Warburg LLC
677 Washington Boulevard
Stamford, Connecticut 06901

The Williams Capital Group, L.P.
650 Fifth Avenue
10th Floor
New York, New York 10019

Dear Sirs:

        Washington Gas Light Company, a District of Columbia and Virginia
corporation (the "Company"), confirms its agreement with each of you with
respect to the issue and sale by the Company of up to $250,000,000 aggregate
principal amount of its Medium-Term Notes, Series F (the "Notes"). The Company
proposes to issue the Notes under its Indenture, as supplemented, (the
"Indenture") dated as of September 1, 1991 to The Bank of New York, as trustee
(the "Indenture Trustee").

        The Notes will be issued in minimum denominations of $1,000 and in
denominations that are integral multiples thereof (unless otherwise specified
by the Company), will be issued only in




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fully registered form and will have the annual interest rates, maturities and,
if appropriate, other terms set forth in a supplement or supplements to the
Prospectus referred to below. The Notes will be issued, and the terms thereof
established, in accordance with the Indenture and, in the case of Notes sold
pursuant to Section 2(a), the Administrative Procedures attached hereto as
Exhibit A (the "Procedures"). The Procedures may only be amended by written
agreement of the Company and you after notice to, and with the approval of,
the Indenture Trustee. For the purposes of this Agreement, the term "Agent"
shall refer to any of you acting solely in the capacity as agent for the
Company pursuant to Section 2(a) and not as principal (together, the
"Agents"), the term "Purchaser" shall refer to any of you acting solely as
principal pursuant to Section 2(b) and not as agent, and the term "you" shall
refer to you together whether at any time any of you is acting in both such
capacities or in either such capacity.

        1.     Representations and Warranties.  The Company represents and
warrants to, and agrees with, you as set forth below in this Section 1.
Certain terms used in this Section 1 are defined in paragraph (c) hereof.

              (a)     The Company meets the requirements for use of Form S-3
under the Securities Act of 1933, as amended (the "Act"), and has filed with
the Securities and Exchange Commission (the "Commission") two registration
statements on such Form (File Numbers: 333-79465 and 333-58606) (registration
statement No. 333-58606 constituting a post-effective amendment to
registration statement No. 333-79465), each including a basic prospectus, each
of which has become effective, for the registration under the Act of up to
$250,000,000 aggregate principal amount of Notes. Such registration
statements, as amended at the date of this Agreement, meet the requirements
set forth in Rule 415(a)(1)(ix) or (x) under the Act and comply in all other
material respects with said Rule. In connection with the sale of Notes, the
Company proposes to file with the Commission pursuant to the applicable
paragraph of Rule 424 under the Act supplements to the prospectus included in
registration statement No. 333-58606 (the "Prospectus") providing for the
specification of the interest rates, maturity dates, issuance prices,
redemption terms and prices, and, if appropriate, other terms of the Notes
sold pursuant hereto or the offering thereof (any such supplement being
hereinafter called a "Pricing Supplement").

              (b)     At each of the following times: (i) as of the Execution
Time, (ii) on the Effective Date, (iii) when any supplement to the Prospectus
is filed with the Commission, (iv) as of the date of each acceptance by the
Company of an offer for the Purchase of Notes (whether to such Agent as
principal or through such Agent as agent) and (v) at the date of delivery by
the Company of any Notes sold hereunder (a "Closing Date") (1) each
Registration Statement, as amended as of any such time, and the Prospectus, as
supplemented as of any such time, the Indenture, as amended or supplemented as
of any such time, complied or will comply in all material respects with the
applicable requirements of the Act, the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), and the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the respective rules and regulations
thereunder; (2) each Registration Statement, as amended as of any such time,
did not or will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein not misleading; and (3) the Prospectus, as
supplemented as of any such time, will not include any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which





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they were made, not misleading; provided, however, that the Company makes no
representations or warranties as to (A) that part of any Registration
Statement which shall constitute the Statement of Eligibility (Form T-1) under
the Trust Indenture Act of the Indenture Trustee or (B) the information
contained in or omitted from any Registration Statement or the Prospectus (or
any supplement thereto) in reliance upon and in conformity with information
furnished in writing to the Company by any of you specifically for use in
connection with the preparation of any Registration Statement or the
Prospectus (or any supplement thereto).

              (c)     The terms that follow, when used in this Agreement,
shall have the meanings indicated. The term "Effective Date" shall mean the
later of (i) each date that each Registration Statement and any post-effective
amendment or amendments thereto became or become effective or (ii) the time
and date of the filing of the Company's most recent Annual Report on Form
10-K. "Execution Time" shall mean the date and time that this Agreement is
executed and delivered by the parties hereto. "Prospectus" shall mean the form
of prospectus relating to the Securities contained in registration statement
No. 333-58606, which prospectus, pursuant to Rule 429 under the Act, also
relates to registration statement No. 333-79465 at the Effective Date (unless
such prospectus has been amended by the Company subsequent to the Effective
Date, in which case "Prospectus" shall mean the form of prospectus as so
amended). "Registration Statement" shall mean each registration statement
referred to in paragraph (a) above, including incorporated documents, exhibits
and financial statements, as it may be amended at the particular time referred
to, and sometimes referred to herein separately as "Registration Statement No.
333-79465" or "Registration Statement No. 333-58606". "Rule 415" and "Rule
424" refer to such rules under the Act. Any reference herein to any
Registration Statement or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to Item 12 of
Form S-3 which were filed under the Exchange Act on or before the Effective
Date of each Registration Statement or the issue date of the Prospectus, as
the case may be; and any reference herein to the terms "amend", "amended",
"amendment" or "supplement" with respect to each Registration Statement or the
Prospectus shall be deemed to refer to and include the filing of any document
under the Exchange Act after the Effective Date of each Registration Statement
or the issue date of the Prospectus, as the case may be, deemed to be
incorporated therein by reference.

              (d)     The Company has not sustained since the date of the
latest audited financial statements included or incorporated by reference in
Registration Statement No. 333-58606 and the Prospectus, any material loss or
interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, otherwise than as set forth or
contemplated in Registration Statement No. 333-58606 and the Prospectus; and,
since the respective dates as of which information is given in Registration
Statement No. 333-58606 and the Prospectus, there has not been any change in
the capital stock or long-term debt (other than any redemptions or purchases
of First Mortgage Bonds or Medium Term Notes, normal amortization of debt
premium and discount, bank or finance company borrowings and repayments or
additional issuances or repurchases of commercial paper) of the Company or any
material adverse change, or any development involving a prospective material
adverse change, in or affecting the general affairs, management, financial
position, stockholders' equity or results of operations of the Company,
otherwise than as set forth or contemplated in Registration Statement No.
333-58606 and the Prospectus.



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              (e)     The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the District of
Columbia and Virginia, with power and authority (corporate and other) to own
its properties and conduct its business as described in the Prospectus and is
duly qualified to do business in each jurisdiction in which it owns or leases
real property or in which the conduct of its business requires such
qualification except where the failure to be so qualified, considering all
such cases in the aggregate, does not involve a material risk to the business
properties financial position or results of operations of the Company.

              (f)     The creation, issuance and sale of the Notes have been
duly and validly authorized by the Company and, when executed and
authenticated in accordance with the provisions of the Indenture, the Notes
will constitute valid and legally binding obligations of the Company entitled
to the benefits provided by the Indenture, which will be substantially in the
form filed as an exhibit to each Registration Statement; the Indenture has
been duly authorized, executed and delivered by the Company and constitutes a
valid and legally binding instrument, enforceable in accordance with its
terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization
and other laws of general applicability relating to or affecting creditors'
rights and to general equity principles; and the Notes and the Indenture
conform to the descriptions thereof in the Prospectus.

              (g)     The issue and sale of the Notes and the compliance by
the Company with all of the provisions of the Notes, the Indenture, this
Agreement and any Terms Agreement, and the consummation of the transactions
herein and therein contemplated will not conflict with or result in a breach
of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company is a party or by which the Company is bound or
to which any of the property assets of the Company is subject, nor will such
action result in any violation of the provisions of the Company's Charter, as
amended, or the Bylaws of the Company or any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction
over the Company or any of its property or assets; and no consent, approval,
authorization, order, registration or qualification of or with any such court
or governmental agency or body is required for the issue and sale of the Notes
or the consummation by the Company of the other transactions contemplated by
this Agreement or any Terms Agreement or the Indenture except such as have
been prior to the Execution Time, obtained under the Act and the Trust
Indenture Act, and except for filings with and the orders from the Public
Service Commission of the District of Columbia and the State Corporation
Commission of Virginia authorizing the issuance and sale by the Company of the
Notes both of which orders have been obtained and are in full force and
effect.

              (h)     Other than as set forth or contemplated in the
Prospectus, there are no legal or governmental proceedings pending to which
the Company is a party or of which any property of the Company is the subject
which, if determined adversely to the Company, would individually or in the
aggregate have a material adverse effect on the financial position,
stockholders' equity or results of operations of the Company; and, to the best
of the Company's knowledge, no such proceedings are threatened or contemplated
by governmental authorities or threatened by others.

              (i)     There are no contracts or documents of the Company that
are required to be described in each Registration Statement or the Prospectus
or to be filed as exhibits to each



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Registration Statement by the Act or by the rules and regulations thereunder
that have not been so described or filed.

              (j)     The issue and sale of the Notes are solely for the
purpose of financing the business of the Company and the proceeds thereof will
not be used for any other purpose.

              (k)     As of the Execution Time, the Medium Term Note Program
under which the Notes are issued is rated Aa2 by Moody's Investors Services,
Inc. and AA- by Standard & Poor's Ratings Services, or such other rating as to
which the Company shall have most recently notified the Agents.

        2.    Appointment of Agents; Solicitation by the Agents of Offers to
Purchase; Sales of Notes to a Purchaser. (a) Subject to the terms and
conditions set forth herein, the Company hereby authorizes each of the Agents
to act as its agent to solicit offers for the purchase of all or part of the
Notes from the Company. On the basis of the representations and warranties,
and subject to the terms and conditions set forth herein, each of the Agents
agrees, as agent of the Company, to use its reasonable best efforts to solicit
offers to purchase the Notes from the Company upon the terms and conditions
set forth in the Prospectus (and any supplement thereto) and in the
Procedures. The appointment of the Agents hereunder is not exclusive and the
Company may from time to time offer Notes for sale otherwise than to or
through an Agent; provided, however, that so long as this Agreement is in
effect the Company will not appoint any other agent for the purpose of
soliciting purchases of the Notes on a continuous basis. It is understood,
however, that if from time to time the Company is approached by a prospective
agent offering to solicit a specific purchase of Notes, the Company may engage
such agent with respect to such specific purchase, provided that (i) such
agent is engaged on terms substantially similar (including the same commission
schedule) to the applicable terms of this Agreement and (ii) the Agents are
given notice of such purchase promptly after it is agreed to. Each such Agent
is acting in connection with the Notes individually and not collectively or
jointly.

              The Company reserves the right, in its sole discretion, to
reject any offer to purchase Notes, in whole or in part. In addition, the
Company reserves the right, in its sole discretion, to instruct the Agents to
suspend at any time, for any period of time or permanently, the solicitation
of offers to purchase the Notes. Upon receipt of instructions from the
Company, the Agents will forthwith suspend solicitations of offers to purchase
Notes from the Company until such time as the Company has advised them that
such solicitation may be resumed.

              The Company agrees to pay each Agent a commission on the Closing
Date with respect to each sale of Notes by the Company as a result of a
solicitation made by such Agent, in an amount equal to that percentage
specified in Schedule I hereto of the aggregate principal amount of the Notes
sold by the Company. Such commission shall be payable as specified in the
Procedures.

              Subject to the provisions of this Section 2 and to the
Procedures, offers for the purchase of Notes may be solicited by an Agent as
agent for the Company at such times and in such amounts as such Agent deems
advisable.



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              (b)     Subject to the terms and conditions stated herein,
whenever the Company and any of you determines that the Company shall sell
Notes directly to any of you as principal, each such sale of Notes shall be
made in accordance with the terms of this Agreement and a supplemental
agreement relating to such sale. Each such supplemental agreement (which may
be either an oral or written agreement) is herein referred to as a "Terms
Agreement". Each Terms Agreement shall describe the Notes to be purchased by
the Purchaser pursuant thereto and shall specify the aggregate principal
amount of such Notes, the price to be paid to the Company for such Notes, the
maturity date of such Notes, the rate at which interest will be paid on such
Notes, the dates on which interest will be paid on such Notes and the record
date with respect to each such payment of interest, the Closing Date for the
purchase of such Notes, the place of delivery of the Notes and payment
therefor, the method of payment and any requirements for the delivery of
opinions of counsel, certificates from the Company or its officers or a letter
from the Company's independent public accountants as described in Section
6(b). Any such Terms Agreement may also specify the period of time referred to
in Section 4(m). Any written Terms Agreement may be in the form attached
hereto as Exhibit B. The Purchaser's commitment to purchase Notes shall be
deemed to have been made on the basis of the representations and warranties of
the Company herein contained and shall be subject to the terms and conditions
herein set forth.

              Delivery of the certificates for Notes sold to the Purchaser
pursuant to a Terms Agreement shall be made not later than the Closing Date
agreed to in such Terms Agreement, against payment of funds to the Company in
the net amount due to the Company for such Notes by the method and in the form
set forth in the Procedures unless otherwise agreed to between the Company and
the Purchaser in such Terms Agreement.

              Unless otherwise agreed to between the Company and the Purchaser
in a Terms Agreement, any Note sold to a Purchaser (i) shall be purchased by
such Purchaser at a price equal to 100% of the principal amount thereof less a
percentage equal to the commission applicable to an agency sale of a Note of
identical maturity and (ii) may be resold by such Purchaser at varying prices
from time to time or, if set forth in the applicable Terms Agreement and
Pricing Supplement, at a fixed public offering price. In connection with any
resale of Notes purchased, a Purchaser may use a selling or dealer group and
may reallow to any broker or dealer any portion of the discount or commission
payable pursuant hereto.

              If two or more Agents enter into such an agreement to purchase
Notes from the Company as principal and one or more of such Agents shall fail
at the Closing Date to purchase the Notes which it or they are obligated to
purchase (the "Defaulted Notes"), then the nondefaulting Agents shall have the
right, within 24 hours thereafter, to make arrangements for one of them or one
or more other Agents or underwriters to purchase all, but not less than all,
of the Defaulted Notes in such amounts as may be agreed upon and upon the
terms herein set forth; provided, however, that if such arrangements shall not
have been completed within such 24-hour period, then:

                      (i)    If the aggregate principal amount of Defaulted
               Notes does not exceed 10% of the aggregate principal amount of
               Notes to be so purchased by all of such Agents on the Closing
               Date, the nondefaulting Agents shall be obligated, severally
               and not jointly, to purchase the full amount thereof in the
               proportions



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               that their respective initial underwriting obligations bear to
               the underwriting obligations of all nondefaulting Agents; or

                      (ii)   If the aggregate principal amount of Defaulted
               Notes exceeds 10% of the aggregate principal amount of Notes to
               be so purchased by all of such Agents on the Closing Date, such
               agreement shall terminate without liability on the part of any
               nondefaulting Agent.

No action taken pursuant to this paragraph shall relieve any defaulting Agent
from liability in respect of its default. In the event of any such default
which does not result in a termination of such agreement, either the
nondefaulting Agents or the Company shall have the right to postpone the
Closing Date for a period not exceeding seven days in order to effect any
required changes in the Registration Statement or the Prospectus or in any
other documents or arrangements.

        3.     Offering and Sale of Notes.  Each Agent and the Company agree
to perform the respective duties and obligations specifically provided to be
performed by them in the Procedures.

        4.     Agreements.  The Company agrees with you that:

               (a)    Prior to the termination of the offering of the Notes,
        the Company will not file any amendment of any Registration Statement
        or supplement to the Prospectus (except for (i) periodic or current
        reports filed under the Exchange Act, (ii) a Pricing Supplement or
        (iii) a supplement relating to an offering of debt securities other
        than the Notes) unless the Company has furnished each of you a copy
        for your review prior to filing and given each of you a reasonable
        opportunity to comment on any such proposed amendment or supplement.
        Subject to the foregoing sentence, the Company will cause each
        supplement to the Prospectus to be filed with the Commission pursuant
        to the applicable paragraph of Rule 424 within the time period
        prescribed. The Company will promptly advise each of you (i) when the
        Prospectus, and any supplement thereto, shall have been filed with the
        Commission pursuant to Rule 424, (ii) when, prior to the termination
        of the offering of the Notes, any amendment of any Registration
        Statement shall have been filed or become effective, (iii) of any
        request by the Commission for any amendment of any Registration
        Statement or supplement to the Prospectus or for any additional
        information, (iv) of the issuance by the Commission of any stop order
        suspending the effectiveness of any Registration Statement or the
        institution or threatening of any proceeding for that purpose and (v)
        of the receipt by the Company of any notification with respect to the
        initiation or threatening of any proceeding relating to the Notes in
        any jurisdiction. The Company will use its best efforts to prevent the
        issuance of any such stop order and, if issued, to obtain as soon as
        possible the withdrawal thereof.

               (b)    Except as otherwise provided in subsection (n) of this
        Section 4, if, at any time when a prospectus relating to the Notes is
        required to be delivered under the Act, any event occurs as a result
        of which the Prospectus as then supplemented would include any untrue
        statement of a material fact or omit to state any material fact
        necessary to make the statements therein, in the light of the
        circumstances under which they were




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        made, not misleading, or if it shall be necessary to amend any
        Registration Statement or to supplement the Prospectus to comply with
        the Act or the Exchange Act or the respective rules thereunder, the
        Company promptly will (i) notify each of you to suspend solicitation
        of offers to purchase Notes (and, if so notified by the Company, each
        of you shall forthwith suspend such solicitation and cease using the
        Prospectus as then supplemented), (ii) prepare and file with the
        Commission, subject to the first sentence of paragraph (a) of this
        Section 4, an amendment or supplement which will correct such
        statement or omission or effect such compliance and (iii) supply any
        supplemented Prospectus to each of you in such quantities as you may
        reasonably request; provided, however, that should any such event
        relate solely to activities of any Agent, then such Agent shall assume
        the expense of preparing and furnishing any such amendment or
        supplement. If such amendment or supplement, and any documents,
        certificates and opinions furnished to each of you pursuant to
        paragraph (g) of this Section 4 in connection with the preparation of
        filing of such amendment or supplement are satisfactory in all
        respects to you, you will, upon the filing of such amendment or
        supplement with the Commission and upon the effectiveness of an
        amendment to any Registration Statement, if such an amendment is
        required, resume your obligation to solicit offers to purchase Notes
        hereunder.

               (c)    During the term of this Agreement, the Company will
        timely file all documents required to be filed with the Commission
        pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and
        will inform each of you of such filing prior to or on the date of such
        filing. If so requested, the Company will furnish to any of you copies
        of such documents. In addition, on the date on which the Company (or
        as soon as practicable thereafter) makes any announcement to the
        general public concerning earnings or concerning any other event which
        is required to be described, or which the Company proposes to
        describe, in a document filed pursuant to the Exchange Act, the
        Company will furnish to each of you the information contained in such
        announcement. The Company will notify each of you of any downgrading
        in the rating of the Notes or any other debt securities of the
        Company, or any public announcement of placement of the Notes or any
        other debt securities of the Company on what is commonly termed a
        "watch list" for possible downgrading, by any "nationally recognized
        statistical rating organization" (as defined for purposes of Rule
        436(g) under the Act), promptly after the Company learns of any such
        downgrading or public announcement.

               (d)    As soon as practicable, the Company will make generally
        available to its security holders and to each of you an earnings
        statement or statements of the Company which will satisfy the
        provisions of Section 11(a) of the Act and Rule 158 under the Act.

               (e)    The Company will furnish to each of you and your
        counsel, without charge (except as otherwise provided herein), copies
        of each Registration Statement (including exhibits thereto) and, so
        long as delivery of a prospectus may be required by the Act, as many
        copies of the Prospectus and any supplement thereto as you may
        reasonably request.

               (f)    The Company will arrange for the determination of the
        legality of the Notes for purchase by institutional investors.




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               (g)    During the term of this Agreement, the Company shall
        furnish to each of you (i) copies of all annual, quarterly and other
        reports furnished to stockholders of the Company or WGL Holdings,
        Inc., (ii), as requested, copies of all annual, quarterly and current
        reports (without exhibits but including documents incorporated by
        reference therein) of the Company filed with the Commission under the
        Exchange Act and (iii) such other information concerning the Company
        or WGL Holdings, Inc. as you may reasonably request from time to time.

               (h)    The Company shall, whether or not any sale of the Notes
        is consummated, (i) pay all expenses incident to the performance of
        its obligations under this Agreement, including the fees and
        disbursements of its accountants and counsel, the cost of printing or
        other production and delivery of Registration Statement No. 333-58606,
        the Prospectus, all amendments thereof and supplements thereto, the
        Indenture, this Agreement and all other documents relating to the
        offering, the cost of preparing, printing, packaging and delivering
        the Notes, the fees and disbursements, including fees of counsel,
        incurred in compliance with Section 4(f), the fees and disbursements
        of the Indenture Trustee and the fees of any ratings agency that rates
        the Notes, (ii) reimburse each of you on a monthly basis for all
        reasonable out-of-pocket expenses (including, but not limited to,
        advertising expenses), in the aggregate not to exceed two thousand
        five hundred dollars per Agent, incurred by you in connection with
        this Agreement and (iii) pay the reasonable fees and expenses of your
        counsel incurred in connection with this Agreement.

               (i)    Each acceptance by the Company of an offer to purchase
        Notes will be deemed to be a reconfirmation to you of the
        representations and warranties of the Company in Section 1 (except
        that such representations and warranties shall be deemed to relate
        solely to each Registration Statement as then amended and to the
        Prospectus as then amended and supplemented to relate to such Notes).

               (j)    Except as otherwise provided in subsection (n) of this
        Section 4, each time that any Registration Statement or the Prospectus
        is amended or supplemented (other than by (i) an amendment or
        supplement relating to any offering of debt securities other than the
        Notes or (ii) a Pricing Supplement) the Company will deliver or cause
        to be delivered promptly to each of you a certificate of the Company,
        signed by any of the Chairman of the Board, the President, the Chief
        Executive Officer, any Vice President having responsibilities for
        financial matters, the Chief Accounting Officer or the Treasurer of
        the Company, dated the date of the effectiveness of such amendment or
        the date of the filing of such supplement, in form reasonably
        satisfactory to you, of the same tenor as the certificate referred to
        in Section 5(d) but modified to relate to the last day of the fiscal
        quarter for which financial statements of the Company were last filed
        with the Commission and to such Registration Statement and the
        Prospectus as amended and supplemented to the time of the
        effectiveness of such amendment or the filing of such supplement.

               (k)    Except as otherwise provided in subsection (n) of this
        Section 4, each time that any Registration Statement or the Prospectus
        is amended or supplemented (other than by (i) an amendment or
        supplement relating to any offering of debt securities other than





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<PAGE>   10



        the Notes or (ii) a Pricing Supplement), the Company shall furnish or
        cause to be furnished promptly to each of you a written opinion of
        John K. Keane, Jr., Esq., counsel for the Company, satisfactory to
        each of you, dated the date of the effectiveness of such amendment or
        the date of the filing of such supplement, in form satisfactory to
        each of you, of the same tenor as the opinion referred to in Section
        5(b), but modified to relate to such Registration Statement and the
        Prospectus as amended and supplemented to the time of the
        effectiveness of such amendment or the filing of such supplement or,
        in lieu of such opinion, such counsel may furnish each of you with a
        letter to the effect that you may rely on such counsel's last opinion
        to the same extent as though it were dated the date of such letter
        authorizing reliance (except that statements in such last opinion will
        be deemed to relate to such Registration Statement and the Prospectus
        as amended and supplemented to the time of the effectiveness of such
        amendment or the filing of such supplement).

               (l)    Except as otherwise provided in subsection (n) of this
        Section 4, each time that any Registration Statement or the Prospectus
        is amended or supplemented (other than by (i) an amendment or
        supplement relating to any offering of debt securities other than the
        Notes or (ii) a Pricing Supplement) to set forth amended or
        supplemental financial information, the Company shall cause its
        independent public accountants promptly to furnish each of you a
        letter, dated the date of the effectiveness of such amendment or the
        date of the filing of such supplement, in form satisfactory to each of
        you, of the same tenor as the letter referred to in Section 5(e) with
        such changes as may be necessary to reflect the amended and
        supplemental financial information included or incorporated by
        reference in such Registration Statement and the Prospectus, as
        amended or supplemented to the date of such letter.

               (m)    During the period, if any, specified in any Terms
        Agreement, the Company shall not, without the prior consent of the
        Purchaser thereunder, issue or announce the proposed issuance of any
        of its debt securities, including the Notes, with maturities or other
        terms substantially similar to the Notes being purchased pursuant to
        such Terms Agreement.

               (n)    The Company shall not be required to comply with the
        provisions of subsections (b), (j), (k) and (l) of this Section 4
        during any period (which may occur from time to time during the term
        of this Agreement) for which the Company has instructed the Agents to
        suspend the solicitation of offers to purchase Notes; provided that,
        during any such period, any Purchaser does not then hold any Notes
        purchased pursuant to a Terms Agreement. The Company shall be required
        to comply with the provisions of subsections (b), (j), (k) and (l) of
        this Section 4 prior to instructing the Agents to resume the
        solicitation of offers to purchase Notes or prior to entering into a
        Terms Agreement.

               (o)    Within ten days after the issue and sale of any of the
        Notes, the Company will file with the Commission a Certificate of
        Notification on Form U-6B-2 containing the information prescribed by
        that form.

        5.     Conditions to the Obligations of the Agents. The obligations of
each Agent to solicit offers to purchase the Notes shall be subject to (i) the
accuracy of the representations and



                                      10
<PAGE>   11



warranties on the part of the Company contained herein as of the Execution
Time, on the Effective Date and when any supplement to the Prospectus is filed
with the Commission, (ii) the accuracy of the statements of the Company made
in any certificates pursuant to the provisions hereof, (iii) the performance
by the Company of its obligations hereunder and (iv) the following additional
conditions:

               (a)    If filing of the Prospectus, or any supplement thereto,
        is required pursuant to Rule 424, the Prospectus, and any such
        supplement, shall have been filed in the manner and within the time
        period required by Rule 424; and no stop order suspending the
        effectiveness of the Registration Statement shall have been issued and
        no proceedings for that purpose shall have been instituted or
        threatened.

               (b)    The Company shall have furnished to each Agent the
        opinion of John K. Keane, Jr., Esq., counsel for the Company, dated
        the Execution Time, to the effect that:

                      (i)    The Company has been duly incorporated and is
               validly existing as a corporation in good standing under the
               laws of the jurisdiction of its incorporation, with power and
               authority (corporate and other) to own its properties and
               conduct its business as described in the Prospectus, as amended
               or supplemented, and is duly qualified to do business in each
               jurisdiction in which it owns or leases real property or in
               which the conduct of its business requires such qualification
               except where the failure to be so qualified, considering all
               such cases in the aggregate, does not involve a material risk
               to the business, properties, financial position or results of
               operations of the Company.

                      (ii)   To the best of such counsel's knowledge and other
               than as set forth or contemplated in the Prospectus, there are
               no legal or governmental proceedings pending to which the
               Company is a party or of which any property of the Company is
               the subject which, if determined adversely to the Company,
               would individually or in the aggregate have a material adverse
               effect on the financial position, stockholders' equity or
               results of operations of the Company; and, to the best of such
               counsel's knowledge, no such proceedings are threatened or
               contemplated by governmental authorities or threatened by
               others.

                      (iii)  This Agreement has been duly authorized, executed
               and delivered by the Company.

                      (iv)   The creation, issuance and sale of the Notes has
               been duly and validly authorized and, when issued within the
               limitations set forth in the orders from the Public Service
               Commission of the District of Columbia and the State
               Corporation Commission of Virginia referred to in paragraph
               (vii) below and executed and authenticated in accordance with
               the provisions of the Indenture and delivered to and paid for
               by the purchasers thereof in accordance with this Agreement,
               the Notes will constitute valid and legally binding obligations
               of the Company entitled to the benefit provided by the
               Indenture; and the Notes and the Indenture conform to the
               descriptions thereof in the Prospectus.



                                      11
<PAGE>   12



                      (v)    The Indenture has been duly authorized, executed
               and delivered by the parties thereto and constitutes a valid
               and legally binding instrument, enforceable in accordance with
               its terms, subject as to enforcement, to bankruptcy,
               insolvency, reorganization and other laws of general
               applicability relating to or affecting creditors' rights and to
               general equity principles; and the Indenture has been duly
               qualified under the Trust Indenture Act.

                      (vi)   The issue and sale of the Notes and the
               compliance by the Company with all of the provisions of the
               Notes, the Indenture and this Agreement and the consummation of
               the transactions therein and herein contemplated will not
               conflict with or result in a breach of any of the terms or
               provisions of, or constitute a default under, any indenture,
               mortgage, deed of trust, loan agreement or other agreement or
               instrument known to such counsel to which the Company is a
               party or by which the Company is bound or to which any of the
               property or assets of the Company is subject, nor will such
               action result in any violation of the provisions of the
               Company's Charter, as amended, or Bylaws or any statute or any
               order, rule or regulation known to such counsel of any court or
               governmental agency or body having jurisdiction over the
               Company or any of its properties.

                      (vii)  No consent, approval, authorization, order,
               registration or qualification of or with any such court or
               governmental agency or body having jurisdiction over the
               Company or any of its properties, including, without
               limitation, the Commission under the Public Utility Holding
               Company Act of 1935, is required for the issue and sale of the
               Notes or the consummation by the Company of the other
               transactions contemplated by this Agreement or the Indenture,
               except such as have been obtained under the Act and the Trust
               Indenture Act, and except for filings with and the orders from
               the Public Service Commission of the District of Columbia and
               the State Corporation Commission of Virginia authorizing the
               issuance and sale by the Company of the Notes, both of which
               orders have been obtained and are in full force and effect.

                      (viii) Each Registration Statement and the Prospectus
               (except as to the financial statements and other financial data
               contained or incorporated by reference therein as to which such
               counsel need express no opinion) comply as to form in all
               material respects with all applicable requirements of the Act,
               the Exchange Act and the applicable instructions, rules and
               regulations of the Commission thereunder; each Registration
               Statement has become effective under the Act, and, to the best
               knowledge of such counsel, no proceedings for a stop order with
               respect thereto have been instituted or are pending or
               threatened under Section 8 of the Act; and such counsel has no
               reason to believe that each Registration Statement, at its
               Effective Date, contained an untrue statement of a material
               fact or omitted to state a material fact required to be stated
               therein or necessary to make the statements therein not
               misleading, or that the Prospectus, as of the date of such
               opinion, includes an untrue statement of a material fact or
               omits to state a material fact necessary in order to make the
               statements therein, in the light of the circumstances under
               which they were made, not misleading.




                                      12
<PAGE>   13



                      (ix)   The Company is a subsidiary of a public utility
               holding company registered under the Public Utility Holding
               Company Act of 1935. The Company's gas distribution activities
               are exempt from the Natural Gas Act.

                      (x)    The Public Service Commission of the District of
               Columbia and the State Corporation Commission of Virginia have
               issued appropriate orders with respect to the issuance and sale
               of the Notes in accordance with this Agreement; such orders are
               still in full force and effect; the issuance and sale of the
               Notes in accordance with this Agreement conform with the terms
               of such orders.

               (c)    Each Agent shall have received from Pillsbury Winthrop
        LLP, counsel for the Agents, an opinion, dated the Execution Time,
        with respect to the issuance and sale of the Notes, the Indenture, the
        Registration Statements, the Prospectus (together with any supplement
        thereto) and other related matters as the Agents may reasonably
        require, and the Company shall have furnished to such counsel such
        documents as they reasonably request for the purpose of enabling them
        to pass upon such matters.

               (d)    The Company shall have furnished to each Agent a
        certificate of the Company, signed by any of the Chairman of the
        Board, the President, the Chief Executive Officer, any Vice President
        having responsibilities for financial matters, the Chief Accounting
        Officer or the Treasurer of the Company, dated the Execution Time, to
        the effect that the signer of such certificate has carefully examined
        each Registration Statement, the Prospectus, any supplement to the
        Prospectus and this Agreement and that:

                      (i)    The representations and warranties of the Company
               in this Agreement are true and correct in all material respects
               on and as of the date of such certificate with the same effect
               as if made at the Execution Time and the Company has complied
               with all the agreements and satisfied all the conditions on its
               part to be performed or satisfied as a condition to the
               obligation of the Agents to solicit offers to purchase the
               Notes.

                      (ii)   No stop order suspending the effectiveness of any
               Registration Statement has been issued and no proceedings for
               that purpose have been instituted or, to the Company's
               knowledge, threatened.

                      (iii)  (1) Since the date of the latest audited
               financial statements included or incorporated by reference in
               Registration Statement No. 333-58606 and the Prospectus, there
               has not been any material loss or interference with the
               Company's business from fire, explosion, flood or other
               calamity, whether or not covered by insurance, or from any
               labor dispute or court or governmental action, order or decree,
               otherwise than as set forth or contemplated in Registration
               Statement No. 333-58606 and the Prospectus and (2) since the
               respective dates as of which information is given in
               Registration Statement No. 333-58606 and the Prospectus, there
               has not been any change in the capital stock or long-term debt
               (other than any redemptions or purchases of its First Mortgage
               Bonds or Medium Term Notes, normal amortization of debt premium
               and discount, bank or finance company borrowings and repayments
               or additional issuances or repurchases of



                                      13
<PAGE>   14



               commercial paper) of the Company or any change, or any
               development involving a prospective change, in or affecting the
               general affairs, management, financial position, stockholders'
               equity or results of operations of the Company, otherwise than
               as set forth or contemplated in Registration Statement No.
               333-58606 and the Prospectus.

               (e)    At the Execution Time, Arthur Andersen LLP shall have
        furnished to each Agent a letter, dated as of the Execution Time, in
        form and substance satisfactory to the Agents, confirming that they
        are independent certified public accountants within the meaning of the
        Act and the applicable published rules and regulations thereunder and
        stating in effect that:

                      (i)    In their opinion the audited consolidated
               financial statements and related supplemental schedules
               included or incorporated by reference in Registration Statement
               No. 333-58606 and the Prospectus comply in form in all material
               respects with the applicable accounting requirements of the Act
               and the Exchange Act and the published rules and regulations
               thereunder.

                      (ii)   On the basis of a reading of the latest unaudited
               financial statements made available by the Company; a reading
               of the minutes of the meetings of the Board of Directors of the
               Company; and inquiries of certain officials of the Company who
               have responsibility for financial and accounting matters of the
               Company, nothing came to their attention which caused them to
               believe that:

                             (1)    any unaudited condensed financial
                      statements included or incorporated by reference in
                      Registration Statement No. 333-58606 and the Prospectus
                      do not comply in form in all material respects with the
                      applicable accounting requirements and with the
                      published rules and regulations of the Commission with
                      respect to financial statements included or incorporated
                      in Quarterly Reports on Form 10-Q under the Exchange
                      Act; or that said unaudited condensed financial
                      statements are not in conformity with generally accepted
                      accounting principles applied on a basis substantially
                      consistent with that of the audited financial statements
                      included or incorporated by reference in Registration
                      Statement No. 333-58606 and the Prospectus;

                             (2)    with respect to the period subsequent to
                      the date of the most recent financial statements (other
                      than any capsule information) included or incorporated
                      by reference in Registration Statement No. 333-58606 and
                      the Prospectus (the "Latest Date of Financials"), (A)
                      there was any increase in long-term debt or decrease in
                      net assets or (B) there were any changes, at a specified
                      date not more than five days prior to the date of the
                      letter, in the common stock, non-redeemable serial
                      preferred stock (other than conversions of convertible
                      preferred stock) or long-term debt (other than any
                      redemptions or purchases of First Mortgage Bonds, Medium
                      Term Notes, normal amortization of debt premium and
                      discount,




                                      14
<PAGE>   15



                      conversions of convertible securities, bank or finance
                      company borrowings and repayments or additional
                      issuances or repurchases of commercial paper) of the
                      Company as compared with the amounts shown on the most
                      recent balance sheet included or incorporated by
                      reference in Registration Statement No. 333-58606 and
                      the Prospectus; except in all instances for changes or
                      decreases that Registration Statement No. 333-58606 and
                      the Prospectus disclose have occurred or may occur and
                      except as set forth in such letter; or

                             (3)    with respect to the period subsequent to
                      the Latest Date of Financials to the date of the most
                      recent available interim financial statements, there
                      were any material decreases in operating revenues or net
                      income of the Company, as compared with the comparable
                      period of the preceding year, except in all instances
                      for decreases that Registration Statement No. 333-58606
                      and the Prospectus disclose have occurred or may occur
                      and except as set forth in such letter; or

                             (4)    the amounts included in any unaudited
                      "capsule" information included or incorporated by
                      reference in Registration Statement No. 333-58606 and
                      the Prospectus do not agree with the amounts set forth
                      in the unaudited financial statements for the same
                      periods or were not determined on a basis substantially
                      consistent with that of the corresponding amounts in the
                      audited financial statements included or incorporated by
                      reference in Registration Statement No. 333-58606 and
                      the Prospectus.

                      (iii)  They have compared certain dollar amounts (or
               percentages derived from such dollar amounts) and other
               financial information specified by the Agents (A) which appear
               in the Prospectus under the caption "Ratio of Earnings to Fixed
               Charges", (B) which appear or are incorporated by reference in
               the Company's Annual Report on Form 10-K incorporated by
               reference in Registration Statement No. 333-58606 and the
               Prospectus under the caption "Management's Discussion and
               Analysis of Financial Condition and Results of Operations" or
               (C) which appear in any of the Company's Quarterly Reports on
               Form 10-Q incorporated by reference in Registration Statement
               No. 333-58606 and the Prospectus under the captions
               "Management's Discussion and Analysis of Financial Condition
               and Results of Operations" and "Ratio of Earnings to Fixed
               Charges" (in each case to the extent that such dollar amounts,
               percentages and other financial information are derived from
               the general accounting records of the Company subject to the
               internal controls of the Company's accounting system or are
               derived directly from such records by analysis or computation)
               with the results obtained from inquiries, a reading of such
               general accounting records and other procedures specified in
               such letter and have found such dollar amounts, percentages and
               other financial information to be in agreement with such
               results. All financial statements included in material
               incorporated by reference in the Prospectus shall be deemed
               included in the Prospectus for purposes of this subsection.


                                      15
<PAGE>   16




                      References to the Prospectus in this paragraph (e)
               include any supplement thereto at the date of the letter.

               (f)    Prior to the Execution Time, the Company shall have
        furnished to each Agent such further information, documents,
        certificates and opinions of counsel as the Agents may reasonably
        request.

              If any of the conditions specified in this Section 5 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to such Agents and counsel for the Agents,
this Agreement and all obligations of any Agent hereunder may be canceled at
any time by the Agents. Notice of such cancellation shall be given to the
Company in writing or by telephone or telegraph confirmed in writing.

              The documents required to be delivered by this Section 5 at the
Execution Time shall be delivered at the office of Pillsbury Winthrop LLP, One
Battery Park Plaza, New York, New York 10004.

        6.    Conditions to the Obligations of the Purchaser. The obligations
of the Purchaser to purchase any Notes will be subject to the accuracy of the
representations and warranties on the part of the Company herein as of the
date of any related Terms Agreement and as of the Closing Date for such Notes,
to the performance and observance by the Company of all covenants and
agreements herein contained on its part to be performed and observed and to
the following additional conditions precedent:

               (a)    No stop order suspending the effectiveness of either
        Registration Statement shall have been issued and no proceedings for
        the purpose shall have been instituted or threatened.

               (b)    If specified by any related Terms Agreement and except
        to the extent modified by such Terms Agreement, the Purchaser shall
        have received, appropriately updated, (i) a certificate of the
        Company, dated as of the Closing Date, to the effect set forth in
        Section 5(d), (ii) the opinion of John K. Keane, Jr., Esq., counsel
        for the Company, dated as of the Closing Date, substantially to the
        effect set forth in Section 5(b), (iii) the opinion of Pillsbury
        Winthrop LLP, counsel for the Purchaser, dated as of the Closing Date,
        substantially to the effect set forth in Section 5(c) and (iv) the
        letter of Arthur Andersen LLP, independent public accountants for the
        Company, dated as of the Closing Date, substantially to the effect set
        forth in Section 5(e); provided, however, that references to each
        Registration Statement and the Prospectus in such certificate,
        opinions and letter shall be to each Registration Statement and the
        Prospectus as then amended and supplemented.

               (c)    Prior to the Closing Date, the Company shall have
        furnished to the Purchaser such further information, certificates and
        documents as the Purchaser may reasonably request.



                                      16
<PAGE>   17



              If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided in this
Agreement and any Terms Agreement, or if any of the opinions and certificates
mentioned above or elsewhere in this Agreement or such Terms Agreement shall
not be in all material respects reasonably satisfactory in form and substance
to the Purchaser and its counsel, such Terms Agreement and all obligations of
the Purchaser thereunder and with respect to the Notes subject thereto may be
canceled at, or any time prior to, the respective Closing Date by the
Purchaser. Notice of such cancellation shall be given to the Company in
writing or by telephone or telegraph confirmed in writing.

        7.    Right of Person Who Agreed to Purchase to Refuse to Purchase.
The Company agrees that any person who has agreed to purchase and pay for any
Note, including a Purchaser and any person who purchases pursuant to a
solicitation by any of the Agents, shall have the right to refuse to purchase
such Note if, at the Closing Date therefor, either (a) any condition set forth
in Section 5 or 6, as applicable, shall not be satisfied or (b) subsequent to
the agreement to purchase such Note, there shall have occurred (i) any change
in or affecting the business, business prospects or properties of the Company,
the effect of which, in the reasonable judgment of such person, has a material
adverse effect on the investment quality of such Note or (ii) any event
described in paragraphs (ii), (iii), (iv) or (v) of Section 9(b).

        8.    Indemnification and Contribution. (a) The Company will indemnify
and hold harmless each Agent against any losses, claims, damages or
liabilities, joint or several, to which such Agent may become subject, under
the Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus, any preliminary prospectus supplement, any
Registration Statement, the Prospectus and any other prospectus relating to
the Notes, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse each Agent for any legal or other expenses
reasonably incurred by such Agent in connection with investigating or
defending any such action or claim; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in any preliminary
prospectus, any preliminary prospectus supplement, any Registration Statement,
the Prospectus and any other prospectus relating to the Notes or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by any Agent expressly for use in the
Prospectus.

              (b)     Each Agent will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact
contained in any preliminary prospectus, any preliminary prospectus
supplement, any Registration Statement, the Prospectus and any other
prospectus relating to the Notes, or any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in any





                                      17
<PAGE>   18



preliminary prospectus, any preliminary prospectus supplement, any
Registration Statement, the Prospectus and any other prospectus relating to
the Notes, or any amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by such Agent
expressly for use therein; and will reimburse the Company for any legal or
other expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim.

              (c)     Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have
to any indemnified party otherwise than under such subsection. In case any
such action shall be brought against any indemnified party and it shall notify
the indemnifying party of the commencement thereof, the indemnifying party
shall be entitled to participate therein and, to the extent that it shall
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation. An
indemnifying party shall not settle, compromise or consent to the entry of any
judgment in or otherwise seek to terminate any pending or threatened action,
claim, suit or proceeding in which any indemnified party is or could be a
party and as to which indemnification or contribution could have been sought
by such indemnified party under this Section 8 (whether or not such
indemnified party is a party thereto), unless such indemnified party has given
its prior written consent or the settlement, compromise, consent or
termination includes an express unconditional release of such indemnified
party, satisfactory in form and substance to such indemnified party, from all
losses, claims, damages or liabilities arising out of such action, claim, suit
or proceeding. Any losses, claims, damages or liabilities for which an
indemnified party is entitled to indemnification or contribution under this
Section 8 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages or liabilities are incurred.

              (d)     If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and the
Agent or Agents on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as other equitable considerations, including
relative fault. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or such Agent or Agents on
the other and the parties' relative intent, knowledge, access to information
and opportunity to correct or




                                      18
<PAGE>   19



prevent such statement or omission. The Company and the Agents agree that it
would not be just and equitable if contribution pursuant to this subsection
(d) were determined by pro rata allocation (even if the Agents were treated as
one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Agent shall be required to contribute
any amount in excess of the amount by which the total price at which the Notes
of the Company purchased by or through it and distributed to the public were
offered to the public exceeds the amount of any damages that such Agent has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of each of the Agents in this subsection
(d) to contribute are several in proportion to the respective purchases made
by or through it to which such loss, claim, damage or liability (or action in
respect thereof) relates and are not joint.

              (e)     The obligations of the Company under this Section 8
shall be in addition to any liability which the Company may otherwise have and
shall extend, upon the same terms and conditions, to each person, if any who
controls any Agent within the meaning of the Act; and the obligations of the
Agents under this Section 8 shall be in addition to any liability which the
Agents may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to each person, if
any, who controls the Company within the meaning of the Act.

        9.    Termination. (a) This Agreement will continue in effect until
terminated as provided in this Section 9. This Agreement may be terminated by
either the Company as to any of you or any of you insofar as this Agreement
relates to such of you, giving written notice of such termination to such of
you or the Company, as the case may be. This Agreement shall so terminate at
the close of business on the first business day following the receipt of such
notice by the party to whom such notice is given. In the event of such
termination, no party shall have any liability to the other party hereto,
except as provided in the third paragraph of Section 2(a), Section 4(h),
Section 8 and Section 10.

              (b)     Each Terms Agreement shall be subject to termination in
the absolute discretion of the Purchaser, by notice given to the Company prior
to delivery of any payment for Notes to be purchased thereunder, if prior to
such time (i) the Purchaser shall exercise its right to refuse to purchase the
Notes which are the subject of such Terms Agreement in accordance with the
provisions of Section 7, or (ii) there shall have occurred any outbreak or
escalation of hostilities or other national or international calamity or
crisis, the effect of which shall be such as to make it, in the reasonable
judgment of the Purchaser, impractical to market the Notes or enforce
contracts for the sale of the Notes, or (iii) trading in any securities of the
Company or WGL Holdings, Inc. shall have been suspended by the Commission or a
national securities exchange, or if trading generally on either the American
Stock Exchange or the New York Stock Exchange shall have been suspended, or
minimum or maximum prices for trading shall have






                                      19
<PAGE>   20




been fixed, or maximum ranges for prices for securities shall have been
required, by either of said exchanges or by order of the Commission or any
other governmental authority, or if a banking moratorium shall have been
declared by either Federal or New York authorities, or (iv) if the rating
assigned by any "nationally recognized statistical rating organization" (as
defined for purposes of Rule 436(g) under the Act) to the Notes or any other
debt securities of the Company as of the date of the applicable Terms
Agreement shall have been lowered since that date or if any such rating agency
shall have publicly announced that it has placed the Notes or any other debt
securities of the Company on what is commonly termed a "watch list" for
possible downgrading, or (v) the subject matter of any amendment or supplement
to any Registration Statement or the Prospectus prepared and issued by the
Company, or the exceptions set forth in any letter furnished by Arthur
Andersen LLP furnished pursuant to Section 5(e) hereof, shall have made it, in
the judgment of the Purchaser, impracticable or inadvisable to market the
Notes or enforce contracts for the sale of the Notes, or (vi) there has been
any material adverse change, or any development involving a prospective
material adverse change, in or affecting the general affairs, management,
financial position, stockholders' equity or results of operations of the
Company, otherwise than as set forth or contemplated by Registration Statement
No. 333-58606 and the Prospectus, or (vii) there has been a material adverse
change in the financial markets generally.

        10.    Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of
the Company or its officers and of you set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of you or the Company or any of the
officers, directors or controlling persons referred to in Section 8 hereof,
and will survive delivery of and payment for the Notes. The provisions of the
third paragraph of Section 2(a) and Sections 4(h) and 8 hereof shall survive
the termination or cancellation of this Agreement.

        11.    Notices.  All communications hereunder will be in writing and
effective only on receipt, and, if sent to any of you, will be mailed,
delivered or telegraphed and confirmed to such of you, at the address
specified in Schedule I hereto; or, if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to it at 1100 H Street, N.W.,
Washington, D.C. 20080, Attention: Secretary.

        12.    Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 8
hereof, and no other person will have any right or obligation hereunder.

        13.    Applicable Law.  This Agreement will be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed within the State of New York.

        14.    Counterparts. This Agreement may be executed in counterparts,
which together shall constitute one and the same instrument. If signed in
counterparts, this Agreement shall not become effective unless at least one
counterpart hereof shall have been executed and delivered on behalf of each
party hereto.



                                      20
<PAGE>   21






        If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and you.

                                Very truly yours,


                                Washington Gas Light Company

                                By:
                                      ------------------------
                                      Title:  Vice President and
                                             Chief Financial Officer

The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.

Salomon Smith Barney Inc.


By:
     -------------------------
     Title:


Banc One Capital Markets, Inc.


By:
     -------------------------
     Title:

Merrill Lynch, Pierce, Fenner & Smith Incorporated


By:
     -------------------------
     Title:

UBS Warburg LLC


By:
     -------------------------
     Title:

The Williams Capital Group, L.P.


By:
     -------------------------
     Title:


<PAGE>   22



                                  SCHEDULE I


Commissions:


        The Company agrees to pay each Agent a commission equal to the
following percentage of the principal amount of each Note sold by such Agent:

<TABLE>
<CAPTION>

                      Term                                       Commission Rate
                      ----                                       ---------------
<S>                                                          <C>
From 1 year to less than 18 months                                     .150%
From 18 months to less than 2 years                                    .200%
From 2 years to less than 3 years                                      .250%
From 3 years to less than 4 years                                      .350%
From 4 years to less than 5 years                                      .450%
From 5 years to less than 6 years                                      .500%
From 6 years to less than 7 years                                      .550%
From 7 years to less than 10 years                                     .600%
From 10 years to less than 15 years                                    .625%
From 15 years to less than 20 years                                    .700%
From 20 years up to and including 30 years                             .750%
</TABLE>

Address for Notice to You:


        Notices to Salomon Smith Barney Inc. shall be directed to it at 390
Greenwich Street, New York, New York 10013, attention of Medium Term Note
Group, telecopy number 212-783-2274.

        Notices to Banc One Capital Markets, Inc. shall be directed to it at 1
Bank One Plaza, Suite IL1-0595, Chicago, IL 60670, attention of Corporate
Securities Structuring, telecopy number 312-732-4773.

        Notices to Merrill Lynch, Pierce, Fenner & Smith Incorporated shall be
directed to it at Four World Financial Center, New York, New York 10080,
attention of Transaction Management Group, telecopy number 212-449-7476.

        Notices to UBS Warburg LLC shall be directed to it at 677 Washington
Blvd., Stamford, Connecticut 06901, attention of Debt Capital Markets Group,
telecopy number 203-719-7139.

        Notices to The Williams Capital Group, L.P. shall be directed to it at
650 Fifth Avenue, 10th Floor, New York, New York 10019, attention of Sharon
Jorgensen, telecopy number 212-830-4545.






<PAGE>   23




                                                                     EXHIBIT A


                         Washington Gas Light Company

                         Medium-Term Notes, Series F
                          Administrative Procedures

        Medium-Term Notes, Series F (the "Notes"), are to be offered on a
continuing basis by Washington Gas Light Company (the "Company"). Salomon
Smith Barney Inc., Banc One Capital Markets, Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, UBS Warburg LLC and The Williams Capital Group,
L.P., as agents (each an "Agent" and collectively the "Agents"), have agreed
to use their reasonable best efforts to solicit offers to purchase the Notes.
The Notes are being sold pursuant to a Distribution Agreement between the
Company and the Agents dated May 4, 2001 (the "Distribution Agreement") to
which these administrative procedures are attached as an exhibit.

        The Notes will be issued pursuant to an Indenture, dated as of
September 1, 1991 and supplemented as of September 1, 1993 (the "Indenture"),
between the Company and The Bank of New York ("BNY") as trustee (the
"Indenture Trustee"). BNY will act as the paying agent (the "Paying Agent")
for the payment of principal and premium, if any, and interest on the Notes
and will perform, as the Paying Agent, unless otherwise specified, the other
duties specified herein.

        The Notes will rank equally and ratably with all other unsecured and
unsubordinated indebtedness of the Company. The Notes have been registered
with the Securities and Exchange Commission (the "Commission") and will bear
interest at either fixed rates ("Fixed Rate Notes") or variable rates
("Floating Rate Notes").

        Each Note will be represented by either a Global Security (as defined
hereinafter) delivered to BNY, as agent for The Depository Trust Company
("DTC"), and recorded in the book-entry system maintained by DTC (a
"Book-Entry Note") or a certificate delivered to the holder thereof or a
person designated by such holder (a "Certificated Note"). Except as set forth
in the Prospectus (as defined in Section 1(c) of the Distribution Agreement),
an owner of a Book-Entry Note will not be entitled to receive a certificate
representing such Note.

        The procedures to be followed during, and the specific terms of, the
solicitation of offers by the Agents and the sale as a result thereof by the
Company are explained below. Book-Entry Notes will be issued in accordance
with the administrative procedures set forth in Part I hereof and Certificated
Notes will be issued in accordance with the administrative procedures set
forth in Part II hereof. Administrative procedures applicable to both
Book-Entry Notes and Certificated Notes are set forth in Part III hereof.
Administrative responsibilities, document control and record-keeping functions
will be handled for the Company by its Chief Financial Officer, its Treasurer
or its Controller. The Company will advise the Agents and the Indenture
Trustee in writing of those persons handling administrative responsibilities
with whom the Agents and the Indenture Trustee are to communicate regarding
offers to purchase Notes and the details of their delivery.




                                     A-1

<PAGE>   24




        To the extent the procedures set forth below conflict with the
provisions of the Notes, the Indenture or the Distribution Agreement, the
relevant provisions of the Notes, the Indenture and the Distribution Agreement
shall control. Unless otherwise defined herein, terms defined in the Indenture
shall be used herein as therein defined.

            PART I: ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES

        In connection with the qualification of the Book-Entry Notes for
eligibility in the book-entry system maintained by DTC, BNY will perform the
custodial, document control and administrative functions described below, in
accordance with its respective obligations under a Letter of Representation to
be delivered from the Company and BNY to DTC and a Medium-Term Note
Certificate Agreement between BNY and DTC, dated as of August 17, 1989 (the
"MTN Certificate Agreement"), and its obligations as a participant in DTC,
including DTC's Same-Day Funds Settlement System ("SDFS").

<TABLE>
<S>                             <C>
Issuance:                          On any date of settlement (as defined under
--------                           "Settlement" below) for one or more
                                   Book-Entry Notes, the Company will issue a
                                   single global security in fully registered
                                   form without coupons (a "Global Security")
                                   representing up to $250,000,000 principal
                                   amount of all such Notes that have the same
                                   Maturity Date, redemption provisions, if any,
                                   provisions for the repayment or purchase by
                                   the Company at the option of the Holder, if
                                   any, Interest Payment Dates, Original Issue
                                   Date, and, in the case of Fixed Rate Notes,
                                   interest rate, and, in the case of Floating
                                   Rate Notes, Initial Interest Rate, Base Rate,
                                   Index Maturity, Interest Reset Period,
                                   Interest Reset Dates, Interest Determination
                                   Dates, Interest Payment Period, Spread or
                                   Spread Multiplier, if any, Minimum Interest
                                   Rate, if any, and Maximum Interest Rate, if
                                   any (in each case, and for all purposes of
                                   these administrative procedures, as defined
                                   in the Prospectus) (collectively, the
                                   "Terms"). Each Global Security will be dated
                                   and issued as of the date of its
                                   authentication by the Indenture Trustee. No
                                   Global Security will represent any
                                   Certificated Note.


Identification Numbers:            The Company has arranged with the CUSIP
----------------------             Service Bureau of Standard & Poor's
                                   Corporation (the "CUSIP Service Bureau") for
                                   the reservation of one series of CUSIP
                                   numbers (including tranche numbers), which
                                   series consists of approximately 900 CUSIP
                                   numbers and relates to Global Securities
                                   representing the Book-Entry Notes. The
                                   Company has obtained from the CUSIP Service
                                   Bureau a written list of such series of
                                   reserved CUSIP numbers and has delivered to
                                   DTC and the Indenture Trustee a written list
                                   of 900 CUSIP numbers of such series. The
                                   Company will assign CUSIP numbers to Global
                                   Securities as described below under
                                   Settlement Procedure "B". It is expected that
                                   DTC will notify the CUSIP Service Bureau
</TABLE>


                                     A-2
<PAGE>   25


<TABLE>
<S>                               <C>
                                   periodically of the CUSIP numbers that the
                                   Company has assigned to Global Securities. At
                                   any time when fewer than 100 of the reserved
                                   CUSIP numbers of the series remain unassigned
                                   to Global Securities, the Indenture Trustee
                                   shall so advise the Company and, if it deems
                                   necessary, the Company will reserve
                                   additional CUSIP numbers for assignment to
                                   Global Securities representing Book-Entry
                                   Notes. Upon obtaining such additional CUSIP
                                   numbers, the Company shall deliver a list of
                                   such additional CUSIP numbers to the
                                   Indenture Trustee and DTC.


Registration:                      Each Global Security will be registered in
------------                       the name of Cede & Co., as nominee for DTC,
                                   on the Security Register maintained under the
                                   Indenture. It is expected that the beneficial
                                   owner of a Book-Entry Note (or one or more
                                   indirect participants in DTC designated by
                                   such owner) will designate one or more
                                   participants in DTC (with respect to such
                                   Note, the "Participants") to act as agent or
                                   agents for such owner in connection with the
                                   book-entry system maintained by DTC, and it
                                   is expected that DTC will record in
                                   book-entry form, in accordance with
                                   instructions provided by such Participants, a
                                   credit balance with respect to such
                                   beneficial owner in such Note in the account
                                   of such Participants. The ownership interest
                                   of such beneficial owner in such Note will be
                                   recorded through the records of such
                                   Participants or through the separate records
                                   of such Participants and one or more indirect
                                   participants in DTC.



Transfers:                         Transfers of a Book-Entry Note will be
---------                          accomplished by book entries made by DTC and,
                                   in turn, by Participants (and in certain
                                   cases, one or more indirect participants in
                                   DTC) acting on behalf of beneficial
                                   transferees and transferors of such Note.


Consolidations:                    Upon receipt of instructions from the
--------------                     Company, BNY may deliver to DTC and the CUSIP
                                   Service Bureau at any time a written notice
                                   of consolidation (a copy of which shall be
                                   attached to the resulting Global Security)
                                   specifying (i) the CUSIP numbers of two or
                                   more Outstanding Global Securities that
                                   represent Book-Entry Notes having the same
                                   Terms and for which interest has been paid to
                                   the same date, (ii) a date, occurring at
                                   least thirty days after such written notice
                                   is delivered and at least thirty days before
                                   the next Interest Payment Date for such
                                   Book-Entry Notes, on which such Global
                                   Securities shall be exchanged for a single
                                   replacement Global Security and (iii) a new
                                   CUSIP number to be assigned to such
                                   replacement Global Security. Upon receipt of
                                   such a
</TABLE>


                                     A-3
<PAGE>   26




<TABLE>
<S>                               <C>
                                   notice, it is expected that DTC will
                                   send to its participants (including BNY) a
                                   written reorganization notice to the effect
                                   that such exchange will occur on such date.
                                   Prior to the specified exchange date, BNY
                                   will deliver to the CUSIP Service Bureau a
                                   written notice setting forth such exchange
                                   date and the new CUSIP number and stating
                                   that, as of such exchange date, the CUSIP
                                   numbers of the Global Securities to be
                                   exchanged will no longer be valid. On the
                                   specified exchange date, BNY will exchange
                                   such Global Securities for a single Global
                                   Security bearing the new CUSIP number, and
                                   the CUSIP numbers of the exchanged Global
                                   Securities will, in accordance with CUSIP
                                   Service Bureau procedures, be cancelled and
                                   not reassigned until the Book-Entry Notes
                                   represented by such exchanged Global
                                   Securities have matured or been redeemed.


Maturities:                        Each Book-Entry Note will mature on a date
----------                         one year or more after the date of settlement
                                   for such Note.


Denominations:                     Book-Entry Notes will be issued in principal
-------------                      amounts of $1,000 or any amount that is an
                                   integral multiple thereof. Global Securities
                                   will be denominated in principal amounts
                                   not in excess of $250,000,000.


Interest:                          General. Interest on each Book-Entry Note
--------                           will accrue from and including the original
                                   issue date of, or the last date to which
                                   interest has been paid on, the Global
                                   Security representing such Note. Each payment
                                   of interest on a Book-Entry Note will include
                                   interest accrued to but excluding the
                                   Interest Payment Date (provided that, in the
                                   case of Floating Rate Notes that reset daily
                                   or weekly, interest payments will include
                                   interest accrued to but excluding the Regular
                                   Record Date (as defined below) immediately
                                   preceding the Interest Payment Date) or the
                                   Maturity Date or, upon earlier redemption or
                                   repayment, the date of such redemption or
                                   repayment (the "Redemption Date"), as the
                                   case may be. Interest payable on the Maturity
                                   Date or the Redemption Date of a Book-Entry
                                   Note will be payable to the person to whom
                                   the principal of such Note is payable.
                                   Standard & Poor's Corporation will use the
                                   information received in the pending deposit
                                   message described under Settlement Procedure
                                   "C" below in order to include the amount of
                                   any interest payable and certain other
                                   information regarding the related Global
                                   Security in the appropriate weekly bond
                                   report published by Standard & Poor's Corporation.
</TABLE>


                                     A-4
<PAGE>   27




<TABLE>
<S>                               <C>
                                   Record Dates. The record date with respect to
                                   any Interest Payment Date for a Floating Rate
                                   Note shall be the date fifteen calendar days
                                   (whether or not a Business Day) immediately
                                   preceding such Interest Payment Date and for
                                   a Fixed Rate Note (unless otherwise
                                   specified) will be the March 1 or September 1
                                   (whether or not a Business Day) next
                                   preceding an Interest Payment Date for Fixed
                                   Rate Notes (in each case, each, a "Regular
                                   Record Date").

                                   Fixed Rate Book-Entry Notes. Interest
                                   payments on Fixed Rate Book-Entry Notes will
                                   be made semi-annually on March 15 and
                                   September 15 of each year and on the Maturity
                                   Date or the Redemption Date; provided,
                                   however, that in the case of a Fixed Rate
                                   Book-Entry Note issued between a Regular
                                   Record Date and an Interest Payment Date, the
                                   first interest payment will be made on the
                                   Interest Payment Date following the next
                                   succeeding Regular Record Date.

                                   Floating Rate Book-Entry Notes. Interest
                                   payments will be made on Floating Rate
                                   Book-Entry Notes monthly, quarterly,
                                   semi-annually or annually. Unless otherwise
                                   agreed upon, interest will be payable, in the
                                   case of Floating Rate Book-Entry Notes with a
                                   monthly Interest Payment Period, on the third
                                   Wednesday of each month; with a quarterly
                                   Interest Payment Period, on the third
                                   Wednesday of March, June, September and
                                   December of each year; with a semi-annual
                                   Interest Payment Period, on the third
                                   Wednesday of the two months specified
                                   pursuant to Settlement Procedure "A" below;
                                   and with an annual Interest Payment Period,
                                   on the third Wednesday of the month specified
                                   pursuant to Settlement Procedure "A" below;
                                   provided, however, that if an Interest
                                   Payment Date for Floating Rate Book-Entry
                                   Notes would otherwise be a day that is not a
                                   Business Day (as defined in the Prospectus)
                                   with respect to such Floating Rate Book-Entry
                                   Notes, such Interest Payment Date will be the
                                   next succeeding Business Day with respect to
                                   such Floating Rate Book-Entry Notes, except
                                   in the case of a Floating Rate Book-Entry
                                   Note for which the rate base is LIBOR, if
                                   such Business Day is in the next succeeding
                                   calendar month, in which event such Interest
                                   Payment Date will be the immediately
                                   preceding Business Day; provided further,
                                   however, that in the case of a Floating Rate
                                   Book-Entry Note issued between a Regular
                                   Record Date and an Interest Payment Date the
                                   first interest payment will be made on the
                                   Interest Payment Date following the next
                                   succeeding Regular Record Date.
</TABLE>



                                     A-5
<PAGE>   28



<TABLE>
<S>                               <C>
Payments of Principal and          Payment of Interest Only. Promptly after each
--------------------------         Regular Record Date, the Paying Agent will
Interest:                          deliver to the Company and DTC a written
--------                           notice specifying by CUSIP number the amount
                                   of interest to be paid on each Global
                                   Security on the following Interest Payment
                                   Date (other than an Interest Payment Date
                                   coinciding with the Maturity Date) and the
                                   total of such amounts. It is expected that
                                   DTC will confirm the amount payable on each
                                   Global Security on such Interest Payment Date
                                   by reference to the appropriate (daily or
                                   weekly) bond reports published by Standard &
                                   Poor's Corporation. The Company will pay to
                                   the Paying Agent the total amount of interest
                                   due on such Interest Payment Date (other than
                                   on the Maturity Date), and the Paying Agent
                                   will pay such amount to DTC at the times and
                                   in the manner set forth under "Manner of
                                   Payment" below. If any Interest Payment Date
                                   for a Book-Entry Note is not a Business Day,
                                   the payment due on such day shall be made on
                                   the next succeeding Business Day, except
                                   that, if such Note is a LIBOR Note and such
                                   next succeeding Business Day is in the next
                                   succeeding calendar month, such payment will
                                   be made on the next preceding Business Day;
                                   and no interest shall accrue on such payment
                                   for the period from and after such Interest
                                   Payment Date.


                                   Payments on Maturity Date, Etc. On or about
                                   the first Business Day of each month, the
                                   Paying Agent will deliver to the Company and
                                   DTC a written list of principal and, to the
                                   extent known at such time, interest to be
                                   paid on each Global Security maturing either
                                   on the Maturity Date or the Redemption Date
                                   in the following month. The Company and DTC
                                   will confirm with the Paying Agent the
                                   amounts of such principal and interest
                                   payments with respect to each such Global
                                   Security on or about the fifth Business Day
                                   preceding the Maturity Date or the Redemption
                                   Date, as the case may be, of such Global
                                   Security. The Company will pay to the Paying
                                   Agent the principal amount of such Global
                                   Security, together with interest due on such
                                   Maturity Date or Redemption Date. The Paying
                                   Agent will pay such amounts to DTC at the
                                   times and in the manner set forth below under
                                   "Manner of Payment". If the Maturity Date or
                                   the Redemption Date of a Global Security
                                   representing Book-Entry Notes is not a
                                   Business Day, the payment due on such day
                                   shall be made on the next succeeding Business
                                   Day, except that, if such Note is a LIBOR
                                   Note and such next succeeding Business Day is
                                   in the next succeeding calendar month, such
                                   payment will be made on the next preceding
                                   Business Day; and no interest shall accrue on
                                   such payment for the period from and after
                                   such Maturity Date
</TABLE>


                                     A-6
<PAGE>   29



<TABLE>
<S>                               <C>
                                   or the Redemption Date. Promptly after
                                   payment to DTC of the principal and
                                   interest due at the Maturity Date or the
                                   Redemption Date of such Global Security,
                                   the Paying Agent will cancel such Global
                                   Security in accordance with the terms of
                                   the Indenture.

                                   Manner of Payment. The total amount of any
                                   principal and interest due on Global
                                   Securities on any Interest Payment Date or on
                                   the Maturity Date or the Redemption Date
                                   shall be paid by the Company to the Paying
                                   Agent in immediately available funds for use
                                   by the Paying Agent no later than 12:00 P.M.
                                   (New York City time) on such date. The
                                   Company will make such payment on such Global
                                   Securities by wire transfer to the Paying
                                   Agent or by the Paying Agent's debiting the
                                   account of the Company maintained with the
                                   Paying Agent. The Company will confirm such
                                   instructions in writing to the Paying Agent.
                                   Prior to 10:00 A.M. (New York City time) on
                                   each Maturity Date or Redemption Date or as
                                   soon as possible thereafter, the Paying Agent
                                   will pay by separate wire transfer (using
                                   Fedwire message entry instructions in a form
                                   previously agreed to with DTC) to an account
                                   at the Federal Reserve Bank of New York
                                   previously agreed to with DTC, in funds
                                   available for immediate use by DTC, each
                                   payment of principal (together with interest
                                   thereon) due on Global Securities on any
                                   Maturity Date or Redemption Date. On each
                                   Interest Payment Date, interest payments
                                   shall be made to DTC in same day funds in
                                   accordance with existing arrangements between
                                   the Paying Agent and DTC. Thereafter, on each
                                   such date, it is expected that DTC will pay,
                                   in accordance with its SDFS operating
                                   procedures then in effect, such amounts in
                                   funds available for immediate use to the
                                   respective Participants in whose names the
                                   Book-Entry Notes represented by such Global
                                   Securities are recorded in the book-entry
                                   system maintained by DTC. Neither the Company
                                   nor the Paying Agent shall have any
                                   responsibility or liability for the payment
                                   by DTC to such Participants of the principal
                                   of and interest on the Book-Entry Notes.

                                   Withholding Taxes. The amount of any taxes
                                   required under applicable law to be withheld
                                   from any interest payment on a Book-Entry
                                   Note will be determined and withheld by the
                                   Participant, indirect participant in DTC or
                                   other person responsible for forwarding
                                   payments and materials directly to the
                                   beneficial owner of such Note.

Settlement:                        The receipt by the Company of immediately
----------                         available funds in payment for a Book-Entry
                                   Note and the authentication and
</TABLE>


                                     A-7
<PAGE>   30



<TABLE>
<S>                               <C>
                                   issuance of the Global Security
                                   representing such Note shall constitute
                                   "settlement" with respect to such Note. All
                                   orders accepted by the Company will be
                                   settled on the third Business Day following
                                   the date of sale of a Book-Entry Note
                                   unless the Company, the Indenture Trustee
                                   and the purchaser agree to settlement on
                                   another day that shall be no earlier than
                                   the second succeeding Business Day.


Settlement Procedures:             Settlement Procedures with regard to each
---------------------              Book-Entry Note sold by the Company through
                                   an Agent, as agent, shall be as follows:

                                   A.      Such Agent will advise the Company
                                           by telephone, followed by facsimile
                                           transmission, of the following
                                           settlement information:

                                           1.  Principal amount.

                                           2.  Maturity Date.

                                           3.  In the case of a Fixed Rate
                                               Book-Entry Note, the interest
                                               rate, or, in the case of a
                                               Floating Rate Book-Entry Note,
                                               the Initial Interest Rate (if
                                               known at such time), Base Rate,
                                               Index Maturity, Interest Reset
                                               Period, Interest Reset Dates,
                                               Interest Determination Dates,
                                               Interest Payment Period, Spread
                                               or Spread Multiplier (if any),
                                               Minimum Interest Rate (if any)
                                               and Maximum Interest Rate (if
                                               any).

                                           4.  Interest Payment Dates.

                                           5.  Redemption provisions, if any,
                                               or provisions for the repayment
                                               or purchase by the Company at
                                               the option of the Holder, if
                                               any.

                                           6.  Settlement date.

                                           7.  Issue price.

                                           8.  Agent's commission, determined
                                               as provided in Section 2(a) of
                                               the Distribution Agreement.

                                   B.      The Company will assign a CUSIP number to such
                                           Book-Entry Note and will advise BNY by facsimile
                                           transmission or other mutually acceptable means of
                                           the information set forth in Settlement Procedure
                                           "A" above, the name of such Agent and the CUSIP
                                           number
</TABLE>
                                     A-8
<PAGE>   31




<TABLE>
<S>                               <C>
                                           assigned to such Book-Entry Note.  The
                                           Company will notify the Agent of such CUSIP number
                                           by telephone as soon as practicable.  Each such
                                           communication by the Company shall constitute a
                                           representation and warranty by the Company to BNY
                                           and each Agent that (i) such Note is then, and at
                                           the time of issuance and sale thereof will be, duly
                                           authorized for issuance and sale by the Company,
                                           (ii) the Global Security representing such Note will
                                           conform with the terms of the Indenture pursuant to
                                           which such Note and Global Security are issued and
                                           (iii) upon authentication and delivery of such
                                           Global Security, the aggregate principal amount of
                                           all Notes initially offered issued under the
                                           Indenture will not exceed $250,000,000 (except for
                                           Global Securities or Notes represented by and
                                           authenticated and delivered in exchange for or in
                                           lieu of Notes in accordance with the Indenture).

                                   C.      BNY will enter a pending deposit
                                           message through DTC's Participant
                                           Terminal System, providing the
                                           following settlement information to
                                           DTC, which shall route such
                                           information to such Agent and
                                           Standard & Poor's Corporation:

                                           1.     The information set forth in Settlement
                                                  Procedure "A".

                                           2.     Identification of such Note as a Fixed Rate
                                                  Book-Entry Note or a Floating Rate Book-Entry
                                                  Note.

                                           3.     Initial Interest Payment Date for such Note,
                                                  number of days by which such date succeeds
                                                  the related Regular Record Date (which, in
                                                  the case of Floating Rate Notes that reset
                                                  daily or weekly, shall be the DTC Record
                                                  Date, which is the date five calendar days
                                                  immediately preceding the applicable Interest
                                                  Payment Date and, in the case of all other
                                                  Notes, shall be the Regular Record Date as
                                                  defined in the Note) and amount of interest
                                                  payable on such Interest Payment Date.

                                           4.     CUSIP number of the Global Security
                                                  representing such Note.

                                           5.     Whether such Global Security will represent
                                                  any
</TABLE>

                                     A-9
<PAGE>   32




<TABLE>
<S>                               <C>
                                                  other Book-Entry Note (to the extent
                                                  known at such time).

                                   D.      The Indenture Trustee will complete and authenticate
                                           the Global Security representing such Note.

                                   E.      It is expected that DTC will credit such Note to
                                           BNY's participant account at DTC.

                                   F.      BNY will enter an SDFS deliver order through DTC's
                                           Participant Terminal System instructing DTC to (i)
                                           debit such Note to BNY's participant account and
                                           credit such Note to such Agent's participant account
                                           and (ii) debit such Agent's settlement account and
                                           credit BNY's settlement account for an amount equal
                                           to the price of such Note less such Agent's
                                           commission.  The entry of such a deliver order shall
                                           constitute a representation and warranty by BNY to
                                           DTC that (a) the Global Security representing such
                                           Book-Entry Note has been issued and authenticated
                                           and (b) BNY is holding such Global Security pursuant
                                           to the MTN Certificate Agreement.

                                   G.      Such Agent will enter an SDFS deliver order through
                                           DTC's Participant Terminal System instructing DTC
                                           (i) to debit such Note to such Agent's participant
                                           account and credit such Note to the participant
                                           accounts of the Participants with respect to such
                                           Note and (ii) to debit the settlement accounts of
                                           such Participants and credit the settlement account
                                           of such Agent for an amount equal to the price of
                                           such Note.

                                   H.      Transfers of funds in accordance with
                                           SDFS deliver orders described in
                                           Settlement Procedures "F" and "G"
                                           will be settled in accordance with
                                           SDFS operating procedures in effect
                                           on the settlement date.

                                   I.      BNY will, upon confirming receipt of such funds from
                                           the Agent, wire transfer to the account of the
                                           Company maintained at First Union National Bank in
                                           McLean, Virginia (for credit to Washington Gas Light
                                           Company, Account No. 2000009102994, ABA#051400549)
                                           in immediately available funds in the amount
                                           transferred to BNY in accordance with Settlement
                                           Procedure "F".

                                   J.      Such Agent will confirm the purchase of such Note to
                                           the purchaser either by transmitting to the
                                           Participants
</TABLE>

                                     A-10
<PAGE>   33





<TABLE>
<S>                              <C>
                                           with respect to such Note a confirmation order or
                                           orders through DTC's institutional delivery
                                           system or by mailing a written confirmation to such
                                           purchaser.


Settlement Procedures              For orders of Book-Entry Notes solicited by
---------------------              an Agent, as agent and accepted by the
Timetable:                         Company for settlement on the first Business
----------                         Day after the sale date, Settlement
                                   Procedures "A" through "J" set forth above
                                   shall be completed as soon as possible but
                                   not later than the respective times (New York
                                   City time) set forth below:


                                   Settlement
                                   Procedure                   Time
                                   ---------                   ----

                                        A......     11:00 A.M. on the sale date
                                        B......     12:00 Noon on the sale date
                                        C......      2:00 P.M. on the sale date
                                        D......      9:00 A.M. on the settlement date
                                        E......     10:00 A.M. on the settlement date
                                        F-G....      2:00 P.M. on the settlement date
                                        H......      4:45 P.M. on the settlement date
                                        I-J....      5:00 P.M. on the settlement date

                                   If a sale is to be settled more than one
                                   Business Day after the sale date, Settlement
                                   Procedures "A", "B" and "C" shall be
                                   completed as soon as practicable but no later
                                   than 11:00 A.M. and 12:00 Noon on the first
                                   Business Day after the sale date with respect
                                   to Settlement Procedures "A" and "B",
                                   respectively, and no later than 2:00 P.M. on
                                   the first Business Day after the sale date,
                                   with respect to Settlement Procedure "C".
                                   Settlement Procedures "H" and "I" are subject
                                   to extension in accordance with any extension
                                   of Fedwire closing deadlines and in the other
                                   events specified in the SDFS operating
                                   procedures in effect on the settlement date.

                                   If settlement of a Book-Entry Note is
                                   rescheduled or cancelled, the Company will
                                   instruct BNY to deliver to DTC through DTC's
                                   Participant Terminal System a cancellation
                                   message to such effect by no later than 12:00
                                   Noon on the Business Day immediately
                                   preceding the scheduled settlement date and
                                   BNY will enter such message no later than
                                   2:00 P.M. through DTC's Participation
                                   Terminal System.

Monthly Reports:                   Monthly, the Indenture Trustee will send to
---------------                    the Company a statement setting forth the
                                   principal amount of Notes outstanding as of
                                   that date under the Indenture and setting
                                   forth a brief description of any sales of
                                   which the Company has
</TABLE>

                                     A-11
<PAGE>   34





<TABLE>
<S>                              <C>
                                   advised the Indenture Trustee but which have
                                   not yet been settled.


Failure to Settle:                 If BNY or the Agent fails to enter an SDFS
-----------------                  deliver order with respect to a Book-Entry
                                   Note pursuant to Settlement Procedure "F" or
                                   "G," BNY may upon the approval of the Company
                                   deliver to DTC, through DTC's Participant
                                   Terminal System, as soon as practicable, a
                                   withdrawal message instructing DTC to debit
                                   such Note to BNY's participant account,
                                   provided that BNY's participant account
                                   contains a principal amount of the Global
                                   Security representing such Note that is at
                                   least equal to the principal amount to be
                                   debited. If a withdrawal message is processed
                                   with respect to all the Book-Entry Notes
                                   represented by a Global Security, BNY will
                                   mark such Global Security "cancelled", make
                                   appropriate entries in BNY's records and send
                                   such cancelled Global Security to the
                                   Company. The CUSIP number assigned to such
                                   Global Security shall, in accordance with
                                   CUSIP Service Bureau procedures, be cancelled
                                   and not reassigned until the Book-Entry Notes
                                   represented by such Global Security have
                                   matured or been redeemed. If a withdrawal
                                   message is processed with respect to one or
                                   more, but not all, of the Book-Entry Notes
                                   represented by a Global Security, BNY will
                                   exchange such Global Security for another
                                   Global Security, which shall represent the
                                   Book-Entry Notes previously represented by
                                   the surrendered Global Security with respect
                                   to which a withdrawal message have not been
                                   processed and shall bear the CUSIP number of
                                   the surrendered Global Security.



                                   If the purchase price for any Book-Entry Note
                                   is not timely paid to the Participants with
                                   respect to such Note by the beneficial
                                   purchaser thereof (or a person, including an
                                   indirect participant in DTC, acting on behalf
                                   of such purchaser), such Participants and, in
                                   turn, the Agent for such Note may enter SDFS
                                   deliver orders through DTC's Participant
                                   Terminal System reversing the orders entered
                                   pursuant to Settlement Procedures "G" and
                                   "F", respectively. Thereafter, BNY will
                                   deliver the withdrawal message and take the
                                   related actions described in the preceding
                                   paragraph. If such failure shall have
                                   occurred for any reason other than a default
                                   by the Agent in the performance of its
                                   obligations hereunder or under the
                                   Distribution Agreement, then the Company will
                                   reimburse such Agent or BNY as applicable on
                                   an equitable basis for the loss of the use of
                                   funds during the period when they were
                                   credited to the account of the Company.
</TABLE>

                                     A-12
<PAGE>   35




<TABLE>
<S>                             <C>
                                   Notwithstanding the foregoing, upon any
                                   failure to settle with respect to a
                                   Book-Entry Note, DTC may take any actions in
                                   accordance with its SDFS operating procedures
                                   then in effect. In the event of a failure to
                                   settle with respect to one or more, but not
                                   all, of the Book-Entry Notes to have been
                                   represented by a Global Security, the
                                   Indenture Trustee will provide, in accordance
                                   with Settlement Procedure "D," for the
                                   authentication and issuance of a Global
                                   Security representing the other Book-Entry
                                   Notes to have been represented by such Global
                                   Security and will make appropriate entries in
                                   its records.
</TABLE>

          PART II: ADMINISTRATIVE PROCEDURES FOR CERTIFICATED NOTES

            BNY will serve as registrar in connection with the Certificated
Notes.

<TABLE>
<S>                               <C>
Maturities:                        Each Certificated Note will mature on a date one year or
----------                         more after the date of delivery by the Company of such Note.


Price to Public:                   Each Certificated Note will be issued at the percentage of
---------------                    principal amount specified in the Prospectus relating to the
                                   Notes.


Denominations:                     The denomination of any Certificated Note will be a minimum
-------------                      of $1,000 or any amount that is an integral multiple thereof.


Registration:                      Certificated Notes will be issued only in fully registered
------------                       form.


Interest:                          General. Interest on each Certificated Note
--------                           will accrue from and including the original
                                   issue date of, or the last date to which
                                   interest has been paid on, such Note. Each
                                   payment of interest on a Certificated Note
                                   will include interest accrued to but
                                   excluding the Interest Payment Date (provided
                                   that, in the case of Floating Rate Notes that
                                   reset daily or weekly, interest payments will
                                   include interest accrued to but excluding the
                                   Regular Record Date immediately preceding the
                                   Interest Payment Date) or the Maturity Date
                                   or, upon earlier redemption, the Redemption
                                   Date, as the case may be. Interest payable on
                                   the Maturity Date or the Redemption Date of a
                                   Certificated Note will be payable to the
                                   person to whom the principal of such Note is
                                   payable.


                                   Record Dates. Unless otherwise set forth in
                                   the applicable Pricing Supplement, the record
                                   dates with respect to the Interest Payment
                                   Dates shall be the Regular Record Dates.
</TABLE>

                                     A-13
<PAGE>   36



<TABLE>
<S>                              <C>
                                   Fixed Rate Certificated Notes. Unless
                                   otherwise specified pursuant to "Settlement
                                   Procedures" below, interest payments on Fixed
                                   Rate Certificated Notes will be made
                                   semi-annually on March 15 and September 15 of
                                   each year and on the Maturity Date or the
                                   Redemption Date; provided, however, that in
                                   the case of a Fixed Rate Certificated Note
                                   issued between a Regular Record Date and an
                                   Interest Payment Date, the first interest
                                   payment will be made on the Interest Payment
                                   Date following the next succeeding Regular
                                   Record Date.

                                   Floating Rate Certificated Notes. Interest
                                   payments will be made on Floating Rate
                                   Certificated Notes monthly, quarterly,
                                   semi-annually or annually. Unless otherwise
                                   agreed upon, interest will be payable, in the
                                   case of Floating Rate Certificated Notes with
                                   a monthly Interest Payment Period, on the
                                   third Wednesday of each month; with a
                                   quarterly Interest Payment Period, on the
                                   third Wednesday of March, June, September and
                                   December of each year; with a semi-annual
                                   Interest Payment Period, on the third
                                   Wednesday of the two months specified
                                   pursuant to "Settlement Procedures" below;
                                   and with an annual Interest Payment Period,
                                   on the third Wednesday of the month specified
                                   pursuant to "Settlement Procedures below;
                                   provided, however, that if an Interest
                                   Payment Date for Floating Rate Certificated
                                   Notes would otherwise be a day that is not a
                                   Business Day with respect to such Floating
                                   Rate Certificated Notes, such payment will be
                                   made on the next succeeding Business Day with
                                   respect to such Floating Rate Certificated
                                   Notes, except in the case of a Floating Rate
                                   Certificated Note for which the rate base is
                                   LIBOR, if such Business Day is in the next
                                   succeeding calendar month, in which event
                                   such payment will be made on the immediately
                                   preceding Business Day; and no interest shall
                                   accrue on such payment for the period from
                                   and after such Interest Payment Date;
                                   provided further, however, that in the case
                                   of a Floating Rate Certificated Note issued
                                   between a Regular Record Date and an Interest
                                   Payment Date, the first interest payment will
                                   be made on the Interest Payment Date
                                   following the next succeeding Regular Record
                                   Date.

Principal and Interest:            Payments of Interest will be payable to the
----------------------             person in whose name a Certificated Note is
                                   registered at the close of business on the
                                   Regular Record Date next preceding an
                                   Interest Payment Date; provided, however,
                                   that, in the case of a Certificated Note
                                   originally issued between a Regular Record
                                   Date and an Interest Payment Date, the first
                                   payment of interest will be made on the
                                   Interest Payment Date following
</TABLE>
                                     A-14
<PAGE>   37


<TABLE>
<S>                             <C>
                                   the next succeeding Regular Record Date to
                                   the person in whose name such Note was
                                   registered at the close of business on such
                                   next Regular Record Date. Unless other
                                   arrangements are made acceptable to the
                                   Company, all interest payments (excluding
                                   interest payments made on the Maturity Date
                                   or the Redemption Date) on a Certificated
                                   Note will be made by check mailed to the
                                   person entitled thereto as provided above.


                                   BNY will pay the principal amount of each
                                   Certificated Note on the Maturity Date upon
                                   presentation of such Certificated Note to
                                   BNY. Such payment, together with payment of
                                   interest due on the Maturity Date, will be
                                   made from funds deposited with BNY by the
                                   Company.

                                   BNY will be responsible for withholding taxes
                                   on interest paid on Certificated Notes as
                                   required by applicable law.

                                   Within 10 days following each Regular Record
                                   Date, the Indenture Trustee will inform the
                                   Company of the total amount of the interest
                                   payments to be made by the Company on the
                                   next succeeding Interest Payment Date. The
                                   Indenture Trustee will provide monthly to the
                                   Company a list of the principal and interest
                                   to be paid on Certificated Notes maturing in
                                   the next succeeding month.

Settlement:                        The settlement date with respect to any offer
----------                         to purchase Certificated Notes accepted by
                                   the Company will be a date on or before the
                                   third Business Day next succeeding the date
                                   of acceptance unless otherwise agreed by the
                                   purchaser, the Indenture Trustee and the
                                   Company and shall be specified upon
                                   acceptance of such offer. The Company will
                                   instruct the Indenture Trustee to effect
                                   delivery of each Certificated Note no later
                                   than 1:00 P.M., New York City time, on the
                                   settlement date to the Presenting Agent (as
                                   defined under "Preparation of Pricing
                                   Supplement" in Part III below) for delivery
                                   to the purchaser.

Settlement Procedures:             For each offer to purchase a Certificated
---------------------              Note that is accepted by the Company, the
                                   Presenting Agent will provide (unless
                                   provided by the purchaser directly to the
                                   Company) by telephone and facsimile
                                   transmission or other mutually acceptable
                                   means the following information to the Company:

                                   1.      Name in which such Note is to be registered (the
                                           "Registered Owner").
</TABLE>
                                     A-15
<PAGE>   38


<TABLE>
<S>                              <C>
                                   2.      Address of the Registered Owner and, if different,
                                           address for payment of principal and interest.

                                   3.      Taxpayer identification number of the Registered
                                           Owner.

                                   4.      Principal amount.

                                   5.      Maturity Date.

                                   6.      In the case of Fixed Rate Certificated Note, the
                                           interest rate, or, in the case of a Floating Rate
                                           Certificated Note, the Initial Interest Rate (if
                                           known at such time), Base Rate, Index Maturity,
                                           Interest Reset Period, Interest Reset Dates,
                                           Interest Determination Dates, Interest Payment
                                           Period, Spread or Spread Multiplier (if any),
                                           Minimum Interest Rate (if any) and Maximum Interest
                                           Rate (if any).

                                   7.      Interest Payment Dates.

                                   8.      Redemption provisions, if any, or provisions for the
                                           repayment or repurchase by the Company at the option
                                           of the Holder, if any.

                                   9.      Settlement date.

                                   10.     Issue price.

                                   11.     Agent's commission, determined as provided in
                                           Section 2(a) of the Distribution Agreement.

                                   The Presenting Agent will advise the Company
                                   of the foregoing information (unless provided
                                   by the purchaser directly to the Company) for
                                   each offer to purchase a Certificated Note
                                   solicited by such Agent and accepted by the
                                   Company in time for the Indenture Trustee to
                                   prepare and authenticate the required
                                   Certificated Note. Before accepting any offer
                                   to purchase a Certificated Note to be settled
                                   in less than three Business Days, the Company
                                   shall verify that the Indenture Trustee will
                                   have adequate time to prepare and
                                   authenticate such Note. After receiving from
                                   the Presenting Agent the details for each
                                   offer to purchase a Certificated Note that
                                   has been accepted by the Company, the Company
                                   will, after recording the details and any
                                   necessary calculations, provide appropriate
                                   documentation to the Indenture Trustee,
</TABLE>

                                     A-16

<PAGE>   39

<TABLE>
<S>                              <C>
                                   including the information provided by the
                                   Presenting Agent necessary for the
                                   preparation and authentication of such Note.

Note Deliveries and Cash           Upon receipt of appropriate documentation and
------------------------           instructions, the Company will cause the
Payment:                           Indenture Trustee to prepare and authenticate
-------                            the pre-printed 4-ply Certificated Note
                                   packet containing the following documents in
                                   forms approved by the Company, the Presenting
                                   Agent and the Indenture Trustee:


                                   1.      Note with customer receipt.
                                   2.      Stub 1 - For the Presenting Agent.
                                   3.      Stub 2 - For the Company.
                                   4.      Stub 3 - For the Indenture Trustee.

                                   Each Certificated Note shall be authenticated
                                   on the settlement date therefor. The
                                   Indenture Trustee will authenticate each
                                   Certificated Note and deliver it (with the
                                   confirmation) to the Presenting Agent (and
                                   deliver the stubs as indicated above), all in
                                   accordance with written or electronic
                                   instructions (or oral instructions confirmed
                                   in writing (which may be given by facsimile
                                   transmission) on the next Business Day) from
                                   the Company. Delivery by the Indenture
                                   Trustee of each Certificated Note will be
                                   made in accordance with said instructions
                                   against receipts therefor and in connection
                                   with contemporaneous receipt by the Company
                                   from the Presenting Agent on the settlement
                                   date in immediately available funds of an
                                   amount equal to the issue price of such Note
                                   less the Presenting Agent's commission.

                                   Upon verification ("Verification") by the
                                   Presenting Agent that a Certificated Note has
                                   been prepared and properly authenticated by
                                   the Indenture Trustee and registered in the
                                   name of the purchaser in the proper principal
                                   amount and other terms in accordance with the
                                   aforementioned confirmation, payment will be
                                   made to the Company by the Presenting Agent
                                   the same day as the Presenting Agent's
                                   receipt of the Certificated Note in
                                   immediately available funds. Such payment
                                   shall be made by the Presenting Agent only
                                   upon prior receipt by the Presenting Agent of
                                   immediately available funds from or on behalf
                                   of the purchaser unless the Presenting Agent
                                   decides, at its option, to advance its own
                                   funds for such payment against subsequent
                                   receipt of funds from the purchaser.
</TABLE>

                                     A-17


<PAGE>   40

<TABLE>
<S>                             <C>
                                   Upon delivery of a Certificated Note to the
                                   Presenting Agent, Verification by the
                                   Presenting Agent and the giving of
                                   instructions for payment, the Presenting
                                   Agent shall promptly deliver such Note to the
                                   purchaser.

                                   In the event any Certificated Note is
                                   incorrectly prepared, the Indenture Trustee
                                   shall promptly issue a replacement
                                   Certificated Note in exchange for such
                                   incorrectly prepared Note.

Failure to Settle:                 If the Presenting Agent, at its own option,
-----------------                  has advanced its own funds for payment
                                   against subsequent receipt of funds from the
                                   purchaser, and if the purchaser shall fail to
                                   make payment for the Certificated Note on the
                                   settlement date therefor, the Presenting
                                   Agent will promptly notify the Indenture
                                   Trustee and the Company by telephone,
                                   promptly confirmed in writing (but no later
                                   than the next Business Day). In such event,
                                   the Company shall promptly provide the
                                   Indenture Trustee with appropriate
                                   documentation and instructions consistent
                                   with these procedures for the return of the
                                   Certificated Note to the Indenture Trustee
                                   and the Presenting Agent will promptly return
                                   the Certificated Note to the Indenture
                                   Trustee. Upon (i) confirmation from the
                                   Indenture Trustee in writing (which may be
                                   given by facsimile transmission) that the
                                   Indenture Trustee has received the
                                   Certificated Note and upon (ii) confirmation
                                   from the Presenting Agent in writing (which
                                   may be given by facsimile transmission) that
                                   the Presenting Agent has not received payment
                                   from the purchaser (the matters referred to
                                   in clauses (i) and (ii) are referred to
                                   hereinafter as the "Confirmations"), the
                                   Company will promptly pay to the Presenting
                                   Agent an amount in immediately available
                                   funds equal to the amount previously paid by
                                   the Presenting Agent in respect of such Note.
                                   Assuming receipt of the Certificated Note by
                                   the Indenture Trustee and of the
                                   Confirmations by the Company, such payment
                                   will be made on the settlement date, if
                                   reasonably practical, and in any event not
                                   later than the Business Day following the
                                   date of receipt of the Certificated Note and
                                   Confirmations. If a purchaser shall fail to
                                   make payment for the Certificated Note for
                                   any reason other than the failure of the
                                   Presenting Agent to provide the necessary
                                   information to the Company as described above
                                   for settlement or to provide a confirmation
                                   to the purchaser within a reasonable period
                                   of time as described above or otherwise to
                                   satisfy its obligation hereunder or in the
                                   Distribution Agreement, and if the Presenting
                                   Agent shall have otherwise
</TABLE>

                                     A-18
<PAGE>   41

<TABLE>
<S>                              <C>
                                   complied with its obligations hereunder and
                                   in the Distribution Agreement, the Company
                                   will reimburse the Presenting Agent on an
                                   equitable basis for its loss of the use of
                                   funds during the period when they were
                                   credited to the account of the Company.

                                   Immediately upon receipt of the Certificated
                                   Note in respect of which the failure
                                   occurred, the Indenture Trustee will void
                                   such Note, make appropriate entries in its
                                   records and send such cancelled Note to the
                                   Company; and upon such action, the
                                   Certificated Note will be deemed not to have
                                   been issued, authenticated and delivered.

</TABLE>

            PART III: ADMINISTRATIVE PROCEDURES APPLICABLE TO BOTH
                   BOOK-ENTRY NOTES AND CERTIFICATED NOTES


<TABLE>
<S>                             <C>

Calculation of Interest:           Fixed Rate Notes. Interest on Fixed Rate
-----------------------            Notes (including interest for partial
                                   periods) will be calculated on the basis of a
                                   360-day year of twelve thirty-day months.
                                   (Examples of interest calculations are as
                                   follows: The period from August 15, 2001 to
                                   February 15, 2002 equals 6 months and 0 days,
                                   or 180 days; the interest payable equals
                                   180/360 times the annual rate of interest
                                   times the principal amount of the Note. The
                                   period from September 17, 2001 to February
                                   15, 2002 equals 4 months and 28 days, or 148
                                   days; the interest payable equals 148/360
                                   times the annual rate of interest times the
                                   principal amount of the Note.)

                                   Floating Rate Notes. Interest rates on
                                   Floating Rate Notes will be determined as set
                                   forth in the form of such Notes. Interest on
                                   Floating Rate Notes will be calculated on the
                                   basis of actual days elapsed and a year of
                                   360 days except that, in the case of Floating
                                   Rate Notes for which the rate base is the
                                   Treasury Rate, interest will be calculated on
                                   the basis of the actual number of days in the
                                   year.

Procedure for Rate Setting and     The Company and the Agents will discuss from
------------------------------     time to time the aggregate amount of, the
Posting:                           issuance price of, and the interest rates to
-------                            be borne by, Notes that may be sold as a
                                   result of the solicitation of offers by the
                                   Agents. If the Company decides to set prices
                                   of, and rates borne by, any Notes in respect
                                   of which the Agents are to solicit offers
                                   (the setting of such prices and rates to be
                                   referred to herein as "posting") or if the
                                   Company decides to change prices or rates
                                   previously posted by it, it will promptly
                                   advise the Agents of the prices and rates
                                   to be posted.
</TABLE>

                                     A-19


<PAGE>   42
<TABLE>
<S>                              <C>
Acceptance of Offers:              If the Company posts prices and rates as
--------------------               provided above, each Agent as agent for and
                                   on behalf of the Company, shall promptly
                                   accept offers received by such Agent to
                                   purchase Notes at the prices and rates so
                                   posted, subject to (i) any instructions from
                                   the Company received by such Agent concerning
                                   the aggregate principal amount of such Notes
                                   to be sold at the prices and rates so posted
                                   or the period during which such posted prices
                                   and rates are to be in effect, (ii) any
                                   instructions from the Company received by
                                   such Agent changing or revoking any posted
                                   prices and rates, (iii) compliance with the
                                   securities laws of the United States and all
                                   other jurisdictions and (iv) such Agent's
                                   right to reject any such offer as provided below.


                                   If the Company does not post prices and rates
                                   and an Agent receives an offer to purchase
                                   Notes or, if while posted prices and rates
                                   are in effect, an Agent receives an offer to
                                   purchase Notes on terms other than those
                                   posted by the Company, such Agent will
                                   promptly advise the Company of each such
                                   offer other than offers rejected by such
                                   Agent as provided below. The Company will
                                   have the sole right to accept any such offer
                                   to purchase Notes. The Company may reject any
                                   such offer in whole or in part.

                                   Each Agent may, in its discretion reasonably
                                   exercised, reject any offer to purchase Notes
                                   received by it in whole or in part.

Preparation of Pricing             If any offer to purchase a Note is accepted
----------------------             by the Company, the Company, with the
Supplement:                        approval of the Agent that presented such
-----------                        offer (the "Presenting Agent"), will prepare
                                   a pricing supplement (a "Pricing Supplement")
                                   reflecting the terms of such Note and will
                                   arrange to have ten copies filed with the
                                   Commission in accordance with the applicable
                                   paragraph of Rule 424 under the Act and will
                                   supply at least 10 copies thereof (or
                                   additional copies if requested) to the
                                   Presenting Agent. The Presenting Agent will
                                   cause a Prospectus and Pricing Supplement to
                                   be delivered to the purchaser of such Note.

                                   Outdated Pricing Supplements (other than
                                   those retained for files) will be destroyed.

                                   The Company shall use its reasonable best
                                   efforts to send such Pricing Supplement by
                                   overnight express (for delivery by the close
                                   of business on the applicable trade date, but
                                   in no event later than 11:00 a.m. (New York
                                   City time) on the Business
</TABLE>

                                     A-20
<PAGE>   43





<TABLE>
<S>                               <C>
                                   Day following the applicable trade date),
                                   telecopy or e-mail to the Presenting Agent
                                   and the Trustee as follows:

                                   If to Salomon Smith Barney, to:  Salomon Smith Barney Inc.,
                                   Debt Capital Markets, 390 Greenwich Street, New York, New
                                   York 10013, Attention:  Yukari Saegusa, (212) 723-6101,
                                   fax:  (212) 723-8672, e-mail:  yukari.saegusa@ssmb.com and
                                   to Salomon Smith Barney Inc., Global Power Group, 388
                                   Greenwich Street, New York, New York 10013, Attention:  Sean
                                   D. Windsor, (212) 816-8929, fax:  (212) 816-0901, e-mail:
                                   sean.d.windsor@ssmb.com.

                                   If to Banc One Capital Markets, Inc., to: Banc One Capital
                                   Markets, Inc., 1 Bank One Plaza, Suite IL1-0595, Corporate
                                   Securities Structuring, Chicago, Illinois 60670, Attention:
                                   Kathy Cokic, (312) 732-4645, fax:  (312) 732-4773, e-mail:
                                   kathy_cokic@bankone.com.

                                   If to Merrill Lynch & Co., to:  Merrill Lynch Production
                                   Technologies, 44B Colonial Drive, Piscataway, New Jersey
                                   08854, Attention: Prospectus Operations/ Nachman Kimerling,
                                   (732) 885-2768, fax:  (732) 885-2774/5/6, e-mail:
                                   mtnsuppl@na2.us.ml.com and to Merrill Lynch, Pierce, Fenner
                                   & Smith Incorporated, Four World Financial Center New York,
                                   New York 10080, Attention:  Scott Primrose, (212) 449-7476,
                                   fax:  (212) 449-1062, e-mail:  sprimrose@exchange.ml.com.

                                   If to UBS Warburg, to: UBS Warburg LLC, 677 Washington
                                   Boulevard, Stamford, Connecticut 06901, Attention:  Scott
                                   Whitney (50 copies, if by overnight express), (203)
                                   719-4511, fax:  (203) 719-7139, e-mail:
                                   scott.whitney@ubsw.com.

                                   If to The Williams Capital Group, L.P., to:  The Williams
                                   Capital Group, L.P., 650 Fifth Avenue, 10th Floor, New York,
                                   New York 10019, Attention: David A. Finkelstein, (212)
                                   830-4536, fax:  (212) 830-4525, e-mail:
                                   finkelstein@willcap.com.

                                   If to the Trustee, to: The Bank of New York, 101 Barclay
                                   Street, Floor 21 West, New York, New York 10286, Attention:
                                   Ming J. Shiang, (212) 815-2745, fax: (212) 815-5915,
                                   e-mail:  Mshiang@bankofny.com.

Procedures for Rate Changes:       When the Company has determined to change the
---------------------------        interest rates of Notes being offered, it
                                   will promptly advise the Agents and the
                                   Agents will forthwith suspend solicitation of
                                   offers. The Agents will telephone the Company
                                   with recommendations as
</TABLE>


                                     A-21
<PAGE>   44



<TABLE>
<S>                              <C>
                                   to the changed interest rates. At such time
                                   as the Company has advised the Agents of
                                   the new interest rates, the Agents may
                                   resume solicitation of offers. Until such
                                   time only "indications of interest" may be
                                   recorded.


Suspension of Solicitation;        The Company may instruct the Agents to
---------------------------        suspend at any time, for any period of
Amendment or Supplement of         time or permanently, the solicitation of
--------------------------         offers to purchase Notes.
Prospectus:
----------

                                   Upon receipt of such instructions from the
                                   Company, the Agents will forthwith suspend
                                   solicitation of offers to purchase Notes from
                                   the Company until such time as the Company
                                   has advised them that such solicitation may
                                   be resumed.

                                   If the Company decides to amend or supplement
                                   the Registration Statement (as defined in
                                   Section 1(c) of the Distribution Agreement)
                                   or the Prospectus (except for a supplement
                                   relating to an offering of securities other
                                   than the Notes), it will promptly advise the
                                   Agents and the Indenture Trustee and will
                                   furnish the Agents and the Indenture Trustee
                                   with the proposed amendment or supplement in
                                   accordance with the terms of, and its
                                   obligations under, the Distribution
                                   Agreement. The Company will, consistent with
                                   such obligations, promptly advise each Agent
                                   and the Indenture Trustee whether orders
                                   outstanding at the time each Agent suspends
                                   solicitation may be settled and whether
                                   copies of such Prospectus and Prospectus
                                   Supplement as in effect at the time of the
                                   suspension, together with the appropriate
                                   Pricing Supplement, may be delivered in
                                   connection with the settlement of such
                                   orders. The Company will have the sole
                                   responsibility for such decision and for any
                                   arrangements that may be made in the event
                                   that the Company determines that such orders
                                   may not be settled or that copies of such
                                   Prospectus, Prospectus Supplement and Pricing
                                   Supplement may not be so delivered.

                                   The Company will file with the Commission for
                                   filing therewith any supplement to the
                                   Prospectus relating to the Notes, provide the
                                   Agents with copies of any such supplement,
                                   and confirm to the Agents that such
                                   supplement has been filed with the Commission
                                   pursuant to the applicable paragraph of Rule
                                   424.
</TABLE>

                                     A-22


<PAGE>   45


<TABLE>
<S>                             <C>
Confirmation:                      For each offer to purchase a Note solicited
------------                       by an Agent and accepted by or on behalf of
                                   the Company, the Presenting Agent will issue
                                   a confirmation to the purchaser, with a copy
                                   to the Company, setting forth the details set
                                   forth above and delivery and payment instructions.


Trustee Not to Risk Funds:         Nothing herein shall be deemed to require the
-------------------------          Indenture Trustee to risk or expend its own
                                   funds in connection with any payment to the
                                   Company, DTC, the Agents or the purchaser or
                                   a holder, it being understood by all parties
                                   that payments made by the Indenture Trustee
                                   to the Company, DTC, the Agents or a holder
                                   shall be made only to the extent that funds
                                   are provided to the Indenture Trustee for
                                   such purpose.


Authenticity of Signatures:        The Company will cause the Indenture Trustee
--------------------------         to furnish the Agents from time to time with
                                   the specimen signatures of each of the
                                   Indenture Trustee's officers, employees or
                                   agents who has been authorized by the
                                   Indenture Trustee to authenticate Notes, but
                                   the Agents will have no obligation or
                                   liability to the Company or the Indenture
                                   Trustee in respect of the authenticity of the
                                   signature of any officer, employee or agent
                                   of the Company or the Indenture Trustee on
                                   any such Note.


Payment of Expenses:               Each Agent shall forward to the Company, on a
-------------------                monthly basis, a statement of the reasonable
                                   out-of-pocket expenses incurred by such Agent
                                   during that month which are reimbursable to
                                   it pursuant to the terms of the Distribution
                                   Agreement. The Company will remit payment to
                                   the Agents currently on a monthly basis.



Delivery of Prospectus:            A copy of the Prospectus and Pricing
----------------------             Supplement relating to a Note must accompany
                                   or precede the earliest of any written offer
                                   of such Note, confirmation of the purchase of
                                   such Note or payment for such Note by its
                                   purchaser. If notice of a change in the terms
                                   of the Notes is received by an Agent between
                                   the time an order for a Note is placed and
                                   the time written confirmation thereof is sent
                                   by such Agent to a customer or his agent,
                                   such confirmation shall be accompanied by a
                                   Prospectus and Pricing Supplement setting
                                   forth the terms in effect when the order was
                                   placed. Subject to "Suspension of
                                   Solicitation; Amendment or Supplement of
                                   Prospectus" above, each Agent will deliver a
                                   Prospectus and Pricing Supplement as herein
                                   described with respect to each Note sold by it.



</TABLE>

                                     A-23

<PAGE>   46


                                                                     EXHIBIT B


                               TERMS AGREEMENT

Washington Gas Light Company
1100 H Street, N.W.
Washington, D.C. 20080

Attention:

        Subject in all respects to the terms and conditions of the
Distribution Agreement (the "Distribution Agreement"), dated May 4, 2001 among
Salomon Smith Barney Inc., Banc One Capital Markets, Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, UBS Warburg LLC and The Williams Capital
Group, L.P., and Washington Gas Light Company (the "Company"), the undersigned
agrees to purchase the following principal amount of the Company's Medium-Term
Notes, Series F (the "Notes"):

<TABLE>
<S>                                                   <C>
Aggregate Principal Amount:  $

Interest Rate:

Date of Maturity:

Interest Payment Dates:

Regular Record Dates:

Purchase Price:                                           % of Principal Amount [plus accrued
                                                          interest from, 20 ]

Purchase Date and Time:

Place for Delivery of Notes
and Payment Therefor
</TABLE>
                                     B-1

<PAGE>   47



Method of Payment:

Modification, if any, in the requirements to deliver the documents specified
in Section 6(b) of the Distribution Agreement:

Period during which additional Notes may not be sold pursuant to Section 4(m)
of the Distribution Agreement:

        This Agreement shall be governed by and construed in accordance with
the laws of New York.

                                               [Insert name of Purchaser[s]]

                                               By:
                                                   --------------------------
                                                   Title:

Accepted:                    , 20___

WASHINGTON GAS LIGHT COMPANY

By:
     -----------------------------------
     Title:


                                     B-2