exv10w3



 







Exhibit 10.3




NISOURCE INC.

EXECUTIVE DEFERRED COMPENSATION PLAN




Effective January 1, 2005




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	 	 	 	 	 	 	 
	ARTICLE I	 	PURPOSE; EFFECTIVE DATE
	 	 	1	 
	 	 	 	 	 	 	 	 	 
	 	 	1.1	 	Purpose
	 	 	1	 
	 	 	1.2	 	Effective Date
	 	 	1	 
	 	 	 	 	 	 	 	 	 
	ARTICLE II	 	DEFINITIONS
	 	 	2	 
	 	 	 	 	 	 	 	 	 
	 	 	2.1	 	Account
	 	 	2	 
	 	 	2.2	 	Beneficiary
	 	 	2	 
	 	 	2.3	 	Bonus
	 	 	2	 
	 	 	2.4	 	Code
	 	 	2	 
	 	 	2.5	 	Committee
	 	 	2	 
	 	 	2.6	 	Company
	 	 	2	 
	 	 	2.7	 	Compensation
	 	 	3	 
	 	 	2.8	 	Deferral Commitment
	 	 	3	 
	 	 	2.9	 	Deferral Period
	 	 	3	 
	 	 	2.10	 	Determination Date
	 	 	3	 
	 	 	2.11	 	Discretionary Contribution
	 	 	3	 
	 	 	2.12	 	Election Form
	 	 	3	 
	 	 	2.13	 	Employer
	 	 	3	 
	 	 	2.14	 	Participant
	 	 	3	 
	 	 	2.15	 	Plan
	 	 	3	 
	 	 	2.16	 	Post-2004 Account
	 	 	4	 
	 	 	2.17	 	Pre-2005 Account
	 	 	4	 
	 	 	2.18	 	Retirement Committee
	 	 	4	 
	 	 	2.19	 	Severe Financial Hardship
	 	 	4	 
	 	 	2.20	 	Unforeseeable Emergency
	 	 	4	 
	 	 	2.21	 	Gender and Number
	 	 	5	 
	 	 	 	 	 	 	 	 	 
	ARTICLE III	 	MERGER OF NISOURCE PLAN AND OTHER PLANS
	 	 	5	 
	 	 	 	 	 	 	 	 	 
	 	 	3.1	 	Bay State Plan
	 	 	5	 
	 	 	3.2	 	Columbia Plan
	 	 	5	 
	 	 	 	 	 	 	 	 	 
	ARTICLE IV	 	PARTICIPATION AND DEFERRAL COMMITMENTS
	 	 	5	 
	 	 	 	 	 	 	 	 	 
	 	 	4.1	 	Eligibility and Participation
	 	 	5	 
	 	 	4.2	 	Form and Amount of Deferral
	 	 	7	 
	 	 	4.3	 	Deferral Options
	 	 	7	 
	 	 	4.4	 	Modification of Deferral Commitment
	 	 	8	 
	 	 	4.5	 	Change in Employment Status
	 	 	8	 
	 	 	 	 	 	 	 	 	 
	ARTICLE V	 	DEFERRED COMPENSATION ACCOUNT
	 	 	8	 
	 	 	 	 	 	 	 	 	 
	 	 	5.1	 	Account
	 	 	8	 
	 	 	5.2	 	Timing of Credits; Withholding
	 	 	8	 
	 	 	5.3	 	Discretionary Contributions
	 	 	9	 
	 	 	5.4	 	Determination of Account
	 	 	9	 
	 	 	5.5	 	Vesting of Account
	 	 	9	 
	 	 	5.6	 	Statement of Account
	 	 	10	 






 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	 	 	 	 	 	 	 
	ARTICLE VI	 	INVESTMENTS
	 	 	10	 
	 	 	 	 	 	 	 	 	 
	 	 	6.1	 	Investment Options
	 	 	10	 
	 	 	6.2	 	Special Investment Option for Former Participants in the Bay State Plan
and Participants in the Plan
	 	 	10	 
	 	 	6.3	 	Special Investment Option for Former Participants in the Columbia Plan
	 	 	11	 
	 	 	 	 	 	 	 	 	 
	ARTICLE VII	 	PLAN BENEFITS
	 	 	12	 
	 	 	 	 	 	 	 	 	 
	 	 	7.1	 	Distributions Prior to Separation From Service
	 	 	12	 
	 	 	7.2	 	Distributions Following Separation from Service
	 	 	13	 
	 	 	7.3	 	Form of Benefit Payment
	 	 	14	 
	 	 	7.4	 	Valuation and Settlement
	 	 	14	 
	 	 	7.5	 	Modification of Distribution
	 	 	16	 
	 	 	7.6	 	Distribution Provisions Applicable to a Transferred Bay State Account
	 	 	17	 
	 	 	7.7	 	Withholding for Taxes
	 	 	18	 
	 	 	7.8	 	Payment to Guardian
	 	 	19	 
	 	 	 	 	 	 	 	 	 
	ARTICLE VIII	 	BENEFICIARY DESIGNATION
	 	 	19	 
	 	 	 	 	 	 	 	 	 
	 	 	8.1	 	Beneficiary Designation
	 	 	19	 
	 	 	8.2	 	Changing Beneficiary
	 	 	19	 
	 	 	8.3	 	Community Property
	 	 	20	 
	 	 	8.4	 	No Beneficiary Designation
	 	 	21	 
	 	 	 	 	 	 	 	 	 
	ARTICLE IX	 	ADMINISTRATION
	 	 	21	 
	 	 	 	 	 	 	 	 	 
	 	 	9.1	 	Committee; Duties
	 	 	21	 
	 	 	9.2	 	Agents
	 	 	22	 
	 	 	9.3	 	Binding Effect of Decisions
	 	 	22	 
	 	 	9.4	 	Indemnity of Retirement Committee
	 	 	22	 
	 	 	 	 	 	 	 	 	 
	ARTICLE X	 	CLAIMS PROCEDURE
	 	 	22	 
	 	 	 	 	 	 	 	 	 
	 	 	10.1	 	Claim
	 	 	22	 
	 	 	10.2	 	Review of Claim
	 	 	22	 
	 	 	10.3	 	Notice of Denial of Claim
	 	 	23	 
	 	 	10.4	 	Reconsideration of Denied Claim
	 	 	23	 
	 	 	10.5	 	Employer to Supply Information
	 	 	24	 
	 	 	 	 	 	 	 	 	 
	ARTICLE XI	 	AMENDMENT AND TERMINATION OF PLAN
	 	 	25	 
	 	 	 	 	 	 	 	 	 
	 	 	11.1	 	Amendment
	 	 	25	 
	 	 	11.2	 	Employer’s Right to Terminate
	 	 	25	 
	 	 	 	 	 	 	 	 	 
	ARTICLE XII	 	MISCELLANEOUS
	 	 	26	 
	 	 	 	 	 	 	 	 	 
	 	 	12.1	 	Unfunded Plan
	 	 	26	 
	 	 	12.2	 	Company and Employer Obligations
	 	 	26	 
	 	 	12.3	 	Unsecured General Creditor
	 	 	26	 
	 	 	12.4	 	Trust Fund
	 	 	27	 






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TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	 	 	 	 	 	 	 
	 	 	12.5	 	Nonassignability
	 	 	27	 
	 	 	12.6	 	Not a Contract of Employment
	 	 	28	 
	 	 	12.7	 	Protective Provisions
	 	 	28	 
	 	 	12.8	 	Governing Law
	 	 	28	 
	 	 	12.9	 	Validity
	 	 	28	 
	 	 	12.10	 	Notice
	 	 	28	 
	 	 	12.11	 	Successors
	 	 	29	 
	 	 	12.12	 	Tax Savings Clause
	 	 	29	 
	 	 	 	 	 	 	 	 	 
	EXHIBIT A	 	 	A-1	 






iii









 






NISOURCE INC.




EXECUTIVE DEFERRED COMPENSATION PLAN




ARTICLE I




PURPOSE; EFFECTIVE DATE




     1.1 Purpose. The purpose of this Executive Deferred Compensation Plan is to provide
current tax planning opportunities as well as supplemental funds for retirement or death for
selected employees of an Employer. It is intended that the Plan will aid in attracting and
retaining employees of exceptional ability by providing them with these benefits. Effective
November 1, 2000, the Bay State Gas Company Key Employee Deferred Compensation Plan (the “Bay State
Plan”) was merged into the NIPSCO Industries, Inc. Executive Deferred Compensation Plan (the
“NIPSCO Plan”), and the NIPSCO Plan was renamed the NiSource Inc. Executive Deferred Compensation
Plan (the “Plan”). Effective January 1, 2004, the Columbia Energy Group Deferred Compensation Plan
(the “Columbia Plan”) was merged into the Plan. Effective January 1, 2005, the Plan is hereby
amended and restated to comply with Code Section 409A, and guidance and regulations thereunder.
Deferred Compensation, Discretionary Contributions, and earnings thereon, earned and vested prior
to January 1, 2005 shall be administered without giving effect to Code Section 409A, and guidance
and regulations thereunder.



     1.2 Effective Date. The Plan is effective as of January 1, 2005.



 









 





ARTICLE II




DEFINITIONS




     For the purposes of the Plan, the following terms shall have the meanings indicated, unless
the context clearly indicates otherwise:



     2.1 Account. “Account” means the device used by an Employer to measure and determine
the amount to be paid to a Participant under the Plan. Each Account shall be divided into a
Pre-2005 Account containing contributions to the Plan earned and vested prior to January 1, 2005, a
Post-2004 Account containing contributions to the Plan earned and/or vested on or after January 1,
2005, and, if applicable, a Transferred Bay State Account containing any amount transferred from
the Bay State Plan or a Transferred Columbia Account containing any amount transferred from the
Columbia Plan.



     2.2 Beneficiary. “Beneficiary” means the person, persons or entity entitled under
Article VIII to receive any Plan benefits payable after a Participant’s death.



     2.3 Bonus. “Bonus” means an incentive award paid to a Participant during the calendar
year, before reduction for amounts deferred under the Plan or any other salary reduction program.



     2.4 Code. “Code” means the Internal Revenue Code of 1986, as amended from time to
time.



     2.5 Committee. “Committee” means the Officer Nomination and Compensation Committee of
the Board of Directors of the Company.



     2.6 Company. “Company” means NiSource Inc., a Delaware corporation.



2









 





     2.7 Compensation. “Compensation” means base salary and incentive awards paid to a
Participant during the calendar year, before reduction for amounts deferred under the Plan or any
other salary reduction program. Compensation earned on or after January 1, 2005 shall not include
a Bonus. Compensation does not include expense reimbursements, any form of noncash compensation,
or benefits. Compensation does not include lump severance payments or lump sum vacation payouts.



     2.8 Deferral Commitment. “Deferral Commitment” means a commitment made by a
Participant to defer a Bonus and/or Compensation pursuant to Article IV.



     2.9 Deferral Period. “Deferral Period” means each calendar year.



     2.10 Determination Date. “Determination Date” means each business day.



     2.11 Discretionary Contribution. “Discretionary Contribution” means the Employer
contribution credited to a Participant’s Account under Section 5.3.



     2.12 Election Form. “Election Form” means the agreement submitted by a Participant to
the Retirement Committee prior to the beginning of a Deferral Period, with respect to a Deferral
Commitment made for such Deferral Period.



     2.13 Employer. “Employer” means the Company and any subsidiary or affiliate of the
Company designated by the Committee to participate in the Plan.



     2.14 Participant. “Participant” means any eligible individual who has elected to
defer a Bonus and/or Compensation under the Plan.



     2.15 Plan. “Plan” means the NiSource Inc. Executive Deferred Compensation Plan, as
set forth herein and as amended from time to time.



3









 





     2.16 Post-2004 Account. “Post-2004 Account” means the excess of (1) the balance of
the Participant’s Account determined as of a Participant’s date of separation from service with all
Employers after December 31, 2004 over (2) his Pre-2005 Account, to which the Participant would be
entitled under the Plan if he voluntarily separated from service without cause as of such date and
received a full payment of benefits from the Plan on the earliest possible date allowed under the
Plan following his separation from service.



     2.17 Pre-2005 Account. "Pre-2005 Account” means the balance of a Participant’s
Account determined as of December 31, 2004, adjusted to reflect earnings credited to such balance
from and after such date.



     2.18 Retirement Committee. “Retirement Committee” means a committee consisting of the
Senior Vice President of Human Resources and the Vice President, Total Rewards of the Company.



     2.19 Severe Financial Hardship. “Severe Financial Hardship” means a financial
hardship to the Participant resulting from a sudden and unexpected illness or accident of the
Participant or of a dependent of the Participant, or loss of the Participant’s property due to
casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant.



     2.20 Unforeseeable Emergency. “Unforeseeable Emergency” means a severe financial
hardship to the Participant resulting from an illness or accident of the Participant, the
Participant’s spouse, or a dependent (as defined in Code Section 152(a)) of the Participant, loss
of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Participant.



4









 





     2.21 Gender and Number. Except when otherwise required by the context, any masculine
terminology in this document shall include the feminine, and any singular terminology shall include
the plural.



ARTICLE III




MERGER OF NISOURCE PLAN AND OTHER PLANS




     3.1 Bay State Plan. As of November 1, 2000, the Bay State Plan was merged into the
Plan. The balance of the account of each Bay State Plan participant, determined as of November 1,
2000, was transferred to the Plan and became the initial balance in such Participant’s Transferred
Bay State Account in the Plan. A Participant’s Transferred Bay State Account shall be held,
administered, invested, and distributed pursuant to the terms of the Plan.



     3.2 Columbia Plan. As of January 1, 2004, the Columbia Plan was merged into the Plan.
The balance of the account of each Columbia Plan participant, determined as of December 31, 2003,
was transferred to the Plan and became the initial balance in such Participant’s Transferred
Columbia Account in the Plan. A Participant’s Transferred Columbia Account shall be held,
administered, invested, and distributed pursuant to the terms of the Plan.



ARTICLE IV




PARTICIPATION AND DEFERRAL COMMITMENTS




     4.1 Eligibility and Participation.





     (a) Eligibility. Any employee who was eligible to participate in the Bay State
Plan or the NIPSCO Plan as of October 31, 2000 remained eligible to participate in the Plan
as of November 1, 2000. Any employee eligible to participate in the Columbia Plan or the
Plan as of December 31, 2003 remained eligible to participate in the Plan as of January 1,
2004. Any employee eligible to participate in the Plan as of December 31,



5









 






2004 shall be eligible to participate in the Plan as of the Effective Date. From and
after the Effective Date, eligibility to participate in the Plan for a Deferral Period shall
be limited to (1) an employee in job scope level D2 or above, and (2) any other key employee
of an Employer who is designated from time to time by the Committee.




     (b) Participation. An eligible individual may elect to become a Participant in
the Plan with respect to a Bonus and Compensation for services performed in any Deferral
Period by submitting an Election Form to the Retirement Committee during the annual
enrollment period, established by the Retirement Committee, last preceding the beginning of
such Deferral Period.




            Notwithstanding the preceding paragraph, an election to defer a performance-based
Bonus, as defined in Code Section 409A, and guidance and regulations thereunder, may be made
no later than six months before the end of the 12 month performance period during which the
services related to the Bonus are performed.




     (c) Part-Year Participation. When an individual first becomes eligible to
become a Participant during a Deferral Period, an Election Form may be submitted to the
Retirement Committee within 30 days after the Retirement Committee notifies the individual
of eligibility to participate; provided that such Participant shall not be considered first
eligible if, on the date he becomes a Participant, he participates in any other nonqualified
account balance plan that is subject to Code Section 409A, maintained by the Company or any
affiliate. Such Election Form shall be effective beginning with a Bonus and Compensation
earned after such election and as soon as practicable following submission of such Election
Form to the Retirement Committee.



6









 





     4.2 Form and Amount of Deferral. A Participant may elect Deferral Commitments in the
Election Form as follows:




     (a) Compensation Deferral Commitment. A Compensation Deferral Commitment for a
Deferral Period shall be related to the Compensation earned by a Participant and payable by
an Employer to a Participant during that Deferral Period. The amount to be deferred shall
be stated as a whole percentage of Compensation from 5% to 80%.




     (b) Bonus Deferral Commitment. Except as set forth in Section 4.1(b) with
respect to a performance-based Bonus, a Bonus Deferral Commitment for a Deferral Period
shall be related to the Bonus earned by a Participant during the Deferral Period preceding
the Deferral Period for which such Bonus Deferral Commitment is made. A Bonus Deferral
Commitment with respect to a performance-based Bonus for a Deferral Period shall be related
to the Bonus earned by a Participant during that Deferral Period, provided that such
Deferral Commitment is made no later than six months prior to the end of that Deferral
Period. The amount to be deferred shall be stated as a whole percentage of the Bonus from
5% to 100%.



     No Deferral Commitment shall be made subsequent to the date of a Participant’s separation from
service with all Employers.



     4.3 Deferral Options. A Participant shall make an election in his Election Form as to
the time and form of payment of the Deferral Commitment for each Deferral Period. A Participant
shall not be required to designate the same time and form of payment for each Deferral Period.
Each Deferral Commitment with respect to a calendar year shall specify the date on which the
applicable deferred amount and earnings thereon shall be distributed. Such



7









 







date shall be the first to occur of (1) the date of the Participant’s separation from service
with all Employers; and (2) a date selected by the Participant, provided that a selected date must
be at least one year after the date the deferred amount would have been paid to the Participant in
cash in the absence of the election to make the deferral.



     4.4 Modification of Deferral Commitment. Except as provided in Sections 7.1(a) and
7.5 below, Deferral Commitments shall be irrevocable.



     4.5 Change in Employment Status. If the Committee determines that a Participant’s
performance is no longer at a level that deserves reward through participation in the Plan, but
does not terminate the Participant’s employment with an Employer, the Participant’s existing
Deferral Commitment shall terminate at the end of the current Deferral Period, and no new Deferral
Commitment may be made by such Participant for any Deferral Period beginning after notice of such
determination is given by the Committee.



ARTICLE V




DEFERRED COMPENSATION ACCOUNT




     5.1 Account. The Compensation deferred by a Participant under the Plan, any
Discretionary Contributions and earnings thereon shall be credited to the Participant’s Account.
Separate subaccounts may be maintained to reflect different forms of distribution, investment
options, levels of vesting, and forms of payment. The Account shall be a bookkeeping device
utilized for the sole purpose of determining the benefits payable under the Plan and shall not
constitute a separate fund of assets.



     5.2 Timing of Credits; Withholding. A Participant’s deferred Bonus and Compensation
shall be credited to the Participant’s Account at the time it would have been payable to the
Participant. Any withholding of taxes or other amounts with respect to deferred



8









 







Compensation that is required by federal, state or local law shall be withheld from the
Participant’s nondeferred Bonus and Compensation to the maximum extent possible and any remaining
amount shall reduce the amount credited to the Participant’s Account.



     5.3 Discretionary Contributions. An Employer may make Discretionary Contributions to
a Participant’s Account. Discretionary Contributions shall be credited at such times and in such
amounts as the Committee in its sole discretion shall determine.



     5.4 Determination of Account. Each Participant’s Account as of each Determination
Date shall consist of the balance of the Account as of the immediately preceding Determination
Date, adjusted as follows:




     (a) New Deferrals. The Account shall be increased by any deferred Bonus and
Compensation credited since such preceding Determination Date.




     (b) Discretionary Contributions. The Account shall be increased by any
Discretionary Contributions credited since such preceding Determination Date.




     (c) Distributions. The Account shall be reduced by any benefits distributed
from the Account to the Participant since such preceding Determination Date.




     (d) Valuation of Account. The Account shall be increased or decreased by the
aggregate earnings, gains and losses on such Account since such preceding Determination
Date.



     5.5 Vesting of Account. Each Participant shall be vested in the amounts credited to
such Participant’s Account and earnings thereon as follows:



9









 






     (a) Amounts Deferred. A Participant shall be 100% vested at all times in the
amount of Bonus and Compensation elected to be deferred under the Plan, and earnings
thereon.




     (b) Discretionary Contributions. A Participant’s Discretionary Contributions,
and earnings thereon, shall become vested as determined by the Committee.




     (c) Transferred Account. A Participant shall be 100% vested at all times in
the balance of his Transferred Bay State Account or Transferred Columbia Account, if any.



     5.6 Statement of Account. The Retirement Committee shall give to each Participant a
statement showing the balance in the Participant’s Account on a quarterly basis and at such other
times as may be determined by the Retirement Committee.



ARTICLE VI




INVESTMENTS




     6.1 Investment Options. Amounts credited hereunder to the Account of a Participant
shall be invested as such Participant elects among the investment choices set forth on Exhibit A or
available pursuant to Sections 6.2 and 6.3. No election of a Deferral Commitment by a Participant
shall be effective until such time as the Participant submits his initial investment election to
the Company. Such investment election shall continue to apply to subsequent Deferral Commitments
made by the Participant until changed by the Participant.



     6.2 Special Investment Option for Former Participants in the Bay State Plan and
Participants in the Plan. Former participants in the Bay State Plan who became Participants in
the Plan, or Participants in the Plan on November 1, 2000, shall have an additional special



10









 







investment option applicable solely to their Transferred Bay State Account balances, or their
Account balances in the Plan, valued as of November 1, 2000, and any subsequent amounts contributed
to such Participant’s Account. Such Participants may invest their Transferred Bay State Account
balances, or their Account balances in the Plan as of November 1, 2000, and any subsequent amounts
contributed to such Participant’s Account, in a subaccount which shall be credited with earnings
equal to one percentage point higher than the effective annual yield of the average of the Moody’s
Average Corporate Bond Yield Index for the previous calendar month as published by Moody’s Investor
Services, Inc. (or any successor publisher thereto), or, if such index is no longer published, a
substantially similar index selected by the Committee. A Participant’s Transferred Bay State
Account balance, or his Account balance in the Plan on November 1, 2000, shall be invested pursuant
to this special investment option from and after November 1, 2000 and until such time as another
investment choice is designated by him pursuant to Section 6.1 with respect to all or a portion of
his Transferred Bay State Account, or his Account balance in the Plan on November 1, 2000.
Subsequent amounts contributed to any such Participant’s Account may be invested pursuant to this
option as designated by the Participant pursuant to Section 6.1. However, any portion of a
Transferred Bay State Account, or an Account balance in the Plan, subsequently transferred from the
investment option described in this Section 6.2 to another investment option may not be reinvested
under this Section 6.2.



     6.3 Special Investment Option for Former Participants in the Columbia Plan. Former
participants in the Columbia Plan who become Participants in the Plan on January 1, 2004 shall have
an additional special investment option applicable solely to their Transferred Columbia Account
balances, valued as of January 1, 2004. Such Participants may invest all or any portion of their
Transferred Columbia Account balances in a subaccount that shall be



11









 







credited each day with earnings equal to the prime rate of interest in effect as of such
business day, as listed in The Wall Street Journal. All or the designated portion of a
Participant’s Transferred Columbia Account balance shall be invested pursuant to this special
investment option from and after January 1, 2004 and until such time as another investment choice
is designated by him pursuant to Section 6.1 with respect to all or a portion of his Transferred
Columbia Account. Any portion of a Transferred Columbia Account subsequently transferred from the
investment option described in this Section 6.3 to another investment option may not be reinvested
under the investment option described in this Section 6.3. Amounts contributed to any such
Participant’s Account on or after January 1, 2004 shall not be eligible for the investment option
described in this Section 6.3.



ARTICLE VII




PLAN BENEFITS




     7.1 Distributions Prior to Separation From Service. A Participant’s Account may be
distributed to the Participant prior to separation from service as follows:




     (a) Hardship Distributions.




     (i) Upon a finding that a Participant has suffered a Severe Financial Hardship,
the Retirement Committee may, in its sole discretion, make distributions from the
Participant’s Pre-2005 Account (including his Transferred Bay State Account or
Transferred Columbia Account, if applicable). The amount of such a distribution
shall be limited to the amount reasonably necessary to meet the Participant’s needs
resulting from the Severe Financial Hardship. Any distribution pursuant to this
Section 7.1(a)(i) shall be payable in a lump sum. The distribution shall be paid within 30 days after the determination of a Severe
Financial Hardship.



12









 






     (ii) Upon a finding that a Participant has suffered an Unforeseeable Emergency,
the Retirement Committee may, in its sole discretion, make distributions from the
Participant’s Post-2004 Account and/or allow a Participant to suspend his Deferred
Commitment entirely. The amount of such distribution shall be limited to the amount
necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay
taxes reasonably anticipated as a result of the distribution, after taking into
account the extent to which such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of the
Participant’s assets (to the extent the liquidation of such assets would not itself
cause severe financial hardship). Any distribution pursuant to this Section
7.1(a)(ii) shall be payable in a lump sum. The distribution shall be paid within 30
days after the determination of an Unforeseeable Emergency.




     (b) Deferral to Designated Year. The Employer shall pay the Participant an
amount of a Deferral Commitment and earnings thereon not paid pursuant to Section 7.1(a) in
the year designated by the Participant in such Deferral Commitment. Such amount shall be
payable in the manner provided in Sections 7.3 and 7.6 and at the time provided in Section
7.4.



     7.2 Distributions Following Separation from Service. Upon a Participant’s separation
from service with an Employer for any reason, the Employer shall pay the Participant, or, in the
case of death, the Participant’s Beneficiary, an amount equal to the balance in the
Participant’s Account. Such amount shall be payable in the manner provided in Sections 7.3
and 7.6 and at the time provided in Section 7.4.



13









 





     7.3 Form of Benefit Payment.





     (a) Subject to Section 8.3(c), the amount of a Deferral Commitment and earnings thereon
not paid pursuant to Section 7.1(a) shall be paid (1) in the year designated by the
Participant in such Deferral Commitment, or (2) following separation from service, as
applicable, to the Participant (or to his Beneficiary in the case of his death) in the form
selected by the Participant in his Election Form at the time of the Deferral Commitment.
Options include:




     (i) A lump sum payment.




     (ii) Equal annual installments over a period of not more than 15 years.




     (b) In the event a Participant’s Pre-2005 Account balance at the time distribution
begins, or following a distribution pursuant to subsection (a)(ii) above, is $15,000 or
less, that balance shall be paid to the Participant or his Beneficiary in a lump sum on the
next annual installment distribution date notwithstanding any form of benefit payment
elected by the Participant.



     7.4 Valuation and Settlement.




     (a) Lump Sum in Designated Year. The amount of a lump sum payment in a
designated year pursuant to Section 7.1(b) shall be based on the value of the Participant’s
Account, or a Deferral Commitment and earnings thereon, as of the March 15th of such
designated year. The distribution date shall be March 31st of such year, or, if later,
within such timeframe permitted under Code Section 409A, and guidance and regulations
thereunder.



14









 






     (b) Lump Sum Following Separation From Service. The amount of a lump sum
payment following separation from service pursuant to Section 7.2 shall be based on the
value of the Participant’s Account, or a Deferral Commitment and earnings thereon, on the
date of separation. The distribution date shall be within 45 days after the Participant’s
date of separation from service, or, if later, within such timeframe permitted under Code
Section 409A, and guidance and regulations thereunder; provided, however, that in no event
will distribution of a Participant’s Post-2004 Account begin earlier than six months
following separation from service, unless due to such Participant’s death, if the
Participant was a Specified Employee of any Employer, at a time during which the Company’s
capital stock or capital stock of an Employer is publicly traded on an established
securities market, in the calendar year of his separation from service.




            A Participant shall be deemed to be a Specified Employee for purposes of this paragraph
(b) if he is in job category C2 or above with respect to any Employer that employs him;
provided that 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 a
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
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, 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



15









 






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 payments
shall be made pursuant to the terms of the applicable installment form of payment.




     (c) Installments. The amount of an installment payment, pursuant to Section
7.1(b) or 7.2, shall be based on the value of the Participant’s Account, or a Deferral
Commitment and earnings thereon, as of the March 15th preceding distribution of each such
installment. The distribution date shall be each subsequent March 31st, or, if later,
within such timeframe permitted under Code Section 409A, and guidance and regulations
thereunder.



     7.5 Modification of Distribution.




     (a) Pre-2005 Account. Notwithstanding any other provision of the Plan, a
Participant may modify his election as to the form or time of distribution of his entire
Pre-2005 Account, and earnings thereon, by a writing filed with the Retirement Committee at
any time prior to the commencement of payment. A Participant’s modification of his election
as to the form or time of commencement of payment shall be ineffective, unless (1) the
modification election is filed with the Retirement Committee more than 12 months prior to
the time of commencement of payment, or (2) a Participant elects by written instrument
delivered to the Company prior to the time of commencement of payment to have his Pre-2005
Account reduced by 10%. This reduction shall be forfeited and used by the Plan to reduce
expenses of administration. This reduction is intended to discourage a Participant from
modifying his election as to the form or time of commencement of payment within the period
set forth in clause (1) above and prevent him from being deemed in constructive receipt of his Pre-2005 Account
prior to its actual payment to him.



16









 






     (b) Post-2004 Account.




     (i) A Participant may modify his election as to the form or time of
distribution of his entire Post-2004 Account, and earnings thereon, or of any
Post-2004 Deferral Commitment under the Plan and earnings thereon, if (1) such
election does not take effect until at least 12 months after the date on which the
election is made, (2) the first payment with respect to which such election is made
is deferred for a period of not less than five years from the date on which such
payment would otherwise have been made, and (3) any election related to a payment to
be made at a specified date is made at least 12 months prior to the date of the
first scheduled payment.




     (ii) Notwithstanding any other provision of this Section 7.5, a Participant may
change an election with respect to the time and form of payment of a Post-2004
Benefit, without regard to the restrictions imposed under paragraph (i) next above,
on or before December 31, 2006; provided that such election (1) applies only to
amounts that would not otherwise be payable in calendar year 2006, and (2) shall not
cause an amount to be paid in calendar year 2006 that would not otherwise be payable
in such year



     7.6 Distribution Provisions Applicable to a Transferred Bay State Account.
Notwithstanding any other provision in the Plan, the following provisions shall apply to the form
and time of payment of the balance of a Transferred Bay State Account:



17









 






     (a) The portion of a Transferred Bay State Account not paid pursuant to paragraph (a)
of Section 7.1 shall be paid to a Participant following his separation from service, or to
his Beneficiary in the case of death, in the form selected by the Participant, by written
instrument delivered to the Retirement Committee before November 1, 2000. If no form is
selected by the Participant, payment shall be made in a lump sum. The provisions of
Sections 7.3 and 7.5 shall apply with respect to the election of the form of payment of a
Transferred Bay State Account and the modification of such election.




     (b) Any former employee of Bay State Gas Company who (1) was a participant in the Bay
State Plan immediately prior to November 1, 2000, (2) terminated employment with Bay State
Gas Company prior to November 1, 2000 for any reason other than Retirement, death or
Disability (as such terms were defined in the Bay State Plan immediately prior to November
1, 2000), and (3) as of November 1, 2000, had not commenced payment of his Account shall not
commence payment of his Transferred Bay State Account until the earlier of the Participant’s
attainment of age 65, Disability or death. Notwithstanding the preceding sentence, the
Retirement Committee may, in its sole discretion, vary the manner and time of making the
payment of a Participant’s Transferred Bay State Account to such former Bay State employee,
and may make such distributions over a longer or shorter period of time or in a lump sum.



     7.7 Withholding for Taxes. To the extent required by the law in effect at the time
payments are made, an Employer shall withhold from the payments made hereunder any taxes required
to be withheld by the federal or any state or local government, including any amounts which the
Employer determines is reasonably necessary to pay any generation-skipping transfer



18









 







tax which is or may become due. A Beneficiary, however, may elect not to have withholding of
federal income tax pursuant to Code Section 3405(a)(2).



     7.8 Payment to Guardian. The Retirement Committee may direct payment to the duly
appointed guardian, conservator or other similar legal representative of a Participant or
Beneficiary to whom payment is due. In the absence of such a legal representative, the Retirement
Committee may, in its sole and absolute discretion, make payment to a person having the care and
custody of a minor, incompetent or person incapable of handling the disposition of property upon
proof satisfactory to the Retirement Committee of incompetency, minority or incapacity. Such
distribution shall completely discharge the Company from all liability with respect to such
benefit.



ARTICLE VIII




BENEFICIARY DESIGNATION




     8.1 Beneficiary Designation. Subject to Section 8.3, each Participant shall have the
right, at any time, to designate one or more persons or an entity as Beneficiary (both primary as
well as secondary) to whom benefits under the Plan shall be paid in the event of the Participant’s
death prior to complete distribution of the Participant’s Account. Each Beneficiary designation
shall be in a written form prescribed by the Retirement Committee and shall be effective only when
filed with the Retirement Committee during the Participant’s lifetime.



     8.2 Changing Beneficiary. Subject to Section 8.3, any Beneficiary designation may be
changed by a Participant without the consent of the previously named Beneficiary by the filing of a
new designation with the Retirement Committee. The filing of a new designation shall cancel all
designations previously filed.



19









 





     8.3 Community Property. If the Participant resides in a community property state, the
following rules shall apply:




     (a) Designation by a married Participant of a Beneficiary other than the Participant’s
spouse shall not be effective unless the spouse executes a written consent that acknowledges
the effect of the designation, or it is established that the consent cannot be obtained
because the spouse cannot be located.




     (b) A married Participant’s Beneficiary designation may be changed by a Participant
with the consent of the Participant’s spouse as provided for in Section 8.3(a) by the filing
of a new designation with the Retirement Committee.




     (c) If the Participant’s marital status changes after the Participant has designated a
Beneficiary, the following shall apply:




     (i) If the Participant is married at the time of death but was unmarried when
the designation was made, the designation shall be void unless the spouse has
consented to it in the manner prescribed in Section 8.3(a).




     (ii) If the Participant is unmarried at the time of death but was married when
the designation was made:




     (A) The designation shall be void if the spouse was named as
Beneficiary, unless the designation is reaffirmed when the Participant is
unmarried.




     (B) The designation shall remain valid if a nonspouse Beneficiary was
named.



20









 






     (iii) If the Participant was married when the designation was made and is
married to a different spouse at death, the designation shall be void unless the new
spouse has consented to it in the manner prescribed above.



     8.4 No Beneficiary Designation. If any Participant fails to designate a Beneficiary
in the manner provided above, if the designation is void or if the Beneficiary designated by a
deceased Participant dies before the Participant or before complete distribution of the
Participant’s benefits, the Participant’s Beneficiary shall be the person in the first of the
following classes in which there is a survivor:




     (a) The Participant’s spouse;




     (b) The Participant’s children in equal shares, except that if any of the children
predeceases the Participant but leaves issue surviving, then such issue shall take, by right
of representation, the share the parent would have taken if living;




     (c) The Participant’s estate.



ARTICLE IX




ADMINISTRATION




     9.1 Committee; Duties. The Plan shall be administered by the Retirement Committee.
The Retirement Committee shall have the authority to make, amend, interpret, and enforce all
appropriate rules and regulations for the administration of the Plan and decide or resolve any and
all questions, including interpretations of the Plan, as may arise in such administration. Members
of the Retirement Committee may be Participants under the Plan.



21









 





     9.2 Agents. The Retirement Committee may, from time to time, employ agents and
delegate to them such administrative duties as it sees fit, and may from time to time consult with
counsel who may be counsel to the Company.



     9.3 Binding Effect of Decisions. The decision or action of the Retirement Committee
with respect to any question arising out of or in connection with the administration,
interpretation and application of the Plan and the rules and regulations promulgated hereunder
shall be final, conclusive and binding upon all persons having any interest in the Plan.



     9.4 Indemnity of Retirement Committee. The Company shall indemnify and hold harmless
the members of the Retirement Committee against any and all claims, loss, damage, expense, or
liability arising from any action or failure to act with respect to the Plan on account of such
person’s service on the Retirement Committee, except in the case of gross negligence or willful
misconduct.



ARTICLE X




CLAIMS PROCEDURE




     10.1 Claim. The Retirement Committee shall establish rules and procedures to be
followed by Participants and Beneficiaries in filing claims for benefits, and for furnishing and
verifying proof necessary to establish the right to benefits in accordance with the Plan,
consistent with the remainder of this Article. Such rules and procedures shall require that claims
and proofs be made in writing and directed to the Retirement Committee.



     10.2 Review of Claim. The Retirement Committee shall review all claims for benefits.
Upon receipt by the Retirement Committee of such a claim, it shall determine all facts that are
necessary to establish the right of the claimant to benefits under the provisions of the Plan and
the amount thereof as herein provided within 90 days of receipt of such claim. If prior



22









 







to the expiration of the initial 90 day period, the Retirement Committee determines additional
time is needed to come to a determination on the claim, the Retirement Committee shall provide
written notice to the Participant, Beneficiary or other claimant of the need for the extension, not
to exceed a total of 180 days from the date the application was received.



     10.3 Notice of Denial of Claim. In the event that any Participant, Beneficiary or
other claimant claims to be entitled to a benefit under the Plan, and the Retirement Committee
determines that such claim should be denied in whole or in part, the Retirement Committee shall, in
writing, notify such claimant that the claim has been denied, in whole or in part, setting forth
the specific reasons for such denial. Such notification shall be written in a manner reasonably
expected to be understood by such claimant and shall refer to the specific sections of the Plan
relied on, shall describe any additional material or information necessary for the claimant to
perfect the claim and an explanation of why such material or information is necessary, and, where
appropriate, shall include an explanation of how the claimant can obtain reconsideration of such
denial.



     10.4 Reconsideration of Denied Claim.





     (a) Within 60 days after receipt of the notice of the denial of a claim, such claimant
or duly authorized representative may request, by mailing or delivery of such written notice
to the Retirement Committee, a reconsideration by the Retirement Committee of the decision
denying the claim. If the claimant or duly authorized representative fails to request such
a reconsideration within such 60 day period, it shall be conclusively determined for all
purposes of the Plan that the denial of such claim by the Retirement Committee is correct.
If such claimant or duly authorized representative requests a reconsideration within such 60
day period, the claimant or duly authorized



23









 






representative shall have 30 days after filing a request for reconsideration to submit
additional written material in support of the claim, review pertinent documents and submit
issues and comments in writing.




     (b) After such reconsideration request, the Retirement Committee shall determine within
60 days of receipt of the claimant’s request for reconsideration whether such denial of the
claim was correct and shall notify such claimant in writing of its determination. The
written notice of decision shall be in writing and shall include specific reasons for the
decision, written in a manner calculated to be understood by the claimant, as well as
specific references to the pertinent Plan provisions on which the decision is based. In the
event of special circumstances determined by the Retirement Committee, the time for the
Retirement Committee to make a decision may be extended by an additional 60 days upon
written notice to the claimant prior to the commencement of the extension. If such
determination is favorable to the claimant, it shall be binding and conclusive. If such
determination is adverse to such claimant, it shall be binding and conclusive unless the
claimant or his duly authorized representative notifies the Retirement Committee within 90
days after the mailing or delivery to the claimant by the Retirement Committee of its
determination that claimant intends to institute legal proceedings challenging the
determination of the Retirement Committee and actually institutes such legal proceedings
within 180 days after such mailing or delivery.



     10.5 Employer to Supply Information. To enable the Retirement Committee to perform
its functions, each Employer shall supply full and timely information to the Retirement Committee
of all matters relating to the retirement, death or other cause for separation from
service of all Participants, and such other pertinent facts as the Retirement Committee may
require.



24









 





ARTICLE XI




AMENDMENT AND TERMINATION OF PLAN




     11.1 Amendment. The Committee may at any time amend the Plan by written instrument,
notice of which is given to all Participants, and to Beneficiaries receiving installment payments.
Notwithstanding the preceding sentence, no amendment shall reduce the amount accrued in any Account
prior to the date such notice of the amendment is given.



     11.2 Employer’s Right to Terminate. The Committee may at any time partially or
completely terminate the Plan if, in its judgment, the tax, accounting or other effects of the
continuance of the Plan, or potential payments thereunder, would not be in the best interests of
the Employers.




     (a) Partial Termination. The Committee may partially terminate the Plan by
instructing the Retirement Committee not to accept any additional Deferral Commitments. If
such a partial termination occurs, the Plan shall continue to operate and be effective with
regard to Deferral Commitments entered into prior to the effective date of such partial
termination.




     (b) Complete Termination. The Committee may completely terminate the Plan by
instructing the Retirement Committee not to accept any additional Deferral Commitments, and
by terminating all ongoing Deferral Commitments. If such a complete termination occurs, the
Plan shall cease to operate and the Employers shall pay out each Pre-2005 Account in equal
monthly installments over the following period, based on the Pre-2005 Account balance:



25









 





	 	 	 
	Account Balance	 	Payout Period
	Less than $50,000

	 	Lump Sum
	$50,000 but less than $100,000

	 	3 Years
	More than $100,000

	 	5 Years





Payments shall commence within 65 days after the Committee terminates the Plan, and earnings shall
continue to be credited on the unpaid Account balance. Employers shall pay out each Post-2004
Account in the manner and at the time described in Articles IV and VII.




ARTICLE XII




MISCELLANEOUS




     12.1 Unfunded Plan. The Plan is an unfunded plan maintained primarily to provide
deferred compensation benefits for a select group of “management or highly-compensated employees”
within the meaning of Sections 201, 301 and 401 of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”), and therefore is exempt from the provisions of Parts 2, 3 and 4 of
Title I of ERISA.



     12.2 Company and Employer Obligations. The obligation to make benefit payments to any
Participant under the Plan shall be a joint and several liability of the Company and the Employer
that employed the Participant.



     12.3 Unsecured General Creditor. Participants and Beneficiaries shall be unsecured
general creditors, with no secured or preferential right to any assets of the Employer or any other
party for payment of benefits under the Plan. Any life insurance policies, annuity contracts or
other property purchased by the Employer in connection with the Plan shall remain its general,
unpledged and unrestricted assets. The Employer’s obligation under the Plan shall be an unfunded
and unsecured promise to pay money in the future.



26









 





     12.4 Trust Fund. Subject to Section 12.3, the Company may establish separate
subtrusts for deferrals by employees of each Employer, pursuant to a trust agreement entered into
with such trustees as the Committee may approve, for the purpose of providing for the payment of
benefits owed under the Plan. At its discretion, each Employer may contribute deferrals under the
Plan for its employees to the subtrust established with respect to such Employer under such trust
agreement. To the extent any benefits provided under the Plan are paid from any such subtrust, the
Employer shall have no further obligation to pay them. If not paid from a subtrust, such benefits
shall remain the obligation of the Employer. Although such subtrusts may be irrevocable, their
assets shall be held for payment of all the Company’s general creditors in the event of insolvency
or bankruptcy.



     12.5 Nonassignability. Neither a Participant nor any other person shall have any
right to commute, sell, assign, transfer, pledge, anticipate, mortgage, or otherwise encumber,
transfer, hypothecate, or convey in advance of actual receipt the amounts, if any, payable
hereunder, or any part thereof or rights to, which are expressly declared to be unassignable and
nontransferable. No part of the amounts payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony, or separate maintenance
owed by a Participant or any other person, nor be transferable by operation of law in the event of
a Participant’s or any other person’s bankruptcy or insolvency.



     Notwithstanding the preceding paragraph, the Account 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 Section 206(d)(3) of ERISA. The Retirement Committee shall provide for
payment in a lump sum from a Participant’s Account to an alternate payee (as defined in Code
Section 414(p)(8)) as soon as administratively practicable following receipt of



27









 







such order. Any federal, state or local income tax associated with such payment shall be the
responsibility of the alternate payee. The balance of an Account that is subject to any qualified
domestic relations order shall be reduced by the amount of any payment made pursuant to such order.



     12.6 Not a Contract of Employment. The Plan shall not constitute a contract of
employment between an Employer and the Participant. Nothing in the Plan shall give a Participant
the right to be retained in the service of an Employer or to interfere with the right of an
Employer to discipline or discharge a Participant at any time.



     12.7 Protective Provisions. A Participant shall cooperate with his Employer by
furnishing any and all information requested by the Employer in order to facilitate the payment of
benefits hereunder, and by taking such physical examinations as the Employer may deem necessary and
taking such other action as may be requested by the Employer.



     12.8 Governing Law. The provisions of the Plan shall be construed and interpreted
according to the laws of the State of Indiana, except as preempted by federal law.



     12.9 Validity. In case any provision of the Plan shall be held illegal or invalid for
any reason, said illegality or invalidity shall not affect the remaining parts hereof, but the Plan
shall be construed and enforced as if such illegal and invalid provision had never been inserted
herein.



     12.10 Notice. Any notice required or permitted under the Plan shall be sufficient if
in writing and hand delivered or sent by registered or certified mail. Such notice shall be deemed
as given as of the date of delivery or, if delivery is made by mail, as of the date shown on the
postmark on the receipt for registration or certification. Mailed notice to the Retirement
Committee shall be directed to the Company’s address. Mailed notice to a Participant or
Beneficiary shall be directed to the individual’s last known address in the applicable
Employer’s records.



28









 





     12.11 Successors. The provisions of the Plan shall bind and inure to the benefit of
the Employers and their successors and assigns. The term successors as used herein shall include
any corporate or other business entity that shall, whether by merger, consolidation, purchase, or
otherwise, acquire all or substantially all of the business and assets of an Employer, and
successors of any such corporation or other business entity.



     12.12 Tax Savings Clause. Notwithstanding anything to the contrary contained in the
Plan, (1) in the event that the Internal Revenue Service prevails in its claim that amounts
contributed to the Plan for the benefit of a Participant, and/or earnings thereon, constitute
taxable income under Code Section 409A, and guidance and regulations thereunder, to the Participant
or his Beneficiary for a taxable year prior to the taxable year in which such contributions and/or
earnings are distributed to him, or (2) in the event that legal counsel satisfactory to the
Company, and the applicable Participant or his Beneficiary, renders an opinion that the Internal
Revenue Service would likely prevail in such a claim, the Post-2004 Account, to the extent
constituting such taxable income, shall be immediately distributed to the Participant or his
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 based upon an
opinion of legal counsel satisfactory to the Company and the Participant or his Beneficiary, the
Plan 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.



29









 





     IN WITNESS WHEREOF, the Company has caused the Plan to be executed in its name by its duly
authorized officer this 2nd day of December, 2005, effective as of the 1st day of
January, 2005.



	 	 	 	 	 
	 	NISOURCE INC.

 	 
	 	By:  	/s/ Michael W. O’Donnell	 
	 	 	Michael W. O’Donnell	 
	 	 	 	 
	 




30









 





EXHIBIT A




Investment Options




	 	 	 	 	 
	Fidelity Based Funds

	Contra Fund

	 	Equity Income Fund
	 	Growth & Income Fund
	Growth Company Fund

	 	Magellan Fund
	 	Small Cap Independence Fund
	Managed Income Portfolio

	 	Overseas Fund
	 	Money Market Fund
	Freedom 2010 Fund

	 	Freedom 2020 Fund
	 	Freedom 2030 Fund
	Freedom 2040 Fund

	 	Freedom Income Fund
	 	Balanced Fund
	Intermediate Bond Fund

	 	Spartan U.S. Equity Index Fund	 	 






	 	 	 	 	 
	Non Fidelity Funds

	 

	 	American Funds EuroPacific Growth Fund	 	 
	 

	 	Dreyfus Emerging Leaders Fund	 	 
	 

	 	Janus Small Cap Value Inst. Fund	 	 
	 

	 	Morgan Stanley IFT U.S. Small Cap Core Fund	 	 
	 

	 	PIMCO Long Term Gov’t Fund	 	 
	 

	 	PIMCO Low Duration Fund	 	 
	 

	 	PIMCO Total Return Fund Inst.	 	 
	 

	 	PIMCO StocksPLUS Fund Inst.	 	 







A-1