Common use of Corporate Restructuring Clause in Contracts

Corporate Restructuring. At its March 3, 2000, Annual Meeting of Shareholders, Washington Gas shareholders approved, by a more than a two-thirds majority, a proposal to form WGL Holdings, a registered holding company under the Public Utility Holding Company Act of 1935. The Company subsequently received the necessary approval for this restructuring from the SCC of VA on May 11, 2000. On October 13, 2000, the Securities and Exchange Commission (SEC) approved WGL Holdings' financing application and the corporate restructuring subsequently went into effect on November 1, 2000. Under the new structure, Washington Gas, as the regulated utility, and its former subsidiaries operate as separate subsidiaries of WGL Holdings. The following charts illustrate the major organizational changes resulting from this restructuring. At the November 1, 2000 restructuring, shares of WGL Holdings common stock equal the same number of shares of Washington Gas common stock immediately prior to the restructuring. Each Washington Gas shareholder also received an equal number of WGL Holdings shares. All serial preferred stock issued by Washington Gas remains issued and outstanding as shares of Washington Gas serial preferred stock. The dividend rate for the preferred stock has not been changed and those dividends will continue to be paid by Washington Gas. All outstanding indebtedness and other obligations of Washington Gas prior to the restructuring remain outstanding as obligations of Washington Gas. Holders of Washington Gas medium-term notes (MTNs) continue as security holders of Washington Gas. On November 1, 0000, XXX Holdings had no outstanding securities other than common stock, but it could issue other securities in the future. WGL Holdings common stock is listed only on the New York Stock Exchange, while Washington Gas preferred stock continues to be listed only on the Philadelphia Stock Exchange. Both common and preferred shares are listed under the "WGL" ticker symbol on their respective exchanges. The consolidated financial statements and the associated notes thereto included in pages 31-51 of the Washington Gas Light fiscal year 2000 Annual Shareholders' Report, which is included in Exhibit 13, were based upon the corporate organizational structure that was in place during the three fiscal years ended September 30, 2000. As previously discussed, the corporate reorganization became effective on November 1, 2000. However, had the reorganization occurred on September 30, 2000, the WGL Holdings' consolidated financial statements and associated notes thereto would have been virtually identical to those reported in these financial statements and notes thereto.

Corporate Restructuring. At its March 3, 2000, Annual Meeting of Shareholders, Washington Gas shareholders approved, by a more than a two-thirds majority, a proposal to form WGL Holdings, a registered holding company established under the Public Utility Holding Company Act of 1935. The Company company subsequently received the necessary approval for this restructuring from the State Corporation Commission of Virginia (SCC of VA VA) on May 11, 2000. On October 13, 2000, the Securities and Exchange Commission (SEC) approved WGL Holdings' ’ financing application and the corporate restructuring subsequently went into effect on November 1, 2000. Under the new structure, Washington Gas, as the regulated utility, and its former subsidiaries operate as separate subsidiaries of WGL Holdings. The following charts illustrate the major organizational changes resulting from this restructuring. At ORGANIZATIONAL STRUCTURE PRIOR TO NOVEMBER 1, 2000 RESTRUCTURING ORGANIZATIONAL STRUCTURE EFFECTIVE NOVEMBER 1, 2000 Since the November 1, 2000 restructuring, stock certificates previously representing shares of WGL Holdings Washington Gas common stock equal have represented the same number of shares of Washington Gas common stock immediately prior to the restructuring. Each Washington Gas shareholder also received an equal number of WGL Holdings sharescommon stock. All serial preferred stock issued by Washington Gas remains issued and outstanding as shares of Washington Gas serial preferred stock. The dividend rate for the preferred stock has not been changed and those dividends will continue to be paid by Washington Gas. All outstanding indebtedness and other obligations of Washington Gas prior to the restructuring remain outstanding as obligations of Washington Gas. Holders of Washington Gas medium-term notes (MTNs) MTNs continue as security holders of Washington Gas. On November 1, 0000, XXX Holdings had no outstanding securities other than common stock, but it could issue other securities in the future. WGL Holdings common stock is listed only on the New York Stock Exchange, while Washington Gas preferred stock continues to be listed only on the Philadelphia Stock Exchange. Both common and preferred shares are listed under the "“WGL" ” ticker symbol on their respective exchanges. The consolidated financial statements and the associated notes thereto included in pages 31-51 of the this fiscal year 2000 Washington Gas Light fiscal year 2000 Company Annual Shareholders' Report, which is included in Exhibit 13, ’ Report were based upon the corporate organizational structure that was in place during the three fiscal years ended September 30, 2000. As previously discussed, the corporate reorganization became effective on November 1, 2000. However, had the reorganization occurred on September 30, 2000, the WGL Holdings' ’ consolidated financial statements and associated notes thereto would have been virtually identical to those reported in these financial statements and notes thereto.

Corporate Restructuring. At its March 3, 2000, Annual Meeting of Shareholders, Washington Gas shareholders approved, by a more than a two-two- thirds majority, a proposal to form WGL Holdings, a registered holding company established under the Public Utility Holding Company Act of 1935. The Company company subsequently received the necessary approval for this restructuring from the State Corporation Commission of Virginia (SCC of VA VA) on May 11, 2000. On October 13, 2000, the Securities and Exchange Commission (SEC) approved WGL Holdings' ’ financing application and the corporate restructuring subsequently went into effect on November 1, 2000. Under the new structure, Washington Gas, as the regulated utility, and its former subsidiaries operate as separate subsidiaries of WGL Holdings. The following charts illustrate the major organizational changes resulting from this restructuring. At ORGANIZATIONAL STRUCTURE PRIOR TO NOVEMBER 1, 2000 RESTRUCTURING ORGANIZATIONAL STRUCTURE EFFECTIVE NOVEMBER 1, 2000 Since the November 1, 2000 restructuring, stock certificates previously representing shares of WGL Holdings Washington Gas common stock equal have represented the same number of shares of Washington Gas common stock immediately prior to the restructuring. Each Washington Gas shareholder also received an equal number of WGL Holdings sharescommon stock. All serial preferred stock issued by Washington Gas remains issued and outstanding as shares of Washington Gas serial preferred stock. The dividend rate for the preferred stock has not been changed and those dividends will continue to be paid by Washington Gas. All outstanding indebtedness and other obligations of Washington Gas prior to the restructuring remain outstanding as obligations of Washington Gas. Holders of Washington Gas medium-term notes (MTNs) MTNs continue as security holders of Washington Gas. On November 1, 0000, XXX Holdings had no outstanding securities other than common stock, but it could issue other securities in the future. WGL Holdings common stock is listed only on the New York Stock Exchange, while Washington Gas preferred stock continues to be listed only on the Philadelphia Stock Exchange. Both common and preferred shares are listed under the "“WGL" ” ticker symbol on their respective exchanges. The consolidated financial statements and the associated notes thereto included in pages 31-51 of the this fiscal year 2000 Washington Gas Light fiscal year 2000 Company Annual Shareholders' Report, which is included in Exhibit 13, ’ Report were based upon the corporate organizational structure that was in place during the three fiscal years ended September 30, 2000. As previously discussed, the corporate reorganization became effective on November 1, 2000. However, had the reorganization occurred on September 30, 2000, the WGL Holdings' ’ consolidated financial statements and associated notes thereto would have been virtually identical to those reported in these financial statements and notes thereto.