FIRST AMENDMENT AND
COMPLETE RESTATEMENT OF THE
INDIANA ENERGY, INC.
DIRECTORS COMPENSATION
DEFERRAL PLAN
As Amended and Restated Effective May 1, 1997
FIRST AMENDMENT AND
COMPLETE RESTATEMENT OF THE
INDIANA ENERGY, INC.
DIRECTORS COMPENSATION
DEFERRAL PLAN
(AS AMENDED AND RESTATED MAY 1, 1997)
Pursuant to rights reserved under Section 6.02 of the
Indiana Gas Company, Inc. Directors Compensation Deferral Plan
(the "Plan"), Indiana Gas Company, Inc., by action of its Board
of Directors, transfers sponsorship of the Plan to Indiana
Energy, Inc., renames the Plan and amends and completely restates
the Plan, effective as of May 1, 1997, to provide, in its
entirety, as follows:
PREAMBLE
The Indiana Gas Company, Inc. Directors Compensation
Deferral Plan (the "Plan") is an unfunded supplemental retirement
plan for directors of Indiana Gas Company, Inc. and Indiana
Energy, Inc. (individually an "Employer" and collectively the
"Employers"). This Plan is intended to be a continuation of the
director deferred fee plan which was initially effective
February 1, 1981.
ARTICLE I
DEFINITIONS
Section 1.01. Administrator. The term "Administrator"
means the Company which shall have the authority to manage and
control the operation of this Plan.
Section 1.02. Beneficiary. The term "Beneficiary" means
for a Participant the individual or individuals designated by
that Participant in the last Participation Agreement executed by
that Participant to receive benefits in the event of that
Participant's death.
Section 1.03. Company. The term "Company" means Indiana
Energy, Inc., and any successor thereto.
Section 1.04. Compensation. The term "Compensation" means
for each Participant in any Plan Year the total amount of
remuneration for director services as paid to that Participant by
the Employers in that Plan Year; provided, however, that a
Director's Compensation shall not include any fees required to be
paid in restricted shares of Indiana Energy, Inc. common stock
under the Indiana Energy, Inc. Directors Restricted Stock Plan.
Section 1.05. Director. The term "Director" means each non-
employee member of the Board of Directors of an Employer.
Section 1.06. Effective Date. The term "Effective Date"
means January 1, 1995; provided, however, that except as provided
below any deferrals made by Directors before January 1, 1995
shall be governed by the provisions of the Directors deferred fee
plan in effect prior to January 1, 1995; provided, further, that
any Director with a deferred account for the period before
January 1, 1995 shall be permitted to convert the entire account
to Phantom Units under this Plan as of January 1, 1995.
Section 1.07. Employer. The term "Employer" means the
Company, Indiana Gas Company, Inc., any other entity which is
affiliated with the Company (within the meaning of Section 414(b)
of the Internal Revenue Code of 1986, as amended) which (with the
approval of the Company) adopts the Plan and any successor
thereto. The term "Employers" means the Company, Indiana Gas
Company, Inc. and the other participating affiliated entities
collectively.
Section 1.08. Interest Fund Subaccount. The term "Interest
Fund Subaccount" means the bookkeeping account maintained for
each Participant in this Plan which is credited in each Plan
Year with a rate of return as provided in Article III of this
Plan.
Section 1.09. Interest Fund Subaccount Rate. The term
"Interest Fund Subaccount Rate" means the guaranteed rate of
return credited to amounts held in the Interest Fund Subaccounts.
The rate shall change each January 1 and shall be equal to the
mean between the high and low of the "aa" rated Public Utility
Preferred and Common Stock Yield Averages for the past twelve
(12) months as reported in Moody's Bond Survey in its first
published issue in the November preceding the January 1 on which
the rate is to come into effect.
Section 1.10. Participant. The term "Participant" means
any individual who fulfills the eligibility requirements
contained in Article II of this Plan.
Section 1.11. Participation Account. The term
"Participation Account" means the bookkeeping account maintained
by the Company for each Participant reflecting amounts deferred
under this Plan (as adjusted from time to time) and which is
equal to the sum of the Participant's Interest Fund Subaccounts
and Phantom Unit Subaccounts.
Section 1.12. Participation Agreement. The term
"Participation Agreement" means the agreement executed by a
Director each Plan Year signifying his desire to become (or to
continue to be) a Participant in this Plan and signifying the
amount of his Compensation which is to be deferred during the
subsequent Plan Year pursuant to the terms of this Plan.
Section 1.13. Phantom Unit Subaccount. The term "Phantom
Unit Subaccount" means the bookkeeping account maintained by the
Company for each Participant in this Plan for each Plan Year
during which the Participant has a deferred election in effect
which is credited with Phantom Units.
Section 1.14. Phantom Units. The term "Phantom Units"
means the phantom units allocated to a bookkeeping account under
this Plan with a per unit value equal to the value of Indiana
Energy, Inc. common stock (as determined in the manner provided
in Article III).
Section 1.15. Plan. The term "Plan" means the plan
embodied by this instrument as now in effect or hereafter
amended.
Section 1.16. Plan Year. The term "Plan Year" means the
calendar year.
ARTICLE II
PARTICIPATION IN THE PLAN
Section 2.01. Eligibility. As of the Effective Date, all
Directors of the Employers shall be eligible to become
Participants in this Plan.
Section 2.02. Deferral Amounts.
(a) Amount of Deferral. The amount of Compensation to
be deferred in a Plan Year shall be designated by each
Participant in the Participation Agreement executed by that
Participant for that Plan Year prior to the beginning of that
Plan Year.
(b) Special Rules for New Directors. For the Plan
Year during which a person first becomes eligible to become a
Participant, the Participant shall be provided by the Company the
opportunity to make a special election for such Plan Year with
respect to the Compensation paid in such Plan Year after the date
on which he becomes an eligible Participant.
(c) Timing of Deferral. The following rules govern the
timing of the deferral of Compensation under this Plan:
(i) Compensation deferred by Participants
shall be effected pro-rata from each payday in the Plan
Year.
(ii) For purposes of the allocations
described in Article III, the amount of any
Compensation deferred hereunder shall not be credited
to a Participant's Participation Account until the last
day of the calendar month during which, but for the
deferral, the deferred Compensation would have been
paid.
(d) Modification of Deferral Amount. A Participant
may modify the amount of his Compensation to be deferred in a
Plan Year under this Plan by written notice to the Secretary of
the Company which is received by the Secretary of the Company
prior to the beginning of that Plan Year.
(e) Discontinuation of Participation. A Participant
may discontinue his participation in this Plan by written notice
to the Secretary of the Company which is received prior to the
beginning of the Plan Year in which the discontinuation is to be
effective or by failing to execute a Participation Agreement for
that Plan Year. Any amounts previously deferred shall be paid in
accordance with the provisions of this Plan and elections made by
the Participant in his Participation Agreements.
(f) Manner of Payout of a Participant's Participation
Account. The manner in which a Participant's Participation
Account attributable to deferrals in a Plan Year is to be
distributed to that Participant under the provisions of this Plan
shall be designated by that Participant in the Participation
Agreement executed by that Participant for that Plan Year.
ARTICLE III
ACCOUNTS
Section 3.01. Purpose of Participation and Guaranteed
Accounts. The Company shall cause a Participation Account to be
established in the name of each Participant. The Company shall
cause a separate sub-account of a Participant's Participation
Account for each Plan Year during which Participant defers
Compensation (the Plan Year Subaccount). Each Plan Year
Subaccount shall be further allocated, as directed by the
Participant, between the Interest Fund Subaccount and Phantom
Stock Subaccount. The purpose of establishing such Participation
Accounts and Subaccounts is solely to provide a mechanism for
determining the Participants' benefits under this Plan. It is
the intent of the Employers that the Participants shall have no
title to or beneficial ownership in any cash or investments which
the Employers may set aside and allocate to these Accounts.
Section 3.02. Investment of Deferrals. The Company shall
cause a separate Plan Year Subaccount established for each
Participant who is deferring any Compensation in such Plan Year.
The amount of the deferral shall be allocated between the
Interest Fund Subaccount and the Phantom Stock Subaccount in
accordance with the investment directions provided by the
Participant in his Participation Agreement for such Plan Year. A
Participant may allocate deferrals between the Interest Fund
Subaccount and Phantom Stock Subaccount in twenty-five percent
(25%) increments. As of each January 1, a Participant shall be
permitted by written instructions to the Secretary of the Company
to change the investment directions of any deferrals for one (1)
or more of the previous Plan Year Subaccounts. In such
direction, the Participant needs to designate the Plan Year
Subaccounts for which the revised election or elections apply.
Changes shall be permitted in twenty-five percent (25%)
increments.
Section 3.03. Description of Interest Fund and Phantom
Stock Subaccounts.
(a) Interest Fund Subaccounts. Any monies credited
to a Participant's Interest Fund Subaccount shall be credited
with simple interest monthly at the Interest Fund Subaccount Rate
in effect for such month based on the amounts held in such
Subaccount as of the last day of the preceding calendar month.
(b) Phantom Stock Subaccount. As of the last day
of any calendar month during which amounts are credited to a
Participant's Phantom Stock Subaccount, the Company shall cause a
number of Phantom Stock Units to be credited to the Phantom Stock
Subaccount equal to a number determined by dividing the total
amount of the allocation for such month by the average of the
daily averages of the high and low sales price of shares of
Indiana Energy, Inc. common stock for each of the trading days in
such month (as reported in The Wall Street Journal). Any time
that there is a dividend paid on shares of Indiana Energy, Inc.
common stock, the Company shall cause each Participant's Phantom
Stock Subaccount to be credited with an amount equal to the
aggregate dividend which would have been payable to such
Subaccount during such month if such Subaccount was invested in
shares of Indiana Energy, Inc. common stock rather than Phantom
Shares (without regard to whether the Phantom Shares were
allocated to such Subaccount on the record date for such
dividend). Any dividend equivalent credits for a calendar month
shall be converted to Phantom Units, along with any additional
deferrals allocated in such month, in the manner described above.
(c) Special Adjustments. In the event of any change
in the outstanding common stock of Indiana Energy, Inc. by reason
of a stock dividend, stock split, recapitalization, merger,
consolidation, combination, stock rights plan or exchange of
shares or other similar corporate change, the aggregate number of
Phantom Units allocable to a Participant's Phantom Unit
Subaccount shall be appropriately adjusted by the Chief Executive
Officer of the Company, whose determination shall be conclusive,
consistent with the corporate transaction.
Section 3.04. Allocation and Distributions.
(a) Distributions. Distributions under Article IV for
each Plan Year Subaccount shall be charged proportionately
against the Participant's Interest Fund Subaccount and Phantom
Stock Subaccount based on the balances credited to such
Subaccounts as of the last day of the immediately preceding
month.
(b) Conversion of Phantom Units. For purposes of
effecting distributions from the Phantom Stock Subaccount, the
Phantom Stock Units to be distributed shall be deemed to have a
per unit value equal to the average of the daily averages of the
high and low sales price of Indiana Energy, Inc. common stock for
each of the trading days in the calendar month immediately
preceding the month the distribution is to be effected.
ARTICLE IV
BENEFITS
Section 4.01. Death Benefits. If a Participant dies prior
to the commencement of his benefits under this Article IV, the
Beneficiary of that Participant, as determined pursuant to the
last Participation Agreement executed by that Participant, shall
receive the balance contained in his Participation Account.
Payments under this Section 4.01 shall be paid in a single lump
sum cash payment no later than the last day of the third (3rd)
calendar month following the date of the Participant's death.
Section 4.02. Other Distributions. A Participant's Plan
Year Subaccounts shall be paid to him on the date and in the
manner designated by that Participant in his Participation
Agreements; provided, however, that under no circumstances shall
payment commencement be deferred more than sixty (60) calendar
days after the date on which the Participant ceases to be a
director. If any or all of the benefits of a Participant are
being paid in installments and that Participant dies prior to
receiving the final installments due hereunder, the remaining
amounts in his Participation Account shall be paid to that
Participant's Beneficiary, as determined pursuant to the last
Participation Agreement executed by that Participant, in a single
lump sum cash payment.
ARTICLE V
ADMINISTRATION
Section 5.01. Delegation of Responsibility. The Company
may delegate duties involved in the administration of this Plan
to such person or persons whose services are deemed by it to be
necessary or convenient.
Section 5.02. Payment of Benefits. The amounts allocated
to a Participant's Participation Account and payable as benefits
under this Plan shall be paid solely from the general assets of
the Employers. The payment of benefit obligation shall be
allocated between the Employers based on the portion of the
Compensation which would have been paid by each Employer but for
the deferral. No Participant shall have any interest in any
specific assets of an Employer under the terms of this Plan.
This Plan shall not be considered to create an escrow account,
trust fund or other funding arrangement of any kind or a
fiduciary relationship between any Participant and the Employers.
An Employer's obligation under this Plan is purely contractual
and shall not be funded or secured in any way.
ARTICLE VI
AMENDMENT OR TERMINATION OF PLAN
Section 6.01. Termination. The Company may at any time
terminate this Plan. As of the first Plan Year beginning after
the date on which this Plan is terminated, no additional amounts
shall be deferred from any Participant's Compensation. The
Company shall direct the Employers to pay to each such
Participant the balance contained in his Participation Account at
such time and in the manner designated by that Participant in the
Participation Agreements executed by that Participant.
Section 6.02. Amendment. The Company may amend the
provisions of this Plan at any time; provided, however, that no
amendment shall adversely affect the rights of Participants or
their Beneficiaries with respect to the balances contained in
their Participation Accounts immediately prior to the amendment.
ARTICLE VII
MISCELLANEOUS
Section 7.01. Successors. This Plan shall be binding upon
the successors of the Employers.
Section 7.02. Choice of Law. This Plan shall be construed
and interpreted pursuant to, and in accordance with, the laws of
the State of Indiana.
Section 7.03. No Employment Contract. This Plan shall not
be construed as affecting in any manner the rights or obligations
of the Employers or of any Participant to continue or to
terminate director status at any time.
Section 7.04. Non-Alienation. No Participant or his
Beneficiary shall have any right to anticipate, pledge, alienate
or assign any of his rights under this Plan, and any effort to do
so shall be null and void. The benefits payable under this Plan
shall be exempt from the claims of creditors or other claimants
and from all orders, decrees, levies and executions and any other
legal process to the fullest extent that may be permitted by law.
Section 7.05. Gender and Number. Words in one (1) gender
shall be construed to include the other genders where
appropriate; words in the singular or plural shall be construed
as being in the plural or singular where appropriate.
Section 7.06. Disclaimer. The Employers make no
representations or assurances and assume no responsibility as to
the performance by any parties, solvency, compliance with state
and federal securities regulation or state and federal tax
consequences of this Plan or participation therein. It shall be
the responsibility of the respective Participants to determine
such issues or any other pertinent issues to their own
satisfaction.
Section 7.07. Designation of Beneficiaries. Each
Participant shall designate in his Participation Agreement his
Beneficiary and his contingent Beneficiary to whom death benefits
due hereunder at the date of his death shall be paid; provided,
however, that the Beneficiary and Contingent Beneficiary
designated by a Participant in the last Participation Agreement
executed by that Participant shall supersede all other
Beneficiary or Contingent Beneficiary designations made by that
Participant in any earlier Director's Participation Agreement
executed by that Participant. If any Participant fails to
designate a Beneficiary or if the designated Beneficiary
predeceases any Participant, death benefits due hereunder at that
Participant's death shall be paid to his contingent Beneficiary
or, if none, to the deceased Participant's surviving spouse, if
any, and if none to the deceased Participant's estate.
This First Amendment and Complete Restatement of the Plan
has been executed on this day of , 199___, and
shall be effective as of May 1, 1997.
INDIANA GAS COMPANY, INC.
By:
Its: Chairman of the Board
INDIANA ENERGY,INC.
By:
Its: Chairman of the Board