EX-10.20



 Exhibit 10.20 

COLUMBIA PIPELINE GROUP 

PENSION RESTORATION PLAN 

FOR COLUMBIA PIPELINE GROUP, INC. AND AFFILIATES 

Effective                     , 2015








 TABLE OF CONTENTS 

 

							
	 		Page	 
		
	 ARTICLE I BACKGROUND AND PURPOSE
		 	1	  
			
	 1.1
		 Background
		 	1	  
	 1.2
		 Purpose
		 	1	  
		
	 ARTICLE II DEFINITIONS
		 	2	  
			
	 2.1
		 AB Account
		 	2	  
	 2.2
		 AB Benefit
		 	2	  
	 2.3
		 Affiliate
		 	2	  
	 2.4
		 Basic Plan
		 	2	  
	 2.5
		 Beneficiary
		 	2	  
	 2.6
		 Benefits Committee
		 	2	  
	 2.7
		 Code
		 	2	  
	 2.8
		 Company
		 	2	  
	 2.9
		 Compensation Committee
		 	2	  
	 2.10
		 DCP
		 	3	  
	 2.11
		 Disability
		 	3	  
	 2.12
		 Effective Date
		 	3	  
	 2.13
		 Employee
		 	3	  
	 2.14
		 Employer
		 	3	  
	 2.15
		 ERISA
		 	3	  
	 2.16
		 Participant
		 	3	  
	 2.17
		 Limits
		 	3	  
	 2.18
		 NiSource Pension Restoration Plan
		 	3	  
	 2.19
		 Participant
		 	4	  
	 2.20
		 Plan
		 	4	  
	 2.21
		 Plan Administrator
		 	4	  
	 2.22
		 Prior Basic Plan
		 	4	  
	 2.23
		 Separation Date
		 	4	  
		
	 ARTICLE III PARTICIPATION AND BENEFIT ACCRUAL
		 	4	  
			
	 3.1
		 Eligibility for Participation and Accrual of Benefit
		 	4	  
	 3.2
		 Special Provisions for Participants with Prior Basic Plan Benefits Accrued Prior to 2004
		 	5	  
	 3.3
		 Service Crediting
		 	5	  


  
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	 ARTICLE IV DETERMINATION OF BENEFIT AMOUNT
		 	5	  
			
	 4.1
		 Amount of Benefit - General Principle
		 	5	  
	 4.2
		 Amount of Benefit For Participant Who Accrued a Benefit under a Prior Basic Plan Prior to Participating in the NiSource Pension
Restoration Plan on January 1, 2004
		 	6	  
	 4.3
		 Form of Benefit Accrual
		 	7	  
	 4.4
		 Conversion of Benefits
		 	7	  
	 4.5
		 Opening Balance
		 	8	  
	 4.6
		 Pay-Based Credits and Interest Credits
		 	8	  
	 4.7
		 Protected Benefit
		 	9	  
	 4.8
		 Initial Transfer of Liabilities from the NiSource Pension Restoration Plan
		 	9	  
		
	 ARTICLE V TIME AND METHOD OF PAYMENT OF BENEFIT
		 	10	  
			
	 5.1
		 Method of Payment
		 	10	  
	 5.2
		 Timing of Payment
		 	10	  
	 5.3
		 Changes to the Form of Payment
		 	10	  
	 5.4
		 Specified Employees
		 	11	  
	 5.5
		 Interest and Mortality Assumptions
		 	11	  
	 5.6
		 Payment Elections Under the NiSource Pension Restoration Plan
		 	11	  
		
	 ARTICLE VI ADMINISTRATION OF PLAN
		 	12	  
			
	 6.1
		 Allocation of Duties to Committees
		 	12	  
	 6.2
		 Agents
		 	12	  
	 6.3
		 Information Required by Plan Administrator
		 	12	  
	 6.4
		 Binding Effect of Decisions
		 	12	  
		
	 ARTICLE VII CLAIMS PROCEDURE
		 	12	  
			
	 7.1
		 Claims Procedure
		 	12	  
	 7.2
		 Review of Claim
		 	13	  
	 7.3
		 Notice of Denial of Claim
		 	13	  
	 7.4
		 Reconsideration of Denied Claim
		 	13	  
		
	 ARTICLE VIII PLAN AMENDMENT OR TERMINATION
		 	14	  
			
	 8.1
		 Plan Amendment
		 	14	  
	 8.2
		 Plan Termination
		 	14	  
		
	 ARTICLE IX MISCELLANEOUS PROVISIONS
		 	15	  
			
	 9.1
		 Unsecured General Creditor
		 	15	  
	 9.2
		 Income Tax Payout
		 	15	  
	 9.3
		 General Conditions
		 	15	  
	 9.4
		 No Guaranty of Benefits
		 	15	  
	 9.5
		 No Enlargement of Employee Rights
		 	16	  
	 9.6
		 Nonalienation of Benefits
		 	16	  
	 9.7
		 Applicable Law
		 	16	  
	 9.8
		 Incapacity of Recipient
		 	16	  
	 9.9
		 Unclaimed Benefit
		 	16	  
	 9.10
		 Limitations on Liability
		 	17	  


  
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 PENSION RESTORATION PLAN 

FOR COLUMBIA PIPELINE GROUP, INC. AND AFFILIATES 

Effective                     , 2015 

ARTICLE I 

BACKGROUND AND PURPOSE 

1.1 Background. 
  

	 	(a)	Corporate Background. Prior to the Separation Date (as defined in the Plan), the Company and its Affiliates were part of the controlled group of corporations of NiSource, Inc. (“NiSource”). Effective as
of the Separation Date, NiSource implemented the spin-off of its pipeline and transmission business, comprised of the Company and the Company’s Affiliates, which made the Company and its Affiliates independent and no longer a part of the
controlled group of corporations of NiSource. 

  

	 	(b)	Plan Background. Prior to the Effective Date, Participants in the Plan participated in the NiSource Pension Restoration Plan. Effective on or after the Effective Date, in connection with the above-described
corporate spin-off, the NiSource Inc. Officer Nomination and Compensation Committee, having amendment authority over the NiSource Pension Restoration Plan, authorized the transfer of liabilities of Participants (as defined herein) to the Plan.
Unless otherwise noted in the Plan, effective as of the Effective Date, the provisions of the Plan shall apply to Participants as well as any other Eligible Employee as defined under the Basic Plan. The Plan reflects the ongoing benefit structure
applicable to Plan Participants. The Plan provides that all Participants who are actively employed as well as certain terminated or non-active Participants participate in the Plan. 


1.2 Purpose. 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 Plan 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 Plan 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 Plan as a result of the Participant’s deferrals into the DCP. The provisions of the Plan as stated herein apply only to Participants on or after the Effective Date. 

  
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 ARTICLE II 

DEFINITIONS 
 For the
purposes of the Plan, the following terms shall have the meanings indicated, unless the context clearly indicates otherwise. 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. The headings of Articles and Sections are included solely for convenience, and if there is any conflict between such headings and the text of the Plan, the text shall control. 

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. 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 Affiliate. Any corporation that is a member of a controlled group of corporations (as defined in Code
Section 414(b)) that includes the Company; any trade or business (whether or not incorporated) that is under common control (as defined in Code Section 414(c)) with the Company; any organization (whether or not incorporated) that is a
member of an affiliated service group (as defined in Code Section 414(m)) that includes the Company; any leasing organization, to the extent that its employees are required to be treated as if they were employed by the Company pursuant to Code
Section 414(n) and the regulations thereunder; and any other entity required to be aggregated with the Company pursuant to regulations under Code Section 414(o). An entity shall be an Affiliate only with respect to the existing period as
described in the preceding sentence. 
 2.4 Basic Plan. The Columbia Pipeline Group Pension Plan, a tax-qualified defined benefit
retirement plan maintained by the Company and Affiliates. Such plan terms are set forth in the following two different plan documents: (i) the Columbia Pipeline Group Salaried Pension Plan, and (ii) the Columbia Pipeline Group (CEG)
Pension Plan. 
 2.5 Beneficiary. The person, persons or entity entitled to receive any plan benefits payable after a
Participant’s death. 
 2.6 Benefits Committee. The Columbia Pipeline Group Benefits Committee. 

2.7 Code. The Internal Revenue Code of 1986, as amended. 

2.8 Company. Columbia Pipeline Group, Inc., a Delaware corporation. 

2.9 Compensation Committee. The Human Resources and Compensation Committee of the Board of Directors of the Company. 

  
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 2.10 DCP. The Columbia Energy Group Deferred Compensation Plan, on or prior to
December 31, 2003; after December 31, 2003, through [                            ], 2015, the
NiSource Inc. Executive Deferred Compensation Plan; and thereafter the Columbia Pipeline Group Executive Deferred Compensation Plan, as further amended from time-to-time. 

2.11 Disability. 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 Affiliate or (c) causes a Participant to be eligible to receive Social Security disability payments. 

2.12 Effective Date.
[                    ], 2015, the date on which this Plan is effective, except as otherwise provided herein. 

2.13 Employee. Any individual who is employed by an Employer on a basis that involves payment of salary, wages or commissions. 

2.14 Employer. The Company or any Affiliate who maintains or adopts the Basic Plan for its Eligible Employees (as defined in such
plan). 
 2.15 ERISA. The Employee Retirement Income Security Act of 1974, as amended. 

2.16 Participant. Any Employee who participates in the Basic Plan and who becomes eligible to participate in this Plan in accordance
with its provisions. Participants shall include (1) any Employee who immediately prior to the Separation Date was actively participating in the NiSource Pension Restoration Plan, continued to be employed by the Company or any Affiliate as of
the Separation Date, and had a benefit transferred from the NiSource Pension Restoration Plan to this Plan in conjunction with the corporate transaction described under Article I, and (2) any former employee of the Company, any predecessor
employer or Affiliate, or any “divested company” of Columbia Energy Group (as identified in the Basic Plan) who previously accrued a benefit as a participant in the NiSource Pension Restoration Plan and thus had a benefit transferred from
the NiSource Pension Restoration Plan to this Plan. 
 2.17 Limits. 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. 
 2.18 NiSource Pension Restoration
Plan. The Pension Restoration Plan for NiSource Inc. and Affiliates, the nonqualified deferred compensation plan maintained by NiSource Inc. before the transaction that resulted in the Company spinning off from NiSource Inc., and in which Former
NiSource Pension Restoration Plan Participants participated before [                    ], 2015. 

  
 3 








 2.19 Participant. Any Employee who participates in the Basic Plan and who becomes eligible
to participate in this Plan in accordance with its provisions. Participants shall include (1) any Employee who immediately prior to the Separation Date was actively participating in the NiSource Pension Restoration Plan, continued to be
employed by the Company or any Affiliate as of the Separation Date, and had a benefit transferred from the NiSource Pension Restoration Plan to this Plan in conjunction with the corporate transaction described in Article I, and (2) any former
employee of the Company, any predecessor employer or Affiliate, or any “divested company” of Columbia Energy Group (as identified in the Basic Plan) who previously accrued a benefit as a participant in the NiSource Pension Restoration Plan
and thus had a benefit transferred from the NiSource Pension Restoration Plan to this Plan. 
 2.20 Plan. The Columbia Pipeline Group
Pension Restoration Plan, as set forth herein and may be amended from time to time. 
 2.21 Plan Administrator. The Benefits
Committee or such delegate of the Benefits Committee delegated to carry out the administrative functions of the Plan. 
 2.22 Prior Basic
Plan. Any tax-qualified retirement plan that was listed on Schedule A of the NiSource Pension Restoration Plan because participation in such tax-qualified retirement plan was of the necessary conditions for eligibility to participate in the
NiSource Pension Restoration Plan. 
 2.23 Separation Date.
[                    ], 2015, or if later, the date of the consummation of all transactions necessary to effectuate the pro rata distribution of
shares of common stock of Columbia Pipeline Group, Inc. to the shareholders of NiSource Inc. 
 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 the 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. Any Participant shall continue as a Participant in this Plan until the benefit under this Plan has been completely distributed
to the Participant. 
 The Compensation 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 Plan Administrator (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. 

  
 4 








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

	 	(a)	Eligibility. Prior to January 1, 2004, only employees of Columbia Energy Group (or its predecessor) who had benefits under a Prior Basic Plan affected by the Limits, or by his or her deferrals under the DCP,
participated in the NiSource Pension Restoration Plan. On or after January 1, 2004, each employee meeting the participation requirements set forth in the NiSource Pension Restoration Plan began to participate in the NiSource Pension Restoration
Plan as of January 1, 2004, and began to accrue a benefit under that plan as of such date or, if later, as of the date that such employee’s benefits under the Prior Basic Plan were 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 NiSource Pension Restoration Plan on January 1, 2004 in accordance with this Section, but who had accrued
benefits under a Prior Basic Plan prior to such date, such Participant shall have benefits under the Plan calculated in accordance with this Plan’s general provisions, except that this 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 NiSource Pension Restoration Plan began (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. Service of Former NiSource Pension Restoration Plan Participants credited
under the NiSource Pension Restoration Plan as of [                            ], 2015 will be credited under
this Plan in a similar manner as if that service had been rendered to the Employer. Accordingly, 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 such Participant began to participate in the NiSource Pension Restoration Plan for purposes of calculating the benefit under that plan that was transferred to this Plan; however, this Plan shall 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. 

  
 5 








 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 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 Prior Basic Plan Prior to
Participating in the NiSource Pension Restoration 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 became eligible to participate in the NiSource Pension Restoration 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 became eligible to participate in the NiSource Pension Restoration 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 



  
 6 









	 	
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 became eligible to participate in the NiSource Pension Restoration 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
became eligible to participate in the NiSource Pension Restoration 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 became eligible to participate in the NiSource Pension Restoration Plan. 


  
 7 








 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 Service) and Compensation from and after the date
the Participant first became eligible to participate in the NiSource Pension Restoration 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 became eligible to participate in
the NiSource Pension Restoration 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. 


  
 8 








 4.7 Protected Benefit. Notwithstanding any provision of the Plan to the contrary, 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.


  

	 	(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 became
eligible to participate in the NiSource Pension Restoration Plan. 

 4.8 Initial Transfer of Liabilities from the NiSource
Pension Restoration Plan. On or as soon as administratively practicable after the Effective Date, and subject to such terms as the Benefits Committee may establish, all liabilities attributable to Former NiSource Pension Restoration Plan
Participants shall be transferred from the NiSource Pension Restoration Plan. Each such NiSource Pension Restoration Plan Participant, as applicable, shall have an accrued benefit under this Plan on the Effective Date equal to the accrued benefit
under the NiSource Pension Restoration Plan. Such Participants will continue to accrue benefits under this Plan in accordance with the terms of this Plan. 

  
 9 








 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 Plan Administrator 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 (except as otherwise provided in Section 5.6 for Former NiSource Pension Restoration Plan Participants), 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 Affiliate. 

  

	 	(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 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 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 

  
 10 








 
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). 
 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 Affiliate, at a time during which the Company’s capital stock or capital
stock of an Affiliate 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 Affiliates, 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 Affiliate 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 Affiliates 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. 

5.6 Payment Elections Under the NiSource Pension Restoration Plan. Notwithstanding anything in this Plan to the contrary, this Plan
shall implement and honor all distribution elections made by each Former NiSource Pension Restoration Plan Participant under the NiSource Pension Restoration Plan. 

  
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 ARTICLE VI 

ADMINISTRATION OF PLAN 

6.1 Allocation of Duties to Committees. The Plan shall be administered by the Benefits Committee, as delegated by the Compensation
Committee. The Benefits 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, except as otherwise reserved to the Compensation Committee herein, or by resolution or charter of the respective committees. 

In its discretion, the Plan Administrator 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 Plan Administrator. 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 Plan Administrator and his/her decisions shall be treated as decisions of the Plan Administrator. 

6.2 Agents. The Plan Administrator 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. 
 6.3 Information Required by Plan
Administrator. The Company shall furnish the Plan Administrator with such data and information as the Plan Administrator may deem necessary or desirable in order to administer the Plan. The records of the Company as to an employee’s or
Participant’s period or periods of employment, separation from Service and the reason therefore, reemployment and Compensation will be conclusive on all persons unless determined to the Plan Administrator’s satisfaction to be incorrect.
Participants and other persons entitled to benefits under the Plan also shall furnish the Plan Administrator with such evidence, data or information as the Plan Administrator considers necessary or desirable to administer the Plan. 

6.4 Binding Effect of Decisions. Subject to applicable law, and the provisions of Article VIII, any interpretation of the provisions of
the Plan and any decision on any matter within the discretion of the Benefits Committee and/or the Compensation Committee (or any duly authorized delegate of either such committee) and made in good faith shall be binding on all persons. 

ARTICLE VII 

CLAIMS PROCEDURE 
 7.1
Claims Procedure. Claims for benefits under the Plan shall be made in writing to the Plan Administrator. The Plan Administrator 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. 

  
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 7.2 Review of Claim. The Plan Administrator shall review all claims for benefits. Upon
receipt by the Plan Administrator 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 to the expiration of the initial 90 day period, the Plan Administrator determines additional time is needed to come to a determination on the claim, the Plan Administrator 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. If the Plan Administrator fails to notify the claimant in writing of the denial of the claim
within 90 days after the Plan Administrator receives it, the claim shall be deemed denied. 
 7.3 Notice of Denial of Claim. If
the Plan Administrator wholly or partially denies a claim for benefits, the Plan Administrator shall, within a reasonable period of time, but no later than 90 days after receiving the claim (unless extended as noted above), notify the claimant in
writing of the denial of the claim. Such notification shall be written in a manner reasonably expected to be understood by such claimant and shall in all respects comply with the requirements of ERISA, including but not limited to inclusion of the
following: 
  

	 	(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. 

 7.4 Reconsideration of Denied
Claim. 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 or duly authorized representative may file a
written request with the Benefits Committee that it conduct a full and fair review of the denial of the claimant’s claim for benefits. 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 Benefits Committee is correct. 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 Benefits 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 Benefits Committee, special circumstances require an extension of time for processing, in which case the 60-day period may
be extended to 120 days. The Benefits Committee shall notify the claimant in writing of any such extension. The notice of decision upon review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to
be understood 

  
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by the claimant, as well as specific references to the pertinent Plan provisions upon which the decision is based. If the decision on review is not furnished within the time period set forth
above, the claim shall be deemed denied on review. 
 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 Benefits Committee within 90 days after the mailing or delivery to the
claimant by the Benefits Committee of its determination that claimant intends to institute legal proceedings challenging the determination of the Benefits Committee and actually institutes such legal proceedings within 180 days after such
mailing or delivery. 
 ARTICLE VIII 

PLAN AMENDMENT OR TERMINATION 

8.1 Plan Amendment. While the Company intends to maintain the Plan in conjunction with the Basic Plan, the Company or the Compensation
Committee reserves the right to amend the Plan at any time and from time to time with respect to eligibility for the Plan, the level of benefits awarded under the Plan and the time and form of payment for benefits from the Plan. The Compensation
Committee or the Board shall have the authority to amend the Plan. The Compensation Committee or the Board shall have the exclusive authority to amend the Plan regarding eligibility for the Plan, the amount or level of benefits awarded under the
Plan, and the time and form of payments for benefits from the Plan. In addition, the Compensation Committee or the Board shall also have the exclusive authority to make amendments that constitute a material increase in compensation, any change
requiring action or consent by a committee of the Board pursuant to the rules of the Securities and Exchange Commission, the New York Stock Exchange or other applicable law, or such other material changes to the Plan such that approval of the Board
is required. Unless otherwise determined by the Compensation Committee, the Benefits Committee shall have the authority to amend the Plan in all respects that are not exclusively reserved to the Compensation Committee or the Board. 

All amendments to the Plan must be made by written instrument, notice of which is given to all Participants and to Beneficiaries.
Notwithstanding the preceding sentence, no amendment shall impair or alter such right to a benefit accrued under the Plan as of the effective date of such amendment to or with respect to any Employee who has become a Participant in the Plan before
the effective date of such amendment or with respect to his or her Beneficiary. 
 8.2 Plan Termination. The Compensation Committee
or the Company may terminate the Plan at any time provided that termination of the Plan shall not impair or alter such right to a benefit accrued under the Plan as of the effective date of such termination to or with respect to any Employee who has
become a Participant in the Plan before the effective date of such termination or with respect to his or her Beneficiary 

  
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 Upon termination of the Plan, distribution of Plan benefits shall be made to Participants,
surviving spouses and beneficiaries in the manner and at the time described in Article VI of the Plan. No additional benefits shall be earned after termination of the Plan other than the crediting of Interest until the date of distribution of a
Participant’s Supplemental Savings Account. 
 ARTICLE IX 

MISCELLANEOUS PROVISIONS 

9.1 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. 
 9.2 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. 

9.3 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. Defined terms used in the Plan that are not defined in this Plan but are defined in the Basic Plan shall have the meanings assigned to them in the Basic Plan. 

9.4 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. 

  
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 9.5 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 Affiliate. 

9.6 Nonalienation of Benefits. 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 Plan Administrator 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. 
 9.7 Applicable Law. In order to benefit Participants by
establishing a uniform application of law with respect to the administration of the Plan, the provisions of this Section shall apply. Texas law shall determine all questions arising with respect to the provisions of the Plan, except to the extent
superseded by federal law. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Plan shall be brought in any court of the State of Texas and of the United States for
the Southern District of Texas. The Company, each Affiliate that adopts the Plan, each Participant, and any related parties irrevocably and unconditionally consent to the exclusive jurisdiction of such courts in any such litigation related to this
Plan and any transactions contemplated hereby. Such parties irrevocably and unconditionally waive any objection that venue is improper or that such litigation has been brought in an inconvenient forum. 

9.8 Incapacity of Recipient. If any person entitled to a benefit payment under the Plan is deemed by the Plan Administrator 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 Plan Administrator 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 Plan Administrator and the Plan therefore. 
 9.9 Unclaimed
Benefit. Each Participant shall keep the Plan Administrator informed of his or her current address and the current address of his or her Beneficiaries. The Plan 

  
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Administrator shall not be obligated to search for the whereabouts of any person. If the location of a Participant is not made known to the Plan Administrator 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 Plan Administrator is unable to locate any Beneficiary of the Participant, then the Plan Administrator 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. 

9.10 Limitations on Liability. Notwithstanding any of the preceding provisions of the Plan, none of the Company, any other Employer,
any member of the Benefits Committee or the Compensation Committee or any delegate of such committees, or any individual acting as an employee, or agent at the direction of the Company or any other Employer, or any member of the Benefits Committee
or the Compensation Committee or any delegate of such committees, 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. 

[Signature block follows on next page] 

  
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 IN WITNESS WHEREOF, Columbia Pipeline Group, Inc. has caused this amended and restated Pension
Restoration Plan for Columbia Pipeline Group, Inc. and Affiliates to be executed in its name, by its duly authorized officer, effective as of
                    , 2015. 
  

			
	COLUMBIA PIPELINE GROUP, INC.
		
	By:		  

		
	Its:		  

		
	Date:		  




  
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