exv10w3





Exhibit 10.3



WASHINGTON GAS LIGHT COMPANY




SUPPLEMENTAL EXECUTIVE

RETIREMENT PLAN




Amended and Restated Effective January 1, 2005




As further amended on September 24, 2008




 









 







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






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	 	2.25	 	“Specified Employee.”	 	 	6	 
	 
	 	2.26	 	“Surviving Spouse.”	 	 	6	 
	 
	 	2.27	 	“Vested Percentage.”	 	 	6	 
	 
	 	2.28	 	“Washington Gas Light Company Employees' Pension Plan.”	 	 	6	 
	 
	 	2.29	 	“Year of Vesting Service.”	 	 	6	 
	3.
	 	 	 	PARTICIPATION	 	 	7	 
	 
	 	3.1	 	Commencement of Participation	 	 	7	 
	 
	 	3.2	 	Participant Elections	 	 	7	 
	 
	 	3.3	 	Termination	 	 	8	 
	4.
	 	 	 	RETIREMENT BENEFITS	 	 	9	 
	 
	 	4.1	 	Normal Retirement Benefit	 	 	9	 
	 
	 	4.2	 	Early Retirement Benefit	 	 	9	 
	 
	 	4.3	 	Terminated Vested Benefit	 	 	10	 
	 
	 	4.4	 	Disability Retirement Benefit	 	 	11	 
	 
	 	4.5	 	Normal Form of Benefit	 	 	11	 
	 
	 	4.6	 	Optional Forms of Distribution	 	 	12	 
	 
	 	4.7	 	Benefit Computation	 	 	15	 
	 
	 	4.8	 	Special Distribution Rules for Specified Employees	 	 	15	 
	 
	 	4.9	 	Hardship Distribution	 	 	15	 
	 
	 	4.10	 	Special Transition Distribution Rules	 	 	17	 
	5.
	 	 	 	DEATH BENEFIT	 	 	17	 
	 
	 	5.1	 	General	 	 	17	 
	 
	 	5.2	 	Surviving Spouse of an Active Participant	 	 	17	 
	 
	 	5.3	 	Surviving Spouse of Former Vested Participant	 	 	18	 
	6.
	 	 	 	VESTING	 	 	18	 
	 
	 	6.1	 	Vested Percentage	 	 	18	 
	 
	 	6.2	 	Vested Percentage — Exceptions	 	 	20	 
	7.
	 	 	 	FUNDING NATURE OF THE PLAN	 	 	22	 
	8.
	 	 	 	ADMINISTRATION OF THE PLAN	 	 	22	 
	9.
	 	 	 	AMENDMENTS AND TERMINATION	 	 	24	 






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	10.
	 	 	 	CLAIMS PROCEDURES	 	 	24	 
	11.
	 	 	 	MISCELLANEOUS	 	 	24	 
	 
	 	11.1	 	Construction	 	 	24	 
	 
	 	11.2	 	Taxes	 	 	24	 
	 
	 	11.3	 	Governing Law	 	 	24	 
	 
	 	11.4	 	No Right of Employment	 	 	25	 
	 
	 	11.5	 	Payment in Satisfaction of Claims	 	 	25	 
	 
	 	11.6	 	ERISA	 	 	25	 
	 
	 	11.7	 	No Alienation of Benefits	 	 	25	 
	 
	 	11.8	 	Incapacity	 	 	25	 
	 
	 	11.9	 	Adjustment	 	 	26	 
	 
	 	11.10	 	Section 409A of the Code	 	 	26	 
	 
	 	 	 	Exhibit A	 	 	29	 
	 
	 	 	 	Exhibit B	 	 	30	 
	 
	 	 	 	Exhibit C	 	 	31	 
	 
	 	 	 	Exhibit D	 	 	32	 
	 
	 	 	 	Exhibit E	 	 	33	 
	 
	 	 	 	Exhibit F	 	 	34	 
	 
	 	 	 	Exhibit G	 	 	35	 






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	1.	 	PURPOSE.






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




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	2.	 	DEFINITIONS.




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





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




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




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	 	2.12	 	“Death Benefit.” Death Benefit has the meaning set forth in Section 5
of the Plan.
	 
	 	2.13	 	“Disability.” Disability means, to the extent consistent with Code
section 409A, a mental or physical condition which constitutes a “Disability” as set
forth in the Washington Gas Light Company Employees’ Pension Plan, provided such
disability is expected to result in death or can be expected to last for a continuous
period of not less than 12 months.
	 
	 	2.14	 	“Early Retirement Benefit.” Early Retirement Benefit means the benefit
described in Section 4.2.
	 
	 	2.15	 	“Eligible Employee.” Eligible Employee means any Employee selected by
the Board of Directors.
	 
	 	2.16	 	“Employee.” Employee means a person who receives salary, wages or
commissions from the Company or an Affiliate and whose wages from the Company or an
Affiliate are subject to withholding for purposes of federal income taxes and the
Federal Insurance Contribution Act, as determined by the Committee.
	 
	 	2.17	 	“ERISA.” ERISA means the Employee Retirement Income Security Act of
1974, as amended from time to time.
	 
	 	2.18	 	“Final Average Compensation.” Final Average Compensation means the
average of the total amount of Compensation for the three calendar years producing the
highest total, selected from the five consecutive years preceding the Participant’s
termination of employment. In the event the Participant has less than three years of
Compensation prior to his termination of employment, his total amount of




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	 	 	 	Compensation for his years of service shall be averaged and such average shall be
his Final Average Compensation.
	 
	 	2.19	 	“Grandfathered Benefits.” Grandfathered Benefits means “Accrued
Benefits” as described in the Plan in effect as of December 31, 2004 that were earned
and vested as of December 31, 2004. All Grandfathered Benefits are governed by and
subject to the terms of the Plan in effect as of December 31, 2004 and are not subject
to the terms of the Plan as set forth in this amendment and restatement effective
January 1, 2005.
	 
	 	2.20	 	“Normal Retirement Benefit.” Normal Retirement Benefit means the
benefit described in Section 4.1.
	 
	 	2.21	 	“Normal Retirement Date.” Normal Retirement Date has the meaning set
forth in the Washington Gas Light Employees’ Pension Plan.
	 
	 	2.22	 	“Participant.” Participant means an individual described in Section 3,
unless expressly provided herein to the contrary or the context dictates otherwise, a
Participant shall include any person who is entitled to a benefit under this Plan.
	 
	 	2.23	 	“Plan.” Plan means the Washington Gas Light Company Supplemental
Executive Retirement Plan as set forth in this document and in any amendments from time
to time made hereto.




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	 	2.24	 	“Plan Service.” Plan Service means Years of Vesting Service as a
Participant.
	 
	 	2.25	 	“Specified Employee” means any employee who, at any time during the
12-month period ending on the identification date, is a “specified employee” under
Section 409A of the Code. The determination of Specified Employees, including the
number and identity of persons considered Specified Employees and the identification
date, shall be made by the Human Resources Committee of the Board of Directors of WGL
Holdings, Inc. or its delegate in accordance with the provisions of Sections 416(i) and
409A of the Code and the regulations issued thereunder.
	 
	 	2.26	 	“Surviving Spouse.” Surviving Spouse refers to the person who is
legally married to the Participant at the time of his death and for the full one year
(365 days) period immediately prior to his death.
	 
	 	2.27	 	“Vested Percentage.” Vested Percentage means a Participant’s
nonforfeitable interest in his Accrued Benefit determined in accordance with Section 6.
	 
	 	2.28	 	“Washington Gas Light Company Employees’ Pension Plan.” Washington Gas
Light Company Employees’ Pension Plan means the Washington Gas Light Company Employees’
Pension Plan, originally adopted January 1, 1945, as amended and restated January 1,
2000 and as amended thereafter from time to time.
	 
	 	2.29	 	“Year of Vesting Service.” Year of Vesting Service means each calendar
year as a Participant in which the Participant completes at least 1,000 Hours of
Service including all Hours of Service completed in the year in which an individual
first




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	 	 	 	becomes a Participant, regardless of whether earned before of after first becoming a
Participant. For purposes of this Section 2.29, an “Hour of Service” shall have the
meaning assigned to such term under the Washington Gas Light Company Employees’
Pension Plan.
	 
	3.  PARTICIPATION
	 
	 	3.1	 	Commencement of Participation. Each Eligible Employee shall become a
Participant no earlier than the date the Board of Directors meets and designates the
Employee as an Eligible Employee; Participation shall begin on the date the Board of
Directors shall specify.
	 
	 	3.2	 	Participant Elections.






	 	(a)	 	Initial Elections. A Participant may, within 30 days
of first becoming a Participant in this Plan (provided the Participant is not
then a participant in any plan required to be aggregated with this Plan for
purposes of Code section 409A), and consistent with Code section 409A and
applicable regulations, make an election with respect to retirement benefits
described in Sections 4.1, 4.2 and 4.3 to receive his benefits in one of the
optional forms of distribution described in Section 4.6.




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




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






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




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	4.	 	RETIREMENT BENEFITS






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






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






	 	 	 	The benefit payable under this Section 4.1 shall be paid 30 days after the
Participant’s termination of employment.
	 
	 	4.2	 	Early Retirement Benefit. A Participant who terminates employment on
or after attainment of age 55 and completion of 10 or more years of Benefit Service but
before his Normal Retirement Date shall receive a retirement benefit commencing as of
his termination of employment equal to the Participant’s Accrued Benefit at termination
of employment subject to an early retirement reduction determined in accordance with
Exhibit D. However, a Participant listed on Exhibit B shall receive the greater of the
benefits determined in accordance with Exhibit C or Exhibit D. A Participant listed on
Exhibit B who has attained age 60 and has 30 years of Benefit Service shall receive a
retirement benefit equal to 100% of his




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	 	 	 	Normal Retirement Benefit. In any event, the Early Retirement Benefit shall be
determined by (1) first applying to the amount determined in Section 4.1(a) the
applicable adjustment factors to reflect the age of the Participant at the Benefit
Commencement Date, (2) determining the offsets under Section 4.1(b) adjusted to
reflect the age of the Participant at the Benefit Commencement Date, and (3)
subtracting the amount determined in (2) from the amount determined in (1). Any
adjustments to the resulting benefit to reflect a payment form other than a life
annuity are applied to the result of step (3). The benefit payable under this
Section 4.2 shall be paid 30 days after the Participant’s termination of employment.
	 
	 	4.3	 	Terminated Vested Benefit. A Participant who terminates employment
before attaining age 55 shall commence receiving a benefit upon attaining age 55 equal
to the Vested Percentage of the Participant’s Accrued Benefit subject to an early
retirement reduction determined in accordance with Exhibit D. The Terminated Vested
Benefit shall be determined by (1) first applying to the amount determined in Section
4.1(a) the applicable Vested Percentage and adjustment factors to reflect the age of
the Participant at the Benefit Commencement Date, (2) determining the offsets under
Section 4.1(b) adjusted to reflect the vested percentage and age of the of the
Participant at the Benefit Commencement Date, and (3) subtracting the amount determined
in (2) from the amount determined in (1). Any adjustments to the resulting benefit to
reflect a payment form other than a life annuity are applied to the result of step (3).
The benefit payable under this Section 4.3 shall be paid 30 days after the
Participant’s attainment of age 55.




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






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






	 	 	 	provided that in no event shall such benefit exceed the Participant’s Accrued
Benefit. A Participant with less than 10 years of Benefit Service who incurs a
Disability shall receive a benefit equal to his Accrued Benefit subject to an
actuarial reduction determined in accordance with Exhibit F. The benefit under this
Section 4.4 shall be reduced by any benefits payable to the Participant under the
Company’s long term disability plan. The benefit under this Section 4.4 shall be
paid 30 days following the occurrence of the Disability.
	 
	 	4.5	 	Normal Form of Benefit. The normal form of a Participant’s retirement
benefit shall be payments in equal monthly installments for his lifetime; provided the
normal form of benefit for a Participant who is married on his Benefit Commencement
Date shall be equal monthly installments for the lifetime of the Participant with 50%
of the amount payable to the Participant continued thereafter




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






	 	(a)	 	Lump Sum. The Participant may elect to have all or a
portion of his Accrued Benefit paid in a lump-sum, the amount of which shall be
calculated on the basis specified in Exhibit E. If a Participant elects to
have less than all of his Accrued Benefit paid in a lump sum, the remaining
portion of the Participant’s Accrued Benefit will be paid in the normal form of
benefit unless the Participant has elected otherwise.
	 
	 	(b)	 	Single Life Option. The Participant may elect to have
his Accrued Benefit paid in equal monthly installments for his lifetime.
	 
	 	(c)	 	Contingent Annuitant Option. A participant may elect
to have his benefit paid in equal monthly installments for the lifetime of the
Participant with 50%, 75% or 100% of the amount payable to the Participant
continued




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	 	 	 	thereafter for the lifetime of the Surviving Spouse or any other designated
Beneficiary.






	 	(d)	 	Guaranteed Fixed Period and Life Thereafter Option.
The Participant may elect to have the Participant’s benefits paid in monthly
payments for his life; provided if the Participant dies within the fixed period
that he so designates in his election for this option made in accordance with
Section 3.2, the monthly pension benefit that the Participant was receiving
shall continue to the Participant’s Surviving Spouse or other designated
Beneficiary for the remainder of the fixed period elected by the Participant.
	 
	 	(e)	 	Social Security Adjustment Option. A Participant whose
Benefit Commencement Date occurs before the Participant’s Social Security
benefit first becomes available by reason of age and who has elected to receive
benefits in a form other than a lump sum, may elect to have his monthly benefit
increased until the Participant’s Social Security benefit first becomes
available, and reduced thereafter, so that the Participant receives, as far as
practicable, an approximately level income both before and after the Social
Security benefit first becomes available to the Participant.
	 
	 	 	 	Notwithstanding any other provision to the contrary, if payment is to be made
on the basis of a combination of the Social Security Adjustment Option and
any other option involving payment after the death of the Participant, an
adjustment on account of such other option shall first be made, and the
adjusted amount shall then be further adjusted for the Social




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	 	 	 	Security Adjustment Option. Moreover, any benefits payable after the death
of the Participant, the amount of which is to be determined on the basis of
the amount that was payable to the Participant, shall be determined on the
basis of the Participant’s adjusted amount before it was adjusted for the
Social Security Adjustment Option.
	 
	 	 	 	Although this section of the Plan makes references to “Social Security”
benefits, the benefits provided by this option are independent of any
benefits provided under the Social Security Act whether the Participant
applies for, receives or will be eligible for any such benefits at any time.
The estimated Social Security benefit used in determining such level income
is not to be changed subsequently if the actual Social Security benefit
proves to be different from the estimated amount.
	 
	 	(f)	 	Pop-up Option. A Participant may elect to have a
contingent annuitant option (including the joint and survivor form of benefit
that is the normal form of benefit for a Participant who is married on his
Benefit Commencement Date) revert to a single-life annuity in the event the
Surviving Spouse or other designated Beneficiary dies within 5 years of the
Benefit Commencement Date, subject to an additional actuarial reduction of the
Participant’s benefit and an actuarial adjustment to the benefit payable for
the life of the Surviving Spouse or such other designated Beneficiary in the
event the Surviving Spouse or other designated Beneficiary survives the 5-year
period beginning on the Participant’s Benefit Commencement Date.




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	 	4.7	 	Benefit Computation. A Participant’s retirement benefits shall be
computed under the Plan in effect as of the date of the Participant’s termination of
employment with the Company and shall not be recomputed, increased or decreased after
such termination, except for supplemental increases, if any, as may be granted by the
Board of Directors.
	 
	 	4.8	 	Special Distribution Rules for Specified Employees. Notwithstanding
any provision of the Plan to the contrary, if a Participant who is a Specified Employee
becomes entitled to receive a distribution of his retirement benefits on account of
termination of employment under Section 4.1, 4.2 or 4.3, distribution of such benefits
may not begin earlier than six months following the date of the Participant’s
termination of employment, as required by section 409A of the Code and the regulations
thereunder. At the expiration of the six-month period, the amounts that would
otherwise have been distributable to the Participant during the period shall be
immediately paid to the Participant. If the Participant dies during such six-month
period, the amounts that would otherwise have been distributable to the Participant
during such six-month period shall be paid to the Participant’s Beneficiary on or
around 90 days after the date of the Participant’s death. In no event shall interest
be paid on any distribution delayed pursuant to this Section 4.8.
	 
	 	4.9	 	Hardship Distribution. In the event that the Human Resources Committee
of the Company’s Board of Directors, upon written request of a Participant, Surviving
Spouse or the beneficiary of any survivor death benefit payable pursuant to the form of
a Participant’s retirement benefit in accordance with Section 4.5, determines, in its
sole discretion, that the Participant, Surviving Spouse or




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	 	 	 	beneficiary has suffered an unforeseeable financial emergency, the Company shall pay
to the Participant, Surviving Spouse or beneficiary, as soon as practicable
following such determination, an amount equal to the lesser of: (i) the amount
necessary to meet the emergency, including amounts for any and all taxes as may be
required pursuant to Section 11.2 or (ii) the value of the Vested Percentage of
Participant’s Accrued Benefit expressed as a lump sum, using the “applicable
interest rate” and “applicable mortality table” under Code section 417(e)(3) as such
terms are used in the Washington Gas Light Company Employees’ Pension Plan for
purposes of determining lump sum distributions for small benefit amounts. For
purposes of this Section 4.9, an unforeseeable financial emergency is an unexpected
need for cash arising from an illness, casualty loss, sudden financial reversal, or
other such unforeseeable occurrence. Cash needs arising from foreseeable events
such as the purchase of a house or education expenses for children shall not be
considered to be the result of an unforeseeable financial emergency. With respect
to that portion of the retirement benefit which is distributed to a Participant,
Surviving Spouse or a beneficiary as hardship distribution under this Section 4.9,
no further benefit shall be payable to the Participant, Surviving Spouse or
beneficiary. It is intended that the Human Resources Committee’s determination as
to whether a Participant, Surviving Spouse or beneficiary has suffered an
“unforeseeable financial emergency” shall be made consistent with the requirements
under section 409A of the Code and applicable regulations.




16









 







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






	 
	5.	 	DEATH BENEFIT






	 	5.1	 	General. Except for the Surviving Spouse’s annuity described in
Sections 5.2 and 5.3, and any survivor death benefit payable pursuant to the form of
payment of a Participants’ retirement benefits in accordance with Section 4.5, no death
benefits shall be payable under this Plan and a Participant shall forfeit all rights to
any benefits hereunder upon his death.
	 
	 	5.2	 	Surviving Spouse of an Active Participant. The Surviving Spouse of a
Participant who dies while an Employee shall receive a monthly annuity in an amount
equal to 50% of the deceased Participant’s Accrued Benefit (without regard to vesting)
determined on the basis of (i) the Participant’s Final Average Compensation at the date
of his death, and (ii) the Benefit Service the Participant would have had if his
Company employment had continued until his Normal Retirement Date, and (iii) no
reduction for benefit commencement before age 65. This benefit shall continue




17









 






	 	 	 	for the lifetime of the Surviving Spouse. Payment of this benefit shall commence 30
days following the Participant’s death.
	 
	 	5.3	 	Surviving Spouse of Former Vested Participant. If a Participant who is
not an Employee and is not receiving a benefit under this Plan dies, the Surviving
Spouse of such Participant shall receive a benefit of an amount equal to 50% of the
annuity that would have been paid to the former Participant under Section 4.3. The
benefit payable to the Surviving Spouse shall be distributed in the form in which the
benefit would have been paid to the former Participant under Section 4.3. If the
Participant dies before the year he would have attained age 55, then benefits will
commence at the time the Participant would have reached age 55 or, if the Participant
had in place a valid election under Section 3.2(b) for a later commencement date, at
such later commencement date. If the Participant dies after the year he reaches age
55, the benefit shall commence 30 days following the Participant’s death and shall
continue for the lifetime of the Surviving Spouse.






	6.	 	VESTING






	 	6.1	 	Vested Percentage.






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






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




18









 






	 	 	 	Service with the Company will be treated as a 5-year period for this
purpose; and
	 
	 	(ii)	 	5% per Year of Vesting Service earned up to, and
including, the year the Participant attains age 49, and
	 
	 	(iii)	 	10% per Year of Vesting Service thereafter,




to a maximum of 100%.



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





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






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




19









 






	 	 	 	with the Company in any one calendar year will be treated as a 5-year
period for this purpose; and






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




to a maximum of 100%.





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






	 	6.2	 	Vested Percentage — Exceptions.






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




20









 












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







	 	(b)	 	Acceleration of Vesting. The Committee may waive all
vesting requirements or permit accelerated vesting arrangements in any case
which, in the Committee’s discretion, represents special circumstances;
	 
	 	(c)	 	Misconduct. Notwithstanding any Plan provision to the
contrary, if a Participant willfully performs any act or willfully fails to
perform any act of material importance to the Company, that may result in
material discredit or substantial detriment to the Company, then upon a
majority vote of the Board of Directors, such Participant, his Surviving Spouse
and any Beneficiary of such individual shall forfeit any benefit payments owing
on and after the date fixed by the Board of Directors and the Company shall
have no further obligation under this Plan to such Participant, his Surviving
Spouse or any Beneficiary. If a Participant to which this Section applies
received a lump-sum benefit pursuant to Section 4.6, then the Participant or
his Surviving Spouse shall return to the Company a proportionate share of such
lump-sum payment calculated as follows:






21











 







The lump-sum payment amount shall be multiplied by a fraction, the numerator
of which is the number of full years and months which elapsed from the time
of the payment to the time of the willful act or failure to act described
above, and the denominator of which is the number of full years and months of
the Participant’s life expectancy determined as of the time of the lump-sum
payment.




	 
	7.	 	FUNDING NATURE OF THE PLAN




The funds used for payment of benefits under this Plan and of the expenses incurred in the
administration thereof shall, until such actual payment, continue to be a part of the general funds
of the Company and no person other than the Company shall, by virtue of this Plan, have any
interest in any such funds. Nothing contained herein shall be deemed to create a trust of any kind
or create any fiduciary relationship. To the extent that any person acquires a right to receive
payments from the Company under this Plan, such right shall be no greater than the right of any
unsecured general creditor of the Company.





	 
	8.	 	ADMINISTRATION OF THE PLAN




The Plan shall be administered by a committee that is comprised of the members of the Retirement
Board appointed by the Company’s Board of Directors with respect to the Washington Gas Light
Company Employees’ Pension Plan, or such other committee or persons as are selected from time to
time by the Board of Directors (the “Committee”). The Committee shall have the exclusive authority
and responsibility for all matters in connection with the operation and administration of the Plan,
except for the determination for Hardship Distributions reserved under Section 4.9 to the Human
Resources Committee of the Company’s Board of Directors. The


22









 






Committee’s powers and duties shall include, but shall not be limited to, the following: (a)
responsibility for the compilation and maintenance of all records necessary in connection with the
Plan; (b) authorizing the payment of all benefits and expenses of the Plan as they become payable
under the Plan; (c) reducing or otherwise adjusting amounts payable under the Plan if payments are
made in error; and (d) authority to engage such legal, accounting, and other professional services
as it may deem proper. Benefits under the Plan will be paid only if the Committee decides in its
discretion that the Participant is entitled to them, except as reserved to the Human Resources
Committee under Section 4.9 of the Plan. The decisions of the Committee shall be made in the sole
discretion of the Committee and shall be final and binding upon all parties, including without
limitation, the Company, Participants and Beneficiaries.



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



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

borne by the Company.




23









 










	9.	 	AMENDMENTS AND TERMINATION




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





	10.	 	CLAIMS PROCEDURES.




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





	11.	 	MISCELLANEOUS






	 	11.1	 	Construction. The headings and subheadings of this instrument are
inserted for convenience of reference only and are not to be considered in the
construction of this Plan. Wherever appropriate, words used in the singular may
include the plural, plural may be read as the singular and the masculine may include
the feminine.
	 
	 	11.2	 	Taxes. The Company will deduct from Plan payments or from other
compensation payable to a Participant, Surviving Spouse or Beneficiary any amounts
required to be withheld for federal, state or local taxes with respect to Benefits
under this Plan.
	 
	 	11.3	 	Governing Law. The instrument creating the Plan shall be construed,
administered, and governed in all respects in accordance with the laws of the
Commonwealth of Virginia to the extent not preempted by ERISA. If any provision of
this Plan shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions shall continue to be fully effective.




24









 






	 	11.4	 	No Right of Employment. Participation in this Plan shall not give to
any Employee the right to be retained in the employ of the Company or any right or
interest in this Plan other than is herein specifically provided.
	 
	 	11.5	 	Payment in Satisfaction of Claims. Any payment to a Participant,
Surviving Spouse or Beneficiary or the legal representative of the aforesaid, in
accordance with the terms of this Plan shall to the extent thereof be in full
satisfaction of all claims such person may have against the Company hereunder, which
may require such payee, as a condition to such payment, to execute a receipt and
release therefor in such form as shall be determined by the Company.
	 
	 	11.6	 	ERISA. This Plan is intended to qualify for exemption from Parts II,
III, and IV of ERISA, as amended, as an unfunded plan maintained primarily for the
purpose of providing deferred compensation for a select group of management or highly
compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of such Act, and
shall be so interpreted.
	 
	 	11.7	 	No Alienation of Benefits. Benefits under this Plan shall not be
alienated, hypothecated or otherwise encumbered, and to the maximum extent permitted by
law such benefits shall not in any way be subject to claim of creditors or liable to
attachment, execution or other process of law.
	 
	 	11.8	 	Incapacity. If an individual entitled to receive retirement benefits
is determined by a court, or if not by a court by the Committee, to be legally
incapable of giving valid receipt and discharge for such benefits, they shall be paid
to the duly appointed and acting guardian, if any, and if no such guardian is appointed
and




25









 






	 	 	 	acting, to such person as the Committee may designate. Such payment shall, to the
extent made, be deemed a complete discharge for such payments under this Plan.






	 	11.9	 	Adjustment. If the Committee is unable to make the determinations
required under this Plan in sufficient time for payments to be made when due, the
Committee shall make the payments upon the completion of such determinations with
interest at a reasonable rate from the due date and may, at its option, make
provisional payments, subject to adjustment, pending such determination.
	 
	 	11.10	 	Section 409A of the Code. The Plan is intended to comply with the
applicable requirements of section 409A of the Code and its corresponding regulations
and related guidance, and shall be maintained and administrated in accordance with
section 409A of the Code to the extent section 409A of the Code applies to the Plan.
Notwithstanding anything in the Plan to the contrary, distributions from the Plan may
only be made in a manner, and upon an event, permitted by section 409A of the Code.
	 
	 	 	 	Notwithstanding anything in the Plan to the contrary, distributions to be made upon
a termination of employment may only be made upon a Code Section 409A “separation
from service” or other event permitted by Code Section 409A, and in a manner
permitted by Code Section 409A or an applicable exemption. In accordance with
section 1.409A-3(d) of the Treasury Regulations, a distribution under this Plan will
be treated as made on the designated payment date if the payment is made (i) at such
date or a later date within the same calendar year, or if later, by the 15th day of
the third month following the designated date (provided




26









 






	 	 	 	the Participant, or in the event of the death of the Participant, his or her
beneficiary, may not, directly or indirectly, designate the year of payment), or
(ii) at a date no earlier that 30 days before the designated payment date and the
Participant (or, in the event of the death of the Participant, his or her
Beneficiary) may not directly or indirectly designate the taxable year of the
payment.





[The remainder of this page intentionally left blank]




27









 







The foregoing Plan document was adopted by resolution of the Board of Directors of Washington Gas
Light Company at a regular meeting on September 24, 2008.




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

SECRETARY
	 	 
	 

	 	WASHINGTON GAS LIGHT COMPANY	 	 






28









 





Exhibit A




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




Elizabeth M. Arnold

Beverly J. Burke

Richard J. Cook

James H. DeGraffenreidt, Jr.

Richard L. Fisher

John K. Keane, Jr.

Frederic M. Kline

Patrick J. Maher

Lisa M. Metcalfe

Douglas V. Pope

Joseph M. Schepis

Roberta W. Sims

Robert A. Sykes

Robert E. Tuoriniemi

James B. White




29









 





Exhibit B




Richard J. Cook

Richard L. Fisher

John K. Keane, Jr.

Patrick J. Maher

Douglas V. Pope

Robert A. Sykes




30









 






Exhibit C




Early Retirement Benefit

“Legacy” Formula




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








 




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





31









 





Exhibit D




Early Retirement Benefit

“New” Formula




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








 




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





32









 





Exhibit E




Lump-Sum Calculation Procedure




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



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



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



33









 







Exhibit F




Actuarial Equivalent Reduction Factors for Disability Benefits

Commencing Prior to Age 55




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






34









 





Exhibit G




Washington Gas Light Company

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





35