DISTRIBUTION AGREEMENT

Exhibit 1.1

Washington Gas Light Company

$450,000,000

Medium-Term Notes, Series I

DISTRIBUTION AGREEMENT

June 3, 2009
New York, New York

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 $450,000,000 aggregate principal amount of its Medium-Term Notes, Series I (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 Mellon, 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 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 ”) a registration statement on such Form (File Number: 333-159243), including a base prospectus, which has become effective, for the registration under the Act of up to $450,000,000 aggregate principal amount of Notes. Such registration statement, as amended at the date of this Agreement, meets the requirements set forth in Rule 415(a)(1)(ix) or (x) under the Act and complies 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. 333-159243 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) (1) At each of the following times: (i) as of the Execution Time and (ii) on the Effective Date and each deemed effective date pursuant to Rule 430B of the Act, (A) the Registration Statement, as amended as of any such time, and the Indenture, as amended or supplemented as of any such time, complied or will comply in all material respects with any 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; and (B) the 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

               (2) At each of the following times: (i) as of the Execution Time, (ii) on the Effective Date and each deemed effective date pursuant to Rule 430B of the Act, (iii) when any supplement to the Prospectus is filed with the Commission, (iv) as of the time 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) (each such time being an “ Applicable Time ”) and (v) at the date of delivery by the Company of any Notes sold hereunder (a “ Closing Date ”), the Prospectus and any applicable Permitted Free Writing Prospectuses, as supplemented as of 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 they were made, not misleading; provided , however , that the Company makes no representations or warranties under this paragraph (b) 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, the Prospectus or any Permitted Free Writing 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, the Prospectus or any Permitted Free Writing 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 the 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. 333-159243 at the Effective Date (unless such prospectus has been amended or supplemented by the Company subsequent to the Effective Date, in which case “Prospectus” shall mean the form of prospectus as so amended or supplemented). “Registration Statement” shall mean the 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. “Rule 415” and “Rule 424” refer to such rules under the Act. Any reference herein to any Registration Statement, the Prospectus or any Permitted Free Writing 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 the Registration Statement or the issue date of the Prospectus or any then applicable Permitted Free Writing Prospectus, as the case may be; and any reference herein to the terms “amend”, “amended”, “amendment” or “supplement” with respect to the 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 the Registration Statement or the issue date of the Prospectus, as the case may be, deemed to be incorporated therein by reference.

          (d) Since the Effective Date of the Registration Statement and prior to the applicable Closing Date, the Company has been in compliance with Section 3(b). Each Permitted Free Writing Prospectus (as defined below) complies in all material respects with the Act, has been filed in accordance with the Act (to the extent required thereby) and, when taken together with the Prospectus filed prior to the first use of such Permitted Free Writing Prospectus, did not, and at each of the dates specified in Section 1(b)(2) the Permitted Free Writing Prospectus taken together with the then current Prospectus will not, contain 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 they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to any Agent furnished to the Company in writing by such Agent expressly for use in such Permitted Free Writing Prospectus.

          (e) The Company has not sustained since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement 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 the Registration Statement, the Prospectus and any then applicable Permitted Free Writing Prospectus; and, since the respective dates as of which information is given in the Registration Statement, the Prospectus and any then applicable Permitted Free Writing Prospectus, there has not been any change in the capital stock (other than the effect of stock-based compensation) 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, repayments of bank or finance company borrowings and 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, stockholder’s equity or results of operations of the Company, otherwise than as set forth or contemplated in the Registration Statement, the Prospectus and any then applicable Permitted Free Writing Prospectus.

          (f) 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 any then applicable Permitted Free Writing 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.

          (g) 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 the Registration Statement; the Indenture and this Agreement have each been duly authorized, executed and delivered by the Company and each 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 to any principles of public or Commission policy limiting the right to indemnification provided for in this Agreement; the Indenture has been qualified under the Trust Indenture Act; any Terms Agreement will, when authorized, executed and delivered in accordance herewith, constitute 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 to any principles of public or Commission policy limiting the right to indemnification provided for therein; and the Notes and the Indenture conform to the descriptions thereof in the Prospectus.

          (h) 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 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 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, the Public Service Commission of Maryland and the State Corporation Commission of Virginia and such other applicable filings and orders required by any other governmental entity having jurisdiction over the Company authorizing the issuance and sale by the Company of the Notes all of which orders have been obtained and are in full force and effect.

          (i) Other than as set forth or contemplated in the Prospectus and any then applicable Permitted Free Writing 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, stockholder’s 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.

          (j) There are no contracts or documents of the Company that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement by the Act or by the rules and regulations thereunder that have not been so described or filed.

          (k) The issue and sale of the Notes are solely for the purpose of financing the business of the Company as described under “Use of Proceeds” in the Registration Statement and the Prospectus and the proceeds thereof will not be used for any other purpose.

          (l) As of the Execution Time, the Medium Term Note program under which the Notes are issued is rated A2 by Moody’s Investor Service, Inc., AA- by Standard & Poor’s Ratings Services, and AA- by Fitch Ratings. The Company has no other credit ratings on its Medium Term Notes from a “nationally recognized statistical rating organization.”

          (m) The Company is not in violation of its charter or bylaws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company is a party or by which it may be bound, or to which any of the property or assets of the Company is subject, which violation or default would materially adversely affect the business or financial condition of the Company; and the execution, delivery and performance of this Agreement and any Terms Agreement and the consummation of the transactions contemplated herein and therein will not conflict with, or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, any material contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company is a party or by which it may be 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 charter or bylaws of the Company or, to the best knowledge of the Company, any law, administrative regulation or administrative or court decree, and no consent, approval, authorization, order or decree of any court or governmental agency or body of the United States (other than those referenced in Section 1(h) of this Agreement) is required for the consummation by the Company of the transactions contemplated by this Agreement, any Terms Agreement or the Indenture, except such as may be required under the Act or the Trust Indenture Act or the regulations promulgated under either thereof or as may be required by state securities or Blue Sky laws.

          (n) The financial statements and any supporting schedules of the Company included or incorporated by reference in the Registration Statement, the prospectus and any then applicable Permitted Free Writing prospectus present fairly the consolidated financial position of the Company as of the dates indicated and the consolidated results of its operations for the periods specified; and, except as stated therein, said financial statements have been prepared in conformity with generally accepted accounting principles in the Unites States applied on a consistent basis; and any supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein.

     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 then applicable Permitted Free Writing 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.

          (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 registered public accounting firm 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 Agent(s) 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 Agent(s) shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions 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 Agent(s) 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 .

          (a) Each Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by them in the Procedures.

          (b) The Company agrees that, unless it has obtained or will obtain the prior written consent of the Agents, and each Agent, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Notes that would constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than the information contained in the Pricing Supplement prepared and filed pursuant to Section 5(a). Any such free writing prospectus consented to by the Agents or the Company is hereinafter referred to as a “ Permitted Free Writing Prospectus .” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433) and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

     4.  Agreements . The Company agrees with you that:

          (a) Prior to the termination of the offering of the Notes, the Company will not issue any Permitted Free Writing Prospectus or 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. Except for periodic or current reports filed under the Exchange Act and pricing or other supplements relating to the offerings of debt securities other than the Notes, the Company will promptly advise each of you (i) when the Prospectus or any Permitted Free Writing 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 of any notice objecting to its use or of 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 or the occurrence of any such suspension or objection to the use of the Registration Statements and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection.

          (b) Except as otherwise provided in paragraph (n) of this Section 4, if, at any time when a prospectus relating to the Notes is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Prospectus or any then applicable Permitted Free Writing 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 made, not misleading, or if it shall be necessary to amend any Registration Statement or to supplement the Prospectus or any then applicable Permitted Free Writing 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, (iii) use its reasonable best efforts to have any amendment to the Registration Statement declared effective as soon as practicable in order to avoid any disruption in use of the Prospectus and (iv) supply any supplemented Prospectus or any then applicable Permitted Free Writing 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 if the Company does not meet its filing deadlines. 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, or any notice of a possible change in any such rating that does not indicate the direction of the possible change, in each case 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 (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of the Prospectus, each Permitted Free Writing Prospectus, and any supplement thereto as you may reasonably request.

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

          (g) During the term of this Agreement, the Company shall make available at www.wglholdings.com (i) all annual, quarterly and other reports furnished to stockholders of the Company or of WGL Holdings, Inc., and (ii) all annual, quarterly and current reports of the Company filed with the Commission under the Exchange Act. The Company shall furnish to each of you other information that you may reasonably request from time to time concerning the Company or WGL Holdings, Inc.

          (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 the Registration Statement, 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 the Registration Statement as then amended and to the Prospectus or any Permitted Free Writing Prospectus, as then amended and supplemented to relate to such Notes).

          (j) Except as otherwise provided in paragraph (n) of this Section 4, each time that any Registration Statement, the Prospectus or any Permitted Free Writing 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 paragraph (n) of this Section 4, each time that any Registration Statement, the Prospectus or any Permitted Free Writing 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 shall furnish or cause to be furnished promptly to each of you a written opinion of Beverly J. Burke, 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, the Prospectus and any Permitted Free Writing 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 paragraph (n) of this Section 4, each time that the Registration Statement, the Prospectus or any Permitted Free Writing 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 registered public accounting firm 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, the Prospectus and any Permitted Free Writing 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 paragraphs (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 paragraphs (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.

     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 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 Permitted Free Writing Prospectus or any supplement thereto, is required pursuant to Rule 424, the Prospectus and any Permitted Free Writing 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 nor any notice objecting to its use 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 Beverly J. Burke, 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, stockholder’s 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, the Public Service Commission of Maryland and the State Corporation Commission of Virginia and such other applicable governmental entities 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.

     (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 court or governmental agency or body having jurisdiction over the Company or any of its properties, 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, the Public Service Commission of Maryland and the State Corporation

Commission of Virginia and such other applicable filings and orders required by any other governmental entity having jurisdiction over the Company authorizing the issuance and sale by the Company of the Notes, all of which orders have been obtained and are in full force and effect.

     (viii) The 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; the 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 nor any notices objecting to its use have been instituted or are pending or threatened under Section 8 of the Act; and such counsel has no reason to believe that the 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.

     (ix) The Company’s gas distribution activities are exempt from the Natural Gas Act.

     (x) The Public Service Commission of the District of Columbia, the Public Service Commission of Maryland, the State Corporation Commission of Virginia and such other governmental entities having jurisdiction over the Company with respect to the issue and sale of the Notes 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 Hunton & Williams 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 the 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 the Registration Statement or any notice objecting to its use 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 the Registration Statement 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 the Registration Statement and the Prospectus and (2) since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any change in the capital stock (other than the effect of stock-based compensation) 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, repayments of bank or finance company borrowings and repurchases of commercial paper) of the Company or any material change, or any development involving a prospective material change, in or affecting the general affairs, management, financial position, stockholder’s equity, results of operations or properties of the Company, otherwise than as set forth or contemplated in the Registration Statement and the Prospectus.

          (e) At the Execution Time, Deloitte & Touche 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 it is an independent registered public accounting firm within the meaning of the Act and the rules and regulations of the Public Company Accounting Oversight Board and the applicable published rules and regulations thereunder and stating in effect that:

     (i) In its opinion the consolidated financial statements and related supplemental schedules audited by it and included or incorporated by reference in the Registration Statement and the Prospectus comply as to 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 its attention which caused it to believe that:

     (1) any unaudited condensed financial statements included or incorporated by reference in the Registration Statement 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 any material modifications should be made to said unaudited condensed financial statements, for them to be in conformity with accounting principles generally accepted in the United States of America;

     (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 the Registration Statement and the Prospectus (the “ Latest Date of Financials ”), (A) there was any increase in long-term debt (other than normal amortization of debt premium and discount) 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 or non-redeemable serial preferred stock of the Company as compared with the amounts shown on the most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus; except in all instances for changes or decreases that the Registration Statement and the Prospectus disclose have occurred or may occur and except as set forth in such letter;

     (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 decreases in operating revenues or net income applicable to common stock of the Company, as compared with the comparable period of the preceding year, except in all instances for decreases that the Registration Statement 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 the Registration Statement 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 the Registration Statement and the Prospectus.

     (iii) It has 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 the Registration Statement 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 the Registration Statement 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