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                                                                   EXHIBIT 10.28


                             THRIFT RESTORATION PLAN

                                       FOR

                            THE COLUMBIA ENERGY GROUP




                             As Amended and Restated

                            Effective January 1, 2000
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                             THRIFT RESTORATION PLAN
                                       FOR
                            THE COLUMBIA ENERGY GROUP


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             PAGE
                                                                             ----
<S>                                                                          <C>
ARTICLE I - DEFINITIONS .................................................      2

ARTICLE II - ELIGIBILITY ................................................      5

ARTICLE III - SUPPLEMENTAL THRIFT ACCOUNT ...............................      6

ARTICLE IV - WITHDRAWALS ................................................      9

ARTICLE V - TERMINATION OF PARTICIPATION AND PAYMENT OF BENEFITS ........     11

ARTICLE VI - OTHER PROVISIONS ...........................................     13
</TABLE>
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                             THRIFT RESTORATION PLAN
                                       FOR
                            THE COLUMBIA ENERGY GROUP


                                     Purpose

      The purpose of this Plan is to provide for the payment of thrift
restoration benefits to certain key management employees so that the total
thrift plan benefits of such employees will be determined on the same basis as
is applicable to all other employees of the Company. The creation of this Plan
was made necessary by benefit limitations which were imposed on the Company's
Employees' Thrift Plan or Columbia Energy Group by the Employee Retirement
Income Security Act of 1974, as amended, other federal statutes and regulations
which also limit benefits that can be paid to or on behalf or employees, and
limits imposed by the Tax Reform Act of 1986.


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                                    ARTICLE I

                                   Definitions

      1.1   "Administrator" means the Basic Plan's Thrift Plan Committee.

      1.2   "Affiliated Company" means the Company and:

            (a)   any other company which is included within a "controlled group
                  of corporations within which the Columbia Energy Group, is
                  also included, as determined under Section 1563 of the
                  Internal Revenue Code of 1986, as amended, without regard to
                  subsections (a)(4) and (e)(3)(c) of said Section 1563 except
                  that with respect to the contribution limitation set forth in
                  Section 4.4, such determination under Section 1563 will be
                  made assuming the phrase "at least 50%" is substituted for the
                  phrase "at least 80%" each place it appears in Section
                  1563(a)(1); and

            (b)   any other trades or business (whether or not incorporated)
                  which, based on principles similar to those defining a
                  "controlled group of corporations" for purposes of (a) above,
                  are under common control.

      1.3   "Annual Additions" for any Participant means the sum, in any Plan
            Year, of:


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            (a)   the Company's contributions to the Basic Plan on behalf of the
                  Participant; plus

            (b)   all Participant deposits to the Basic Plan, including
                  before-tax, after-tax and lump sum deposits; plus

            For purposes of this Plan, the determination of a Participant's
            Annual Addition shall be made without regard to the Dollar
            Limitation or the Compensation Limit as established by the Tax
            Reform Act of 1986.

      1.4   "Basic Plan" means the Employees' Thrift Plan of Columbia Energy
            Group.

      1.5   "Company" means Columbia Energy Group, a corporation organized and
            existing under the laws of the State of Delaware, or any successor
            to it in ownership of substantially all its assets.

      1.6   "Compensation Limit" means compensation earned by a Participant up
            to $200,000 during any calendar year, as indexed under Section 415
            of the Internal Revenue Code.

      1.7   "DCP" means Columbia Energy Group, Deferred Compensation Plan


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      1.8   "Dollar Limitation" means the annual dollar limitation on
            contributions to the Basic Plan, as set forth in Section 4.7 of that
            plan.

      1.9   "Effective Date" means January 1,1989.

      1.10  "Employee" means any individual who is employed by an Employer on a
            basis that involves payment of salary, wages or commissions.

      1.11  "Employer" means an Affiliated Company that is participating in this
            Plan.

      1.12  "Interest" means the average of the prime rates of interest charged
            as of the last business day of a month, determined under procedures
            established by the Administrator.

      1.13  "Participant" means any Employee who is participating in the Plan in
            accordance with its provisions.

      1.14  "Plan" means the Thrift Restoration Plan for the Columbia Energy
            Group, as set forth herein.


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      1.15  "Plan Year" means the 12-month period commencing each January 1 and
            ending the following December 31.

      1.16  "Supplemental Thrift Account" means the sum of credits accrued under
            Article III on behalf of a Participant, adjusted to reflect Interest
            credited to the account, and reduced by any withdrawals under
            Article IV.

                                   ARTICLE II

                                   Eligibility

      2.1   Eligibility. Any Employee who is participating in the Basic Plan and
            (i) whose Annual Addition in any Plan Year will exceed the Dollar
            Limitation for the Plan Year, (ii) whose compensation in a calendar
            year will exceed the Compensation Limit, or (iii) who, because of
            limitations set by the Internal Revenue Service, has deferrals in
            the DCP excluded for purposes of benefit allocations in the Basic
            Plan, will be eligible to become a Participant in the Plan as of
            January 1 of such Plan Year. If an Employee who was not expected to
            be eligible to become a Participant in a given Plan Year
            subsequently qualifies because his Annual Addition exceeds the
            Dollar Limitation for that Plan year, his compensation exceeds the
            Compensation Limit for that Plan Year, or because he becomes
            eligible for, or begins to participate in, the DCP, such Employee
            will be eligible to participate in the Plan as soon as practicable
            after this determination has been made or deferrals begin.


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      2.2   Notice of Eligibility to Participants. The Administrator will inform
            each Employee of his eligibility to participate in the Plan as soon
            as practicable but before the earliest date such Employee's
            participation could become effective.

      2.3   Method of Becoming a Participant. In order to become a Participant,
            each eligible Employee must sigh a written agreement with his
            Employer providing for the direction of Employer contributions or
            Participant deposits that would normally be made to the Basic Plan,
            to be credited to this Plan, to the extent necessary to satisfy the
            Dollar Limitation of the Basic Plan or to satisfy the Compensation
            Limit of the Basic Plan.

      2.4   Continuation of Participation. A Participant will remain a
            Participant so long as his Supplemental Thrift Account has not been
            fully distributed to him.

                                   ARTICLE III

                           Supplemental Thrift Account

      3.1   Supplemental Thrift Account. A Supplemental Thrift Account shall be
            established for each Participant. The amounts to be credited to a
            Participant's Supplemental Thrift Account shall be determined under
            procedures established by the Administrator and shall consist of:


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            (a)   Employer credits, as described in Section 3.2; plus

            (b)   Participant credits, as described in Section 3.3; plus

            (c)   Interest credits under Section 3.4.

            A Participant's Supplemental Thrift Account shall be reduced by any
            withdrawals made under Article IV.

      3.2   Employer Credits. The amount of Employer credits shall equal (a)
            minus (b) below:

            (a)   The total amount of Employer contributions that would
                  otherwise have been contributed to the Basic Plan without
                  regard to the Dollar Limitation, the Compensation Limit, or
                  deferrals to the DCP;

            (b)   The actual amount of Employer contributions contributed to the
                  Basic Plan.

      3.3   Participant Credits. The amount of Participant credits shall equal
            (a) minus (b) below:


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            (a)   The total amount of Participant deposits that would otherwise
                  have been contributed to the Basic Plan without regard to the
                  Dollar Limitation, the Compensation Limit, or deferrals to the
                  DCP;

            (b)   The actual amount of Participant deposits contributed to the
                  Basic Plan.

      3.4   Interest Credits.

            (a)   Credits to a Participant's Supplemental Thrift Account, if
                  applicable, will be considered made on the same day as such
                  amounts would otherwise have been credited under the Basic
                  Plan.

            (b)   All credits will accrue Interest starting with the first full
                  calendar month in which they are deemed to be a part of the
                  Plan and ending with the last full calendar month in which
                  credits are still deemed to be part of the Plan.

            (c)   Interest will be based on the balance of the value of the
                  Participant's Supplemental Thrift Account as of the first
                  working day of the month and credited as of the last working
                  day of the calendar month.


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            (d)   In the event there is a withdrawal by a Participant from the
                  Plan, the value of such Participant's Supplemental Thrift
                  Account, prior to the withdrawal, will be credited with
                  Interest to the end of the calendar month coincident with the
                  month the withdrawal is actually made. The amount at the
                  withdrawal will then be subtracted from the balance so
                  determined.

            (e)   Interest will be earned only on monies held under reserve by
                  the Employer. If the Administrator has invested any monies of
                  a Participant's Supplemental Thrift Account, interest shall
                  not be earned on these monies.

                                   ARTICLE IV

                                   Withdrawals

      4.1   Withdrawals. Subject to the limitations of Section 4.2, a
            Participant, by filing a written request with the Administrator, may
            elect to withdraw 33%, 67% or 100% of the total amount that has been
            credited to his Supplemental Thrift Account.

      4.2   Limitations on Withdrawals. Any withdrawal under this Article IV
            will be subject to the following provisions:

            (a)   Only one withdrawals will be permitted in any 12-month period.


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            (b)   Withdrawals under this Article IV will require suspension of
                  Employer credits and Participant credits (but not Interest
                  credits) under this Plan for a period of time varying with the
                  percentage of the value of the Participant's Supplemental
                  Thrift Account which is withdrawn, according to the following
                  schedule:

<TABLE>
<CAPTION>
                             Percentage               Suspension
                             ----------               ----------
<S>                                                   <C>
                                 33%                   2 months
                                 67%                   4 months
                                100%                   6 months
</TABLE>

            This suspension will not affect a Participant's participation in the
            Basic Plan nor the basis for determining the Employer contributions
            or Participant deposits under the Basic Plan.

            (c)   Withdrawals under this Article IV will be subject to a 10%
                  early distribution penalty.



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                                    ARTICLE V

                          Termination of Participation
                             and Payment of Benefits

      5.1   Termination of Participation. A Participant's participation in this
            Plan shall terminate at termination of employment for any reason,
            including disability, death or retirement.

      5.2   Benefits at Termination of Participation. Upon his termination of
            participation in the Plan, a Participant, his spouse, or his
            beneficiary or legal representative will be entitled to 100 percent
            of the value of the Participant's Supplemental Thrift Account
            credited with Interest, if applicable, through the calendar month
            preceding the date payment is made to the Participant (or to his
            spouse, legal representative or beneficiary in the case of his
            incapacity or death).

      5.3   Form of Payment. Distribution of a Participant's Supplemental Thrift
            Account will be made by such method of payment as may be determined
            by the Administrator in its sole discretion.

      5.4   Timing of Payment. Upon termination of participation for reasons
            other than retirement or disability, the payment of the value of the
            Participant's Supplemental Thrift Account will be made as soon as
            practicable after the event giving rise to the termination of
            participation. In the event of termination of participation due to


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            retirement or disability, the value of the Supplemental Thrift
            Account will be paid as of March 31 following the year in which the
            Participant attains age 70-1/2. However, the Participant may elect
            to receive a distribution at an earlier age with the approval of the
            Administrator.



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                                   ARTICLE VI

                                Other Provisions

      6.1   Administration. This Plan will be administered by the Administrator,
            in a manner consistent with the administration of the Basic Plan,
            except that this Plan will be administered as a plan which is not
            intended to meet the qualification requirements of Section 401(a) of
            the Internal Revenue Code. The Administrator's decisions in all
            matters involving the interpretation and application of this Plan
            will be final. The Administrator may employ whatever counsel or
            agents it deems necessary.

      6.2   Funding. The Administrator may invest Employer, Participant and
            Interest credits in any or a combination of investment media that
            the Administrator believes prudent. If as a result of the investment
            a current tax liability is incurred by a Participant, then such
            Participant may be given the right to elect how his credits will be
            diversified among the investment options offered. The investment
            return will fully inure to the Participant.

            If the Administrator authorizes an investment of credits in a
            medium, which does not result in a current tax liability or
            maintains the credits as a reserve, then Interest credits as
            described in Section 3.4 of this Plan will be the minimum rate of
            return earned by the Participant, Employer and Interest credits.


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            A Participant's right to benefits under this Plan, except for
            credits which have already been taxed to the Participant, will be no
            greater than the right of an unsecured general creditor of the
            Company. All payments to be made under the Plan will be paid from
            the general assets of the Company except where credits have already
            been taxed to the Participant and are invested. No special or
            separate fund will be established by the Company, and no segregation
            of assets will be made to assure payments.

      6.3   Employment Conditions. Nothing in the Plan shall be deemed or
            construed to impair or affect in any manner whatsoever the right of
            the Company or any Employer, in its sole discretion, to hire
            Employees or Participants and, with or without cause or notice, to
            discharge or terminate the services of Employees or Participants.

      6.4   Amendment and Discontinuation. The Company expects to continue this
            Plan indefinitely, but reserves the right to amend or discontinue it
            if, in its sole judgment, such action is deemed necessary or
            desirable. However, if the Company should amend or discontinue this
            Plan, the Company will be liable for payment of all amounts credited
            under this Plan as of 4 date of such action.

      6.5   Use of the Masculine Pronoun. The masculine pronoun used herein
            shall include the feminine, unless the context text shall clearly
            indicate otherwise.


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