exv10w5






Exhibit 10.5




PENSION RESTORATION PLAN




FOR NISOURCE INC. AND AFFILIATES




As Amended and Restated Effective January 1, 2008




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I PURPOSE
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	2.1 Affiliated Company
	 	 	1	 
	2.2 Basic Plans
	 	 	2	 
	2.3 Code
	 	 	2	 
	2.4 Committee
	 	 	2	 
	2.5 Company
	 	 	2	 
	2.6 DCP
	 	 	2	 
	2.7 Disability
	 	 	2	 
	2.8 Employee
	 	 	2	 
	2.9 Employer
	 	 	2	 
	2.10 ERISA
	 	 	2	 
	2.11 Limits
	 	 	2	 
	2.12 Participant
	 	 	2	 
	2.13 Plan
	 	 	2	 
	 
	 	 	 	 
	ARTICLE III PARTICIPATION IN THE PLAN
	 	 	3	 
	 
	 	 	 	 
	ARTICLE IV AMOUNT OF BENEFIT
	 	 	3	 
	 
	 	 	 	 
	4.1 Participants Before January 1, 2004
	 	 	3	 
	4.2 Participants On or After January 1, 2004
	 	 	3	 
	 
	 	 	 	 
	ARTICLE V TIME AND METHOD OF PAYMENT OF BENEFIT
	 	 	4	 
	 
	 	 	 	 
	5.1 Method of Payment
	 	 	4	 
	5.2 Timing of Payment
	 	 	5	 
	5.3 Changes to the Form of Payment
	 	 	5	 
	5.4 Specified Employees
	 	 	5	 
	5.5 Interest and Mortality Assumptions
	 	 	6	 
	 
	 	 	 	 
	ARTICLE VI ADMINISTRATION OF PLAN
	 	 	6	 
	 
	 	 	 	 
	ARTICLE VII COMPANY’S RIGHT TO AMEND OR TERMINATE PLAN
	 	 	6	 
	 
	 	 	 	 
	ARTICLE VIII MISCELLANEOUS PROVISIONS
	 	 	7	 
	 
	 	 	 	 
	8.1 Definitions
	 	 	7	 
	8.2 Unsecured General Creditor
	 	 	7	 
	8.3 Income Tax Payout
	 	 	7	 
	8.4 General Conditions
	 	 	7	 
	8.5 No Guaranty of Benefits
	 	 	7	 
	8.6 No Enlargement of Employee Rights
	 	 	7	 






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	 	 	Page	 
	8.7 Spendthrift Provision
	 	 	8	 
	8.8 Applicable Law
	 	 	8	 
	8.9 Incapacity of Recipient
	 	 	8	 
	8.10 Unclaimed Benefit
	 	 	8	 
	8.11 Limitations on Liability
	 	 	8	 
	8.12 Claims Procedure
	 	 	9	 
	 
	 	 	 	 
	Schedule 1
	 	 	1	 







ii









 








PENSION RESTORATION PLAN

FOR NISOURCE INC. AND AFFILIATES




As Amended and Restated Effective January 1, 2008




ARTICLE I




PURPOSE




     The Columbia Gas System, Inc. adopted The Pension Restoration Plan for The Columbia Gas
System, Inc., as amended and restated effective March 1, 1997. The Plan was amended and restated,
effective January 1, 2002, by Columbia Energy Group, successor to Columbia Gas System, Inc., and
renamed the Pension Restoration Plan for the Columbia Energy Group. Effective January 1, 2004,
NiSource Inc., the parent company of Columbia Energy Group, assumed sponsorship of the Pension
Restoration Plan for Columbia Energy Group, renamed the Plan the Pension Restoration Plan for
NiSource Inc. and Affiliates, and broadened the Plan to include all employees of NiSource Inc. and
Affiliated Companies. The Plan was amended and restated, effective January 1, 2005, to comply with
Internal Revenue Code Section 409A with respect to benefits earned under the Plan.



     The Plan is now further amended and restated, effective January 1, 2008, to revise certain
election procedures.



     The purpose of the Plan is to provide for the payment of pension restoration benefits to
employees of NiSource Inc. and Affiliated Companies, whose benefits under the Basic Plans are
subject to the Limits, or affected by deferrals into the DCP, so that the total pension plan
benefits of such employees will be determined on the same basis as is applicable to all other
employees of the Company. The Plan is adopted solely (1) for the purpose of providing benefits to
Participants in the Plan and their Beneficiaries in excess of the Limits imposed on qualified plans
by Code Sections 415 and 401(a)(17), and any other Code Sections, by restoring benefits to such
Plan Participants and Beneficiaries that are no longer available under the Basic Plans as a result
of the Limits, and (2) for the purpose of restoring benefits to Plan Participants and Beneficiaries
that are no longer available under the Basic Plans as a result of the Participant’s deferrals into
the DCP. The provisions of the Plan apply only to Participants who actively participate in the
Plan on or after January 1, 2005. Any Participant who retired or otherwise terminated employment
with the Company and Affiliated Companies prior to January 1, 2005 shall have his or her rights
determined under the provision of the Plan, as it existed when his or her employment relationship
terminated.


ARTICLE II




DEFINITIONS




     2.1 Affiliated Company. “Affiliated Company” means an affiliate of NiSource Inc.



 









 






     2.2 Basic Plans. “Basic Plan(s)” means the tax qualified retirement plan(s)
maintained by the Company and Affiliated Companies listed on Schedule A, attached hereto.



     2.3 Code. “Code” means the Internal Revenue Code of 1986, as amended.



     2.4 Committee. “Committee” means the NiSource Inc. and Affiliates Retirement Plan
Administrative and Investment Committee.



     2.5 Company. “Company” means NiSource Inc.



     2.6 DCP. “DCP” means the Columbia Energy Group Deferred Compensation Plan, on or
prior to December 31, 2003, and, thereafter, the NiSource Inc. Executive Deferred Compensation
Plan.



     2.7 Disability. “Disability” means a condition that (a) causes a Participant to be
unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, (b) causes a Participant, by reason of any
medically determinable physical or mental impairment that can be expected to result in death or can
be expected to last for a continuous period of not less than 12 months, to receive income
replacement benefits for a period of not less than three months under an accident and health plan
covering Employees of the Company or an Affiliated Company or (c) causes a Participant to be
eligible to receive Social Security disability payments.



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



     2.9 Employer. “Employer” means the Company or an Affiliated Company whose Employees
participate in the Plan.



     2.10 ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended.



     2.11 Limits. “Limits” means the limits imposed on tax qualified retirement plans by
Code Sections 415 and 401(a)(17) and any other Code Sections.



     2.12 Participant. “Participant” means any Employee who is participating in the Plan
in accordance with its provisions.



     2.13 Plan. “Plan” means the Pension Restoration Plan for NiSource Inc. and Affiliates
(formerly known as the Pension Restoration Plan for the Columbia Energy Group, and before that as
the Pension Restoration Plan for The Columbia Gas System, Inc.), as set forth herein.



2









 





ARTICLE III




PARTICIPATION IN THE PLAN




     Each Employee of an Employer shall be a Participant in the Plan if his or her benefits under a
Basic Plan are affected by the Limits or by his or her deferrals under the DCP.



ARTICLE IV




AMOUNT OF BENEFIT




     4.1 Participants Before January 1, 2004. The benefit payable under the Plan to a
Participant who was participating in the Plan prior to January 1, 2004, or to his or her
Beneficiary under a Basic Plan, shall be equal to the excess (if any) of the benefit determined
under subsection (a) below over the benefit determined under subsection (b) below:




	 	(a)	 	The benefit that would have been payable under a Basic Plan to a Participant,
or to his or her Beneficiary determined under a Basic Plan, which benefit shall be
determined (i) without regard to the Limits and (ii) without regard to the
Participant’s deferrals into the DCP, if any.
	 
	 	(b)	 	The benefit actually payable to the Participant, or to his or her Beneficiary
determined under a Basic Plan, which benefit shall be determined after applying the
Limits and considering deferrals into the DCP, if any.





     4.2 Participants On or After January 1, 2004.




	 	(a)	 	The benefit payable under the Plan to a Participant who first becomes a
Participant on or after January 1, 2004, and whose Accrued Benefit under a Basic Plan
is a Final Average Pay Option Benefit, or to his or her Beneficiary under the Basic
Plan, shall be equal to the excess (if any) of the benefit determined under
paragraph (1) below over the benefit determined under paragraph (2) below:






	 	(1)	 	The benefit that would have been payable under a Basic Plan to
a Participant, or to his or her Beneficiary determined under a Basic Plan,
calculated based upon the Participant’s Credited Service and Compensation from
and after the date the Participant first becomes eligible to participate in the
Plan, which benefit shall be determined (i) without regard to the Limits and
(ii) without regard to the Participant’s deferrals into the DCP, if any.
	 
	 	(2)	 	The benefit actually payable to the Participant, or to his or
her Beneficiary determined under a Basic Plan, calculated based upon the
Participant’s Credited Service and Compensation from and after the date the
Participant first becomes eligible to participate in the Plan, which benefit
shall be 




3









 






	 	 	 	
determined after applying the Limits and considering deferrals into the DCP,
if any.






	 	 	 	A Participant’s service used under the Basic Plan for purposes of determining
eligibility for any retirement benefit shall also be used for similar purposes
hereunder.
	 
	 	(b)	 	The benefit payable under the Plan to a Participant who first becomes a
Participant on or after January 1, 2004, and whose Accrued Benefit under a Basic Plan
is an Account Balance Option Benefit, or to his or her Beneficiary under a Basic Plan,
shall be equal to the excess (if any) of the benefit determined under paragraph (1)
below over the benefit determined under paragraph (2) below, determined as if the
Participant’s Opening Account Balance is $0 as of January 1, 2004:






	 	(1)	 	The benefit that would have been payable under a Basic Plan to
a Participant or his or her Beneficiary, which benefit shall be determined
(i) without regard to the Limits and (ii) without regard to the Participant’s
deferrals into the DCP, if any.
	 
	 	(2)	 	The benefit actually payable to the Participant, or to his or
her Beneficiary determined under a Basic Plan, which benefit shall be
determined after applying the Limits and considering deferrals into the DCP, if
any.





ARTICLE V




TIME AND METHOD OF PAYMENT OF BENEFIT




     5.1 Method of Payment.




	 	(a)	 	The benefit earned under the Plan shall be payable to a Participant in a form
available under the Basic Plan, as elected by the Participant by notice delivered to
the Committee on or before December 31, 2005. Notwithstanding the preceding sentence,
in the case of an Employee who becomes a Participant on or after January 1, 2005, the
aforementioned election with respect to a benefit shall be made no later than January
31 of the calendar year after the calendar year in which the Participant first becomes
eligible to participate in the Plan, and such election shall be effective with respect
to Compensation related to services to be performed subsequent to the election;
provided, however, that a Participant shall not be considered first eligible if, on the
date he or she becomes a Participant, he or she participates in any other nonqualified
plan of the same category that is subject to Code Section 409A, maintained by the
Company or an Affiliated Company.
	 
	 	(b)	 	If payment in the form of an annuity is elected, the annuity type shall be
elected by the Participant at the time he or she makes the election described in the
first or second sentence of subsection (a) above from among those annuities available
at




4









 






	 	 	 	that time under the Basic Plan. If a benefit hereunder is paid in an annuity form
other than a straight life annuity, the amount of the benefit under the Plan shall
be reduced by the Basic Plan’s factors in effect at the time of such election for
payment in a form other than a straight life annuity. If payment in the form of a
lump sum is elected, the lump sum amount payable will be calculated in the same
manner and according to the same interest rates and mortality tables as under the
Basic Plan at the time of such election.




     (c)  If the Participant fails to elect a form of payment as required under
subsections (a) and (b) above, the Participant’s benefit shall be payable in a lump
sum.


     5.2 Timing of Payment. A benefit payable in accordance with Section 5.1 will commence
within 45 days after: (i) if the Participant qualifies for Early Retirement under a Basic Plan,
when the Participant separates from service, or (ii) if the Participant does not qualify for Early
Retirement under a Basic Plan, the later of when the Participant separates from service or attains
(or would have attained) age 65, or, if later, within such timeframe permitted under Code Section
409A, and guidance and regulations thereunder.



     5.3 Changes to the Form of Payment. A Participant cannot change the form of payment
of a benefit elected under Section 5.1 or this Section 5.3 unless (i) such election does not take
effect until at least 12 months after the date on which the election is made, (ii) in the case of
an election related to a payment not due to the Participant’s Disability or death, the first
payment with respect to which such new election is effective is deferred for a period of not less
than five years from the date such payment would otherwise have been made, and (iii) any election
related to a payment based upon a specific time or pursuant to a fixed schedule may not be made
less than 12 months prior to the date of the first scheduled payment; provided, however, that an
election to change from one type of annuity payment to a different, actuarially equivalent, type of
annuity payment shall not be considered a change to the form of payment for purposes of applying
the restrictions in clauses (i), (ii) and (iii).



     Notwithstanding the preceding paragraphs of this Section 5.3, a Participant may change an
election with respect to the form of payment of a benefit, without regard to the restrictions
imposed under the preceding paragraph, on or before December 31, 2006; provided that such election
(i) applies only to amounts that would not otherwise be payable in calendar year 2006, and
(ii) shall not cause an amount to be paid in calendar year 2006 that would not otherwise be payable
in such year.



     5.4 Specified Employees. Notwithstanding any other provision of the Plan, in no event
can a payment of a benefit to a Participant who is a Specified Employee of the Company or an
Affiliated Company, at a time during which the Company’s capital stock or capital stock of an
Affiliated Company is publicly traded on an established securities market, in the calendar year of
his or her separation from service, be made before the date that is six months after the date of
the Participant’s separation from service with the Company and all Affiliated Companies, unless
such separation is due to his or her death or Disability.



5









 





     A Participant shall be deemed to be a Specified Employee for purposes of this Section 5.4 if
he or she is in a job category C2 or above with respect to the Company or Affiliated Company that
employs him or her; provided if at any time the total number of Employees in job category C2 and
above is less than 50, a Specified Employee shall include any person who meets the definition of
Key Employee set forth in Code Section 416(i) without reference to paragraph (5). A Participant
shall be deemed to be a Specified Employee with respect to a calendar year if he or she is a
Specified Employee on September 30th of the preceding calendar year. If a Specified Employee will
receive payments hereunder in the form of installments or an annuity, the first payment made as of
the date six months after the date of the Participant’s separation from service with the Company
and all Affiliated Companies shall be a lump sum, paid as soon as practicable after the end of such
six-month period, that includes all payments that would otherwise have been made during such
six-month period. From and after the end of such six month period, any such installment or annuity
payments shall be made pursuant to the terms of the applicable installment or annuity form of
payment.



     5.5 Interest and Mortality Assumptions. Determinations under the Plan shall be based
on the interest and mortality assumptions used in the applicable Basic Plan on the date of such
determination.



ARTICLE VI




ADMINISTRATION OF PLAN




     The Plan shall be administered by the Committee.



ARTICLE VII




COMPANY’S RIGHT TO AMEND OR TERMINATE PLAN




     While the Company intends to maintain the Plan in conjunction with the Basic Plans, the
Company, or the Officer Nomination and Compensation Committee of the Board of Directors of the
Company, reserves the right to amend the Plan at any time and from time to time, or to terminate it
at any time for any reason; provided, however, that no amendment or termination of the Plan shall
impair or alter such right to a benefit that would have arisen under the Plan as it read before the
effective date of such amendment or termination to or with respect to any employee who has become a
Participant in the Plan before the effective date of such amendment or termination or with respect
to his or her Beneficiary. Upon termination of the Plan, distribution of Plan benefits shall be
made to Participants and Beneficiaries in the manner and at the time described in Article V of the
Plan. No additional benefits shall be earned after termination of the Plan.



6









 





ARTICLE VIII




MISCELLANEOUS PROVISIONS




     8.1 Definitions. The terms used in the Plan that are defined in the Basic Plans shall
have the meanings assigned to them in the Basic Plans, unless otherwise defined in the Plan.



     8.2 Unsecured General Creditor. Participants and Beneficiaries shall be unsecured
general creditors, with no secured or preferential right to any assets of the Company, any other
Employer, or any other party for payment of benefits under the Plan. Obligations of the Company
and each other Employer under the Plan shall be an unfunded and unsecured promise to pay money in
the future.



     8.3 Income Tax Payout. In the event that the Internal Revenue Service prevails in its
claim that that any amount of a Participant’s benefit payable pursuant to the Plan and held in the
general assets of the Company or any other Employer constitutes taxable income under Code
Section 409A, and guidance and regulations thereunder, to a Participant or his or her Beneficiary
for any taxable year prior to the taxable year in which such amount is distributed to him or her,
or in the event that legal counsel satisfactory to the Company and the applicable Participant or
his or her Beneficiary renders an opinion that the Internal Revenue Service would likely prevail in
such a claim, the amount of such benefit held in the general assets of the Company or any other
Employer, to the extent constituting such taxable income, shall be immediately distributed to the
Participant or his or her Beneficiary. For purposes of this Section, the Internal Revenue Service
shall be deemed to have prevailed in a claim if such claim is upheld by a court of final
jurisdiction, or if the Participant or Beneficiary, based upon an opinion of legal counsel
satisfactory to the Company and the Participant or his or her Beneficiary, fails to appeal a
decision of the Internal Revenue Service, or a court of applicable jurisdiction, with respect to
such claim, to an appropriate Internal Revenue Service appeals authority or to a court of higher
jurisdiction within the appropriate time period.



     8.4 General Conditions. Except as otherwise expressly provided herein, all terms and
conditions of a Basic Plan applicable to a Basic Plan benefit shall also be applicable to a benefit
payable hereunder. Any Basic Plan benefit shall be paid solely in accordance with the terms and
conditions of the applicable Basic Plan and nothing in the Plan shall operate or be construed in
any way to modify, amend or affect the terms and provisions of the Basic Plan.



     8.5 No Guaranty of Benefits. Nothing contained in the Plan shall constitute a
guaranty by the Company or any other Employer or any other entity or person that the assets of the
Company or any other Employer will be sufficient to pay any benefit hereunder.



     8.6 No Enlargement of Employee Rights. No Participant or Beneficiary shall have any
right to a benefit under the Plan except in accordance with the terms of the Plan. Establishment
of the Plan shall not be construed to give any Participant or Beneficiary the right to be retained
in the service of the Company or any Affiliated Company.



7









 





     8.7 Spendthrift Provision. No interest of any person or entity in, or right to
receive a benefit under, the Plan shall be subject in any manner to sale, transfer, assignment,
pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such
interest or right to receive a benefit be taken, either voluntarily or involuntarily, for the
satisfaction of the debts of, or other obligations or claims against, such person or entity,
including claims for alimony, support, separate maintenance, and claims in bankruptcy proceedings.



     Notwithstanding the preceding paragraph, the benefit of any Participant shall be subject to
and payable in the amount determined in accordance with any qualified domestic relations order, as
that term is defined in ERISA Section 206(d)(3). The Committee shall provide for payment of such
benefit to an alternate payee (as defined in ERISA Section 206(d)(3)) as soon as administratively
possible following receipt of such order. Any federal, state or local income tax associated with
such payment shall be the responsibility of the alternate payee. The benefit that is subject to
any qualified domestic relations order shall be reduced by the amount of any payment made pursuant
to such order.



     8.8 Applicable Law. The Plan shall be construed and administered under the laws of
the State of Indiana, except to the extent preempted by applicable federal law.



     8.9 Incapacity of Recipient. If any person entitled to a benefit payment under the
Plan is deemed by the Committee to be incapable of personally receiving and giving a valid receipt
for such payment, then, unless and until claim therefore shall have been made by a duly appointed
guardian or other legal representative of such person, the Committee may provide for such payment
or any part thereof to be made to any other person or institution then contributing toward or
providing for the care and maintenance of such person. Any such payment shall be a payment for the
account of such person and a complete discharge of any liability of the Company, any other
Employer, the Committee and the Plan therefore.



     8.10 Unclaimed Benefit. Each Participant shall keep the Committee informed of his or
her current address and the current address of his or her Beneficiaries. The Committee shall not
be obligated to search for the whereabouts of any person. If the location of a Participant is not
made known to the Committee within three years after the date on which payment of the Participant’s
benefit may first be made, payment may be made as though the Participant had died at the end of the
three-year period. If, within one additional year after such three-year period has elapsed, or,
within three years after the actual death of a Participant, the Committee is unable to locate any
Beneficiary of the Participant, then the Committee shall have no further obligation to pay any
benefit hereunder to such Participant, Beneficiary, or any other person and such benefit shall be
irrevocably forfeited.



     8.11 Limitations on Liability. Notwithstanding any of the preceding provisions of the
Plan, none of the Company, any other Employer, or any individual acting as an employee, or agent at
the direction of the Company or any other Employer, or any member of the Committee, shall be liable
to any Participant, former Participant, Beneficiary, or any other person for any claim, loss,
liability or expense incurred in connection with the Plan.



8









 





     8.12 Claims Procedure. Claims for benefits under the Plan shall be made in writing to
the Committee. If the Committee wholly or partially denies a claim for benefits, the Committee
shall, within a reasonable period of time, but no later than 90 days after receiving the claim,
notify the claimant in writing of the denial of the claim. If the Committee fails to notify the
claimant in writing of the denial of the claim within 90 days after the Committee receives it, the
claim shall be deemed denied. A notice of denial shall be written in a manner calculated to be
understood by the claimant, and shall contain:




	 	(a)	 	the specific reason or reasons for denial of the claim;
	 
	 	(b)	 	a specific reference to the pertinent Plan provisions upon which the denial is
based;
	 
	 	(c)	 	a description of any additional material or information necessary for the
claimant to perfect the claim, together with an explanation of why such material or
information is necessary; and
	 
	 	(d)	 	an explanation of the Plan’s review procedure.




Within 60 days of the receipt by the claimant of the written notice of denial of the claim, or
within 60 days after the claim is deemed denied as set forth above, if applicable, the claimant may
file a written request with the Committee that it conduct a full and fair review of the denial of
the claimant’s claim for benefits, including the conducting of a hearing, if the Committee deems
one necessary. In connection with the claimant’s appeal of the denial of his or her benefit, the
claimant may review pertinent documents and may submit issues and comments in writing. The
Committee shall render a decision on the claim appeal promptly, but not later than 60 days after
receiving the claimant’s request for review, unless, in the discretion of the Committee, special
circumstances (such as the need to hold a hearing) require an extension of time for processing, in
which case the 60-day period may be extended to 120 days. The Committee shall notify the claimant
in writing of any such extension. The decision upon review shall (i) include specific reasons for
the decision, (ii) be written in a manner calculated to be understood by the claimant, and
(iii) contain specific references to the pertinent Plan provisions upon which the decision is
based.




     IN WITNESS WHEREOF, NiSource Inc. has caused this amended and restated Plan to be executed in
its name, by its duly authorized officer, on this 28 day of October, 2008, effective as of
January 1, 2008.



	 	 	 	 	 	 	 
	 	 	 	 	NISOURCE INC.
	 
	 	 	 	 	 	 
	Date:

	 	10/28/2008
	 	By:
	 	/s/ Robert Campbell
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	ATTEST:
	 
	 	 	 	 	 	 
	Date:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 





9









 






SCHEDULE A



NiSource Inc. and Northern Indiana Public Service Company Pension Plan Provisions Pertaining to
Salaried and Non-Exempt Employees




NiSource Subsidiary Pension Plan




Retirement Plan of Columbia Energy Group Companies




Bay State Gas Company Pension Plan





1