exv10w22






Exhibit 10.22




PENSION RESTORATION PLAN




FOR NISOURCE INC. AND AFFILIATES



As Amended and Restated Effective January 1, 2010








 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I PURPOSE
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II DEFINITIONS
	 	 	2	 
	 
	2.1 AB Account
	 	 	2	 
	2.2 AB Benefit
	 	 	2	 
	2.3 Affiliated Company
	 	 	2	 
	2.4 Basic Plans
	 	 	2	 
	2.5 Code
	 	 	2	 
	2.6 Committee
	 	 	2	 
	2.7 Company
	 	 	2	 
	2.8 DCP
	 	 	2	 
	2.9 Disability
	 	 	2	 
	2.10 Effective Date
	 	 	2	 
	2.11 Employee
	 	 	2	 
	2.12 Employer
	 	 	3	 
	2.13 ERISA
	 	 	3	 
	2.14 Limits
	 	 	3	 
	2.15 Participant
	 	 	3	 
	2.16 Plan
	 	 	3	 
	 
	 	 	 	 
	ARTICLE III PARTICIPATION AND BENEFIT ACCRUAL
	 	 	3	 
	 
	3.1 Eligibility for Participation and Accrual of Benefit
	 	 	3	 
	3.2 Special Provisions for Participants with Basic Plan Benefits Accrued
Prior to 2004
	 	 	3	 
	3.3 Service Crediting
	 	 	4	 
	 
	 	 	 	 
	ARTICLE IV DETERMINATION OF BENEFIT AMOUNT
	 	 	4	 
	 
	4.1 Amount of Benefit — General Principle
	 	 	4	 
	4.2 Amount of Benefit For Participant Who Accrued a Benefit under a Basic
Plan Prior to Participating in the Plan on January 1, 2004
	 	 	5	 
	4.3 Form of Benefit Accrual
	 	 	6	 
	4.4 Conversion of Benefits
	 	 	6	 
	4.5 Opening Balance
	 	 	6	 
	4.6 Pay-Based Credits and Interest Credits
	 	 	7	 
	4.7 Protected Benefit
	 	 	7	 
	 
	 	 	 	 
	ARTICLE V TIME AND METHOD OF PAYMENT OF BENEFIT
	 	 	8	 
	 
	5.1 Method of Payment
	 	 	8	 
	5.2 Timing of Payment
	 	 	9	 






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	 	 	Page	 
	5.3 Changes to the Form of Payment
	 	 	9	 
	5.4 Specified Employees
	 	 	9	 
	5.5 Interest and Mortality Assumptions
	 	 	10	 
	 
	 	 	 	 
	ARTICLE VI ADMINISTRATION OF PLAN
	 	 	10	 
	 
	 	 	 	 
	ARTICLE VII COMPANY’S RIGHT TO AMEND OR TERMINATE PLAN
	 	 	10	 
	 
	 	 	 	 
	ARTICLE VIII MISCELLANEOUS PROVISIONS
	 	 	11	 
	 
	8.1 Unsecured General Creditor
	 	 	11	 
	8.2 Income Tax Payout
	 	 	11	 
	8.3 General Conditions
	 	 	11	 
	8.4 No Guaranty of Benefits
	 	 	11	 
	8.5 No Enlargement of Employee Rights
	 	 	11	 
	8.6 Spendthrift Provision
	 	 	12	 
	8.7 Applicable Law
	 	 	12	 
	8.8 Incapacity of Recipient
	 	 	12	 
	8.9 Unclaimed Benefit
	 	 	12	 
	8.10 Limitations on Liability
	 	 	12	 
	8.11 Claims Procedure
	 	 	13	 
	 
	 	 	 	 
	SCHEDULE A
	 	 	15	 











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PENSION RESTORATION PLAN

FOR NISOURCE INC. AND AFFILIATES




As Amended and Restated Effective January 1, 2010



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 allow participation by employees of
NiSource Inc. and Affiliated Companies from and after January 1, 2004. The Plan was further
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 was amended and restated again, effective
January 1, 2008, to revise certain election procedures. The Plan is now further amended and
restated, effective January 1, 2010, to clarify the calculation of benefits under the Plan and to
reflect Plan benefits parallel to the benefit structures under applicable Basic Plans, including
the AB Benefit.



     The purpose of the Plan is to provide for the payment of pension restoration benefits to
employees of the Employer, whose benefits under the Basic Plans are subject to the Limits, or
affected by deferrals into the DCP, so that the total pension benefits of such employees will be
determined on the same basis as is applicable to all other employees of the Employer. 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 not 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 as stated herein apply only to Participants who actively participate in the
Plan on or after the Effective Date. Any Participant who retired or otherwise terminated
employment with the Company and Affiliated Companies prior to the Effective Date shall have his or
her rights determined under the provision of the Plan, as it existed when his or her employment
relationship terminated.




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ARTICLE II




DEFINITIONS


Defined terms for the Plan follow in this Article II. Defined terms used herein in the Plan that
are not defined in this Article or elsewhere in the Plan but are defined in the Basic Plans shall
have the meanings assigned to them in the Basic Plans.




     2.1 AB Account. The hypothetical account created for a Participant under the Plan who has an AB Benefit
under a Basic Plan.



     2.2 AB Benefit. “AB Benefit” means a Participant’s AB I Benefit or AB II Benefit that is accrued for the
benefit of the Participant under a Basic Plan.



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



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



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



     2.6 Committee. “Committee” means the NiSource Benefits Committee.



     2.7 Company. “Company” means NiSource Inc.



     2.8 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.



     2.9 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.



     2.10 Effective Date. “Effective Date” means January 1, 2010, the date on which this amendment and restatement of
the Plan is effective. The Plan was originally effective March 1, 1997.



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



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     2.12 Employer. “Employer” means the Company or any Affiliated Company who maintains or adopts for its
Eligible Employees a Basic Plan.



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



     2.14 Limits. “Limits” means the limits imposed on the payment, accrual or calculation of tax-qualified
retirement plans by Code Sections 415 and 401(a)(17) and any other Code Sections.



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



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



ARTICLE III




PARTICIPATION AND BENEFIT ACCRUAL



     3.1 Eligibility for Participation and Accrual of Benefit. Except as provided in Section 3.2 below, each Employee of an Employer shall be eligible to
participate in the Plan as of the date he or she is eligible to participate in a Basic Plan. For
purposes of accruing a benefit under the Plan, each employee shall be eligible to accrue a benefit
under the Plan for any plan year in which his or her benefits under a Basic Plan are affected by
the Limits or by his or her deferrals under the DCP.



     The Committee (or its delegate) shall determine the eligibility of each Employee to
participate in the Plan based on information furnished by the Employer. Such determination shall
be within the discretion of the Committee (or its delegate) and shall be conclusive and binding
upon all persons as long as such determination is made pursuant to the Plan and applicable law.



     3.2 Special Provisions for Participants with Basic Plan Benefits Accrued Prior to
2004.




	 	(a)	 	Eligibility. As set forth in Article I, prior to January 1, 2004, only Employees of Columbia
Energy Group (or its predecessor) who had benefits under a Basic Plan affected by
the Limits, or by his or her deferrals under the DCP, participated in the Plan.
Pursuant to the extension of participation in the Plan as explained in Article I, on
or after January 1, 2004, each Employee meeting the participation requirements set
forth in Section 3.1 shall participate in the Plan as of January 1, 2004, and shall
be eligible to accrue a benefit under the Plan as of such date or, if




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	 	 	 	later, as of the date that an Employee’s benefits under a Basic Plan are affected by
the Limits or by his or her deferrals under the DCP.
	 
	 	(b)	 	Benefit Accrual. With respect to any Participant who was first eligible to participate in the Plan
on January 1, 2004 in accordance with this Section, but who had accrued benefits
under a Basic Plan prior to such date, such Participant shall have benefits under
the Plan calculated in accordance with the Plan’s general provisions, except that
the Plan shall only consider the Participant’s Credited Service, Point Service,
Compensation or Accrued Benefit under the Basic Plan earned on or after the date
participation in the Plan begins (i.e., January 1, 2004), as further described in
Section 4.2, Section 4.4(b), Section 4.5(b) Section 4.6(b) and Section 4.7(b).





     3.3 Service Crediting. 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 under the Plan. For any
Participant described in Section 3.2, the Plan shall only consider such Participant’s Credited
Service (or, if applicable, Point Service) as of the date of participation in the Plan for purposes
of calculating the benefit under the Plan; however, the Plan shall continue to consider such
Participant’s Credited Service (or, if applicable, Point Service) under the Basic Plan for purposes
of determining early retirement eligibility or the application of the Pay-Based Credit scale for
the Participant as described in Section 4.6.



ARTICLE IV




DETERMINATION OF BENEFIT AMOUNT



     4.1 Amount of Benefit — General Principle. The benefit payable under the Plan to a Participant (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 without regard to (i) the
Limits or (ii) 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 after applying the Limits and considering deferrals into
the DCP, if any.





     To the extent that the AB Benefit provisions of the Basic Plan apply to a Participant, such
Participant shall have an AB Account created and shall have his or her benefit under the Plan
calculated in accordance with the provisions of this Article IV. Specifically, such Participant



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shall be subject to the conversion, Opening Balance, Pay-Based and Interest Credits and
Protected Benefit provisions provided under this Article.




     4.2 Amount of Benefit For Participant Who Accrued a Benefit under a Basic Plan Prior to
Participating in the Plan on January 1, 2004. Notwithstanding the foregoing, the calculation of the benefit payable under Section 4.1
above shall be limited for any Participant described in Section 3.2. For such Participants, the
benefit payable under the Plan shall be determined as follows:




	 	(a)	 	FAP Participant. For a Participant whose Accrued Benefit under a Basic
Plan is a FAP Benefit, the benefit payable under the Plan to the Participant, 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,
considering only the Participant’s Credited Service and Compensation from and
after the date the Participant first becomes eligible to participate in the
Plan, determined without regard to (i) the Limits or (ii) 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, determined after
applying the Limits and considering deferrals into the DCP, if any.






	 	(b)	 	AB Participant. For a Participant whose Accrued Benefit under a Basic
Plan is an AB Benefit, the benefit payable under the Plan to the Participant, 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:






	 	(1)	 	The benefit that would have been payable under a Basic Plan to
a Participant or his or her Beneficiary, determined as if the Participant’s
Opening Balance under the Basic Plan was $0 as of the date the Participant
first becomes eligible to participate in the Plan, and considering only the
Participant’s Pay-Based Credits, Interest Credits and Compensation from and
after such date, and determined without regard to (i) the Limits or (ii) the
Participant’s deferrals into the DCP, if any.
	 
	 	(2)	 	The benefit actually payable under a Basic Plan to the
Participant, or to his or her Beneficiary, determined as if the Participant’s
Opening Balance under the Basic Plan was $0 as of the date the Participant
first becomes




5









 






	 	 	 	eligible to participate in the Plan, and considering only the Participant’s
Pay-Based Credits, Interest Credits and Compensation from and after such
date, and determined after applying the Limits and considering deferrals
into the DCP, if any.





     4.3 Form of Benefit Accrual. The form of benefit accrual for a Participant in the Plan shall be the form of benefit accrual
applicable for such Participant under the relevant Basic Plan.



     4.4 Conversion of Benefits. 




	 	(a)	 	In General. Upon the conversion of any Participant’s Accrued Benefit
in a Basic Plan from a FAP Benefit to an AB II Benefit or from an AB I Benefit to an AB
II Benefit, any benefit under the Plan shall, except as provided below, also be
converted upon such date according to the conversion procedures set forth in the
relevant Basic Plan, including determination of an Opening Balance.
	 
	 	(b)	 	Exception to the General Provision. Notwithstanding the foregoing,
with respect to any Participant in the Plan who is described in Section 3.2, such
Participant’s benefit under the Plan shall be converted according to the conversion
procedures in the relevant Basic Plan, provided that any consideration of Credited
Service and Compensation in the calculation of the Participant’s Opening Balance shall
be limited to Credited Service and Compensation earned from and after the date the
Participant first becomes eligible to participate in the Plan.





     4.5 Opening Balance. For purposes of determining the Opening Balance for Participants in the Plan, the following
provisions shall apply:




	 	(a)	 	In General. The Opening Balance shall be calculated using the same
methodology and factors as provided in the relevant Basic Plan. The Opening Balance
under the Plan shall be determined as the excess of the Opening Balance determined in
(1) below over the Opening Balance determined in (2) below:






	 	(1)	 	The Participant’s Opening Balance under the Basic Plan
determined without regard to (i) the Limits or (ii) the Participant’s deferrals
into the DCP, if any.
	 
	 	(2)	 	The Participant’s Opening Balance under the Basic Plan
determined after applying the Limits and considering deferrals into the DCP, if
any.






	 	(b)	 	Exception to the General Provision. For the purpose of determining the
Opening Balance for any Participant in the Plan who is described in Section 3.2, the
Opening Balance under the Plan shall be determined in accordance with Section
4.5(a) above, but considering a calculation of the Opening Balance under the Basic
Plan using only the Participant’s Credited Service (or, if applicable, Point




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	 	 	 	Service) and Compensation from and after the date the Participant first becomes
eligible to participate in the Plan.





     4.6 Pay-Based Credits and Interest Credits. For purposes of determining Pay-Based Credits and Interest Credits under the Plan, the
following provisions shall apply:




	 	(a)	 	Pay-Based Credits Generally. Pay-Based Credits under the Plan shall be
calculated using the same methodology and factors as provided in the relevant Basic
Plan. Pay-Based Credits under the Plan shall be determined as the excess of the
Pay-Based Credits determined in (1) below over the Pay-Based Credits determined in (2)
below:






	 	(1)	 	The Participant’s Pay-Based Credits under the Basic Plan
determined without regard to (i) the Limits or (ii) the Participant’s deferrals
into the DCP, if any.
	 
	 	(2)	 	The Participant’s Pay-Based Credits under the Basic Plan
determined after applying the Limits and considering deferrals into the DCP, if
any.






	 	(b)	 	Exception to the General Pay-Based Credits Provision. For the purpose
of determining the Pay-Based Credits for any Participant in the Plan who is described
in Section 3.2, the Pay-Based Credits under the Plan shall be determined in accordance
with Section 4.6(a) above, but considering a calculation of Pay-Based Credits under the
Basic Plan using only Compensation from and after the date the Participant first
becomes eligible to participate in the Plan.
	 
	 	(c)	 	Interest Credits. Interest Credits under the Plan shall be calculated
using the same methodology and factors as provided in the relevant Basic Plan.





     4.7 Protected Benefit. Effective for any Participant terminating employment with the Employer on or after January
1, 2011, the benefit payable under the Plan may never be less than the benefit set forth in this
section. For purposes of determining the Protected Benefit under the Plan, the following
provisions shall apply:




	 	(a)	 	Protected Benefit Generally. The Protected Benefit under the Plan
shall be calculated using the same methodology and factors as provided in the relevant
Basic Plan. The Protected Benefit under the Plan shall be determined as the excess of
the benefit determined in (1) below over the benefit determined in (2) below:






	 	(1)	 	The Protected Benefit under the Basic Plan for the Participant,
or for his or her Beneficiary, determined without regard to (i) the Limits or
(ii) the Participant’s deferrals into the DCP, if any.




7









 






	 	(2)	 	The Protected Benefit under the Basic Plan for the Participant,
or for his or her Beneficiary, determined after applying the Limits and
considering deferrals into the DCP, if any.






	 	 	 	In accordance with the methodology provided in the applicable Basic Plan, a
Participant with an AB Benefit shall be entitled to benefit under the Plan equal to
the greater of (1) the AB Account under the Plan or (2) the sum of the AB Account
under the Plan (determined without regard to the Opening Balance calculation) plus
the portion of the FAP Benefit that is calculated in accordance with the Plan as of
the date of conversion to the AB Benefit as set forth in Section 4.4.
	 
	 	(b)	 	Exception to the General Protected Benefit Provision. For the purpose
of determining the Protected Benefit for any Participant in the Plan who is described
in Section 3.2, the Protected Benefit under the Plan shall be determined in accordance
with Section 4.7(a) above, but considering calculation of the Protected Benefit under
the Basic Plan using only Credited Service and Compensation from and after the date the
Participant first becomes eligible to participate in the Plan.





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 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




8









 






	 	 	 	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.



     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



9









 




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. In its discretion, the Committee may delegate to
any division or department of the Company the discretionary authority to make decisions regarding
Plan administration, within limits and guidelines from time to time established by the Committee.
The delegated discretionary authority shall be exercised by such division or department’s senior
officer, or his/her delegate. Within the scope of the delegated discretionary authority, such
officer or person shall act in the place of the Committee and his/her decisions shall be treated as
decisions of 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






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the time described in Article V of the Plan. No additional benefits shall be earned after
termination of the Plan.




ARTICLE VIII




MISCELLANEOUS PROVISIONS



     8.1 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.



     8.2 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.



     8.3 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.



     8.4 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.



     8.5 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.



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     8.6 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.




     8.7 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.



     8.8 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.



     8.9 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.



     8.10 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.



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     8.11 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.



[Signature block follows on next page]







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     IN WITNESS WHEREOF, NiSource Inc. has caused this amended and restated the Pension Restoration
Plan for NiSource Inc. and Affiliates to be executed in its name, by its duly authorized officer,
effective as of January 1, 2010.



	 	 	 	 	 
	 	NISOURCE INC.

 	 
	Date: 12/16/2010 	By:  	/s/ Robert Campbell
 	 



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SCHEDULE A



NiSource Salaried Pension Plan



NiSource Subsidiary Pension Plan



Columbia Energy Group Pension Plan



Bay State Gas Company Pension Plan





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