INDIANA ENERGY, INC.
UNFUNDED SUPPLEMENTAL RETIREMENT PLAN
FOR A SELECT GROUP OF MANAGEMENT EMPLOYEES
(AS AMENDED AND RESTATED EFFECTIVE DECEMBER 1, 1998)
Pursuant to rights reserved under Section 5.01 of the
Indiana Gas Company, Inc. Unfunded Supplemental Retirement Plan
For a Select Group of Management Employees (the "Plan"), Indiana
Gas Company, Inc. hereby transfers sponsorship of the Plan to
Indiana Energy, Inc. (the "Company") and hereby amends and
completely restates the Plan, effective as of December 1, 1998,
to provide, in its entirety, as follows:
PREAMBLE
This Plan is an unfunded supplemental retirement plan for a
select group of management employees of the Company and
affiliates of the Company and is designed to meet applicable
exemptions under Sections 201(2), 301(a)(3), 401(a)(1) and
4021(b)(6) of the Employee Retirement Income Security Act of
1974, as amended, and under Department of Labor Regulation
Section 2520.104-23.
ARTICLE I
DEFINITIONS
Section 1.01. Acquisition of Control. The term
"Acquisition of Control" means:
(1) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")) (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of
twenty percent (20%) or more of either (a) the then
outstanding shares of common stock of the Company (the
"Outstanding Energy Common Stock") or (b) the combined
voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of
directors (the "Outstanding Energy Voting Securities");
provided, however, that the following acquisitions shall not
constitute an Acquisition of Control: (i) any acquisition
directly from the Company (excluding an acquisition by
virtue of the exercise of a conversion privilege), (ii) any
acquisition by the Company, (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by the Company, Indiana Gas Company, Inc. or any
corporation controlled by the Company or (iv) any
acquisition by any corporation pursuant to a reorganization,
merger or consolidation, if, following such reorganization,
merger or consolidation, the conditions described in clauses
(a), (b) and (c) of subsection (3) of this Section 1.01 are
satisfied;
(2) Individuals who, as of July 25, 1997, constitute
the Board of Directors of the Company (the "Incumbent Energy
Board") cease for any reason to constitute at least a
majority of the Board of Directors of the Company (the
"Energy Board"); provided, however, that any individual
becoming a director subsequent to the date hereof whose
election, or nomination for election by shareholders of the
Company, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Energy Board
shall be considered as though such individual were a member
of the Incumbent Energy Board, but excluding, for this
purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Energy Board; or
(3) Approval by the shareholders of the Company of a
reorganization, merger or consolidation, in each case,
unless, following such reorganization, merger or
consolidation, (a) more than sixty percent (60%) of,
respectively, the then outstanding shares of common stock of
the corporation resulting from such reorganization, merger
or consolidation and the combined voting power of the then
outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding
Energy Common Stock and Outstanding Energy Voting Securities
immediately prior to such reorganization, merger or
consolidation in substantially the same proportions as their
ownership, immediately prior to such reorganization, merger
or consolidation, of the Outstanding Energy Stock and
Outstanding Energy Voting Securities, as the case may be,
(b) no Person (excluding Energy, any employee benefit plan
or related trust of the Company, Indiana Gas Company, Inc.
or such corporation resulting from such reorganization,
merger or consolidation and any Person beneficially owning,
immediately prior to such reorganization, merger or
consolidation, directly or indirectly, twenty percent (20%)
or more of the Outstanding Energy Common Stock or
Outstanding Voting Securities, as the case may be)
beneficially owns, directly or indirectly, twenty percent
(20%) or more of, respectively, the then outstanding shares
of common stock of the corporation resulting from such
reorganization, merger or consolidation or the combined
voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election
of directors and (c) at least a majority of the members of
the board of directors of the corporation resulting from
such reorganization, merger or consolidation were members of
the Incumbent Energy Board at the time of the execution of
the initial agreement providing for such reorganization,
merger or consolidation;
(4) Approval by the shareholders of the Company of (a)
a complete liquidation or dissolution of the Company or (b)
the sale or other disposition of all or substantially all of
the assets of the Company, other than to a corporation, with
respect to which following such sale or other disposition
(i) more than sixty percent (60%) of, respectively, the then
outstanding shares of common stock of such corporation and
the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Energy Common Stock and
Outstanding Energy Voting Securities immediately prior to
such sale or other disposition in substantially the same
proportion as their ownership, immediately prior to such
sale or other disposition, of the Outstanding Energy Common
Stock and Outstanding Energy Voting Securities, as the case
may be, (ii) no Person (excluding the Company and any
employee benefit plan or related trust of the Company,
Indiana Gas Company, Inc. or such corporation and any Person
beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, twenty percent (20%) or
more of the Outstanding Energy Common Stock or Outstanding
Energy Voting Securities, as the case may be) beneficially
owns, directly or indirectly, twenty percent (20%) or more
of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors and
(iii) at least a majority of the members of the board of
directors of such corporation were members of the Incumbent
Energy Board at the time of the execution of the initial
agreement or action of the Energy Board providing for such
sale or other disposition of assets of the Company; or
(5) The closing, as defined in the documents relating
to, or as evidenced by a certificate of any state or federal
governmental authority in connection with, a transaction
approval of which by the shareholders of the Company would
constitute an Acquisition of Control under subsection (3) or
(4) of this Section 1.01.
Notwithstanding anything contained in this Plan, if a
Participant's employment is terminated before an Acquisition of
Control and the Participant reasonably demonstrates that such
termination (a) was at the request of a third party who has
indicated an intention or taken steps reasonably calculated to
effect an Acquisition of Control and who effectuates an
Acquisition of Control (a "Third Party") or (b) otherwise
occurred in connection with, or in anticipation of, an
Acquisition of Control which actually occurs, then for all
purposes of this Plan, the date of an Acquisition of Control with
respect to the Participant shall mean the date immediately prior
to the date of such termination of the Participant's employment.
Section 1.02. Administrator. The term "Administrator"
means the Company, which shall have the sole authority to manage
and to control the operation and administration of this Plan.
Section 1.03. Average Monthly Earnings. The term "Average
Monthly Earnings" means for a Participant an amount equal to the
total salary (inclusive of bonuses, inclusive of incentive pay,
inclusive of elective deferrals by such Participant to the
Company Savings Plan and to any non-qualified deferred
compensation plan maintained by the Company and inclusive of
salary reductions elected by such Participant to a plan
maintained by the Company under Section 125 of the Code but
exclusive of awards made under the Indiana Energy, Inc. Executive
Restricted Stock Plan and exclusive of distributions under the
Company Savings Plan and the Indiana Energy, Inc. Executive
Compensation Deferral Plan) paid to such Participant by the
Company in the sixty (60) consecutive calendar month period
ending on the first (1st) to occur of:
(1) the date of such Participant's death, or
(2) the date of such Participant's Termination of
Employment.
divided by sixty (60).
Section 1.04. Board. The term "Board" means the Board of
Directors of the Company. Whenever the provisions of this Plan
require action by the Board, it may be taken by the Compensation
Committee of the Board with the same force and effect as though
taken by the entire Board.
Section 1.05. Cause. The term "Cause" means a
Participant's fraud, dishonesty, theft of corporate assets or
other gross misconduct.
Section 1.06. Code. The term "Code" means the Internal
Revenue Code of 1986 as now in effect or hereafter amended and
shall also include all regulations promulgated thereunder.
Section 1.07. Company. The term "Company" means Indiana
Energy, Inc. and any successors thereto; provided, however, that
for purposes of Section 1.03, Section 1.08, Section 1.09, Section
1.10, Section 1.11, Section 1.13, Section 1.16, Section 1.20,
Section 3.03 and Section 5.05, "Company" shall also include
Proliance Energy, L.L.C. and any entity affiliated with the
Company within the meaning of Section 414(b) of the Code and any
successor thereto.
Section 1.08. Company Contributions Accounts. The term
"Company Contributions Accounts" means for a Participant the
accounts maintained on his behalf in the Company Savings Plan and
the Company Non-Qualified Savings Plan to which Company
contributions (other than his elective deferrals) are credited
regardless whether funded, including the annual Company
contribution to the Company Savings Plan and matching
contributions made on his behalf to the Company Savings Plan and
the Company Non-Qualified Savings Plan, as adjusted to reflect
any earnings or losses credited thereto. The Company
Contributions Accountd shall reflect Company matching
contributions made to the Company Non-Qualified Savings Plan even
though such contributions, and earnings (or losses) thereon, may
not be funded and are simply bookkeeping entries.
Section 1.09. Company Pension Plan. The term "Company
Pension Plan" means the Indiana Energy, Inc. Combined
Non-Bargaining Plan as now in effect or as hereafter amended.
Section 1.10. Company Savings Plan. The term "Company
Savings Plan" means the Indiana Energy, Inc. Retirement Savings
Plan as now in effect or as hereafter amended. For all purposes
of this Plan (including, but not limited to, determining the
amount of reduction in a Participant=s benefit applicable under
Section 3.02(2)), the term "Company Savings Plan" shall also
include the Proliance Energy, L.L.C. Retirement Savings Plan as
now in effect or as hereafter amended and any other qualified
defined contribution plan maintained by the Company.
Section 1.11. Company Savings Plan Monthly Benefit
Equivalent. The term "Company Savings Plan Monthly Benefit
Equivalent" means for a Participant the amount determined by
converting such Participant's Company Contributions Accountd to a
monthly benefit for life commencing at the later of:
(1) the date of such Participant's Termination of
Employment or, if earlier, his death, or
(2) the date on which such Participant reaches age
sixty-five (65).
For purposes of making the conversion required by this Section,
the following actuarial assumptions shall be used:
Interest Assumption: 8% per year, compounded
annually
Mortality Assumption: 1983 Group Annuity Mortality Table
(unloaded) Unisex Rates
Section 1.12. Effective Date. The term "Effective Date"
means January 1, 1990.
Section 1.13. Good Reason. The term "Good Reason" means
for a Participant, without the Participant's written consent:
(1) a demotion in the Participant's status, position
or responsibilities which, in his reasonable judgment, does
not represent a promotion from his status, position or
responsibilities as in effect immediately prior to an
Acquisition of Control;
(2) the assignment to the Participant of any duties or
responsibilities which, in his reasonable judgment, are
inconsistent with such status, position or responsibilities;
or any removal of the Participant from or failure to
reappoint or reelect him to any of such positions, except in
connection with the termination of his employment for Total
Disability, death or Cause or by him other than for Good
Reason;
(3) a reduction by the Company in the Participant's
base salary as in effect immediately prior to an Acquisition
of Control or as the same may be increased from time to time
after the Acquisition of Control or the Company's failure to
increase (within twelve (12) months of the Participant's
last increase in base salary) the Participant's base salary
after an Acquisition of Control in an amount which at least
equals, on a percentage basis, the average percentage
increase in base salary for all executive and senior
officers of the Company effected in the preceding twelve
(12) months;
(4) the relocation of the principal executive offices
of the Company or Company affiliate, whichever entity on
behalf of which the Participant performs a principal
function of that entity as part of his employment services,
to a location outside the Indianapolis, Indiana metropolitan
area or the Company's requiring him to be based at any place
other than the location at which he performed his duties
prior to an Acquisition of Control, except for required
travel on the Company's business to an extent substantially
consistent with his business travel obligations at the time
of an Acquisition of Control;
(5) the failure by the Company to continue in effect
any incentive, bonus or other compensation plan in which the
Participant participates, including but not limited to the
Company's stock option and restricted stock plans, if any,
unless an equitable arrangement (embodied in an ongoing
substitute or alternative plan), with which he has
consented, has been made with respect to such plan in
connection with the Acquisition of Control, or the failure
by the Company to continue his participation therein, or any
action by the Company which would directly or indirectly
materially reduce his participation therein;
(6) the failure by the Company to continue to provide
the Participant with benefits substantially similar to those
enjoyed by him or to which he was entitled under any of the
Company's pension, profit sharing, life insurance, medical,
dental, health and accident, or disability plans in which he
was participating at the time of a Acquisition of Control,
the taking of any action by the Company which would directly
or indirectly materially reduce any of such benefits or
deprive him of any material fringe benefit enjoyed by him or
to which he was entitled at the time of the Acquisition of
Control, or the failure by the Company to provide him with
the number of paid vacation and sick leave days to which he
is entitled on the basis of years of service with the
Company in accordance with the Company's normal vacation
policy in effect on the date hereof;
(7) the failure of the Company after an Acquisition of
Control to obtain a satisfactory agreement from any
successor or assign of the Company to assume and agree to
perform any termination benefits agreement in effect for the
Participant; or
(8) any request by the Company that the Participant
participate in an unlawful act or take any action
constituting a breach of the Participant's professional
standard of conduct.
Section 1.14. Participant. The term "Participant" means
any individual who is eligible or benefits under Article II of
this Plan.
Section 1.15. Plan. The term "Plan" means the Indiana
Energy, Inc. Unfunded Supplemental Retirement Plan for a Select
Group of Management Employees.
Section 1.16. Primary Social Security Benefit. The term
"Primary Social Security Benefit" means the monthly amount of old
age insurance benefit available at age sixty-five (65) under the
provisions of Title II of the Social Security Act in effect at a
Participant's Termination of Employment. The computation of such
amount shall be made by the Company, and the fact that a
Participant does not actually receive such amount because of
failure to apply, continuance of work or for any other reason
shall be disregarded. In determining a Participant's Primary
Social Security Benefit, the Company may estimate "wages" (as
such term is interpreted for purposes of Title II of the Social
Security Act) for any calendar year beginning before the date on
which such Participant's employment with the Company commenced by
applying backwards from the earliest known complete calendar year
earnings with the Company, using the U.S. Average Wage Table or
any similar index substituted by the Social Security
Administration. For the period beginning on the date on which a
Participant terminates his employment with the Company and
ending on the date he attains age sixty-five (65), such
Participant shall be deemed to receive "wages" from the Company
at the same level in effect immediately before his Termination of
Employment.
Section 1.17. Qualified Joint and One-Half Survivor
Annuity. The term "Qualified Joint and One-Half Survivor
Annuity" means the form of payment in which a monthly income is
payable for the lifetime of a Participant and continuing
thereafter in an amount one-half (1/2) as large to such
Participant's surviving Spouse, if any, for life.
Section 1.18. Retirement Age. The term "Retirement Age"
means the date on which a Participant attains age sixty-five
(65).
Section 1.19. Spouse. The term "Spouse" means the legal
spouse of a Participant at the date of such Participant's death
or, if earlier, the date of his Termination of Employment.
Section 1.20. Termination of Employment. The term
"Termination of Employment" means the date on which a Participant
retires, resigns, incurs a Total Disability or otherwise,
voluntarily or involuntarily, terminates his full-time employment
with the Company.
Section 1.21. Total Disability. The term "Total
Disability" means a physical or mental condition arising from
bodily injury or disease which prevents a Participant from
engaging in his current position or in another position
commensurate with his current position, taking into consideration
his education, training and experience, and which is of a
character, based on the medical opinion of a licensed physician
who is not related to such Participant and who is satisfactory to
the Company, that such condition presumably will be permanent and
continuous for the remainder of such Participant's lifetime.
Section 1.22. Company Non-Qualified Savings Plan. The term
"Non-Qualified Savings Plan" means the Indiana Energy, Inc.
Deferred Compensation Plan as now in effect or as hereafter
amended.
ARTICLE II
PARTICIPATION
The individuals eligible for benefits as Participants shall
be listed on Schedule A to this Plan. The Company may add
additional Participants by action of the Board. Subject to
Section 5.01, the Company may delete Participants by action of
the Board. Any additions or deletions of Participants shall be
listed and reflected on Schedule A to the Plan.
ARTICLE III
BENEFITS
Section 3.01. Death Benefits.
(a) Pre-Retirement Death Benefit. Upon the death of a
Participant before his Termination of Employment, the Spouse, if
any, of such Participant shall be entitled to receive monthly
death benefits under this Plan for life. The monthly death
benefits shall be paid to a deceased Participant's surviving
Spouse on the first (1st) calendar day of each month, commencing
with the first (1st) month immediately following the later of (1)
the date of such deceased Participant's death or (2) the date on
which such deceased Participant would have attained age fifty
(50) but for his death. The amount of the monthly death benefits
to be paid to the Spouse of a deceased Participant shall be an
amount equal to the monthly survivor benefit which such Spouse
would have been entitled to receive had the Participant's
Termination of Employment occurred immediately before his death
and if such Participant had commenced to receive his monthly
benefit payments in the form of a Qualified Joint and One-Half
Survivor Annuity under Section 3.02 or 3.03, whichever is
applicable, based on such deceased Participant's age at the date
of his death.
(b) Post-Retirement Death Benefit. If a Participant
dies after his Termination of Employment and such Participant was
receiving monthly benefits at the time of his death under this
Plan or was entitled to receive monthly benefits under this Plan
under any other Section of this Article but such Participant's
date of death preceded the benefit commencement date, the Spouse,
if any, of such Participant shall only be entitled to benefits
hereunder if such deceased Participant was receiving or had
elected to receive his benefits in the form of a Qualified Joint
and One-Half Survivor Annuity under Section 3.02, 3.03 or 3.04,
whichever is applicable.
Section 3.02. Retirement Benefits. Upon a Participant's
Termination of Employment on or after attainment of the
Retirement Age, such Participant shall be entitled to receive
monthly retirement benefits under this Plan for life. The
benefits shall be paid on the first (1st) calendar day of each
month, commencing with the first (1st) month subsequent to the
month in which occurs a Participant's Termination of Employment
and concluding with the month in which occurs his death. The
amount of the monthly retirement benefits for a Participant shall
be equal to sixty-five percent (65%) of such Participant's
Average Monthly Earnings, less the following:
(1) the monthly benefits which such Participant is
entitled to receive under the Company Pension Plan in effect
at the date of such Participant's Termination of Employment,
assuming he elected to have his benefit payments under the
Company Pension Plan commence at age sixty-five (65) or, if
later, the date of his Termination of Employment in the form
of a life annuity;
(2) such Participant's Company Savings Plan Monthly
Benefit Equivalent; and
(3) such Participant's Primary Social Security
Benefit.
If a Participant is married at the date his benefit payments are
to commence and notwithstanding anything contained in this Plan
to the contrary, such Participant may elect to have his monthly
benefits paid in the form of an actuarially equivalent Qualified
Joint and One-Half Survivor Annuity. For purposes of this
Article, an actuarially equivalent Qualified Joint and One-Half
Survivor Annuity shall be determined in the same manner as it is
determined under the Company Pension Plan.
Section 3.03. Other Termination of Employment Benefits.
If, before attainment of the Retirement Age and not by reason of
his incurring a Total Disability, a Participant's employment with
the Company:
(a) is involuntarily terminated by the Company without
Cause,
(b) is voluntarily terminated by such Participant for
Good Reason after an Acquisition of Control, or
(c) is voluntarily terminated by such Participant with
the consent of the Chief Executive Officer or the President
of the Company or, in the case of Energy's Chief Executive
Officer or President, with the consent of the Board,
such Participant shall be entitled to receive monthly retirement
benefits under this Plan for life. The benefits shall be paid on
the first (1st) calendar day of each month, commencing with the
first (1st) month subsequent to the month in which occurs such
Participant's Termination of Employment or, if later, the month
in which such Participant attains age fifty (50) and concluding
with the month in which occurs his death. The amount of the
early monthly retirement benefits for a Participant shall be
equal to the product of:
(1) the amount of the monthly retirement benefits
determined in accordance with Section 3.02; and
(2) a fraction (not to exceed one (1)), the numerator
of which is the number of full calendar months that such
Participant was employed by the Company and the denominator
of which is the number of full calendar months that such
Participant would have been employed by the Company had his
employment continued until the Retirement Age or, if lesser,
three hundred (300);
provided, however, that the amount of the monthly payments to a
Participant shall be further reduced to the extent and in the
same manner that such payments would be reduced if made under the
Company Pension Plan to reflect the commencement of the payments
before such Participant's Retirement Age. If a Participant is
married at the date his benefit payments are to commence and
notwithstanding anything contained in this Plan to the contrary,
such Participant may elect to have his monthly benefits paid in
the form of an actuarially equivalent Qualified Joint and
One-Half Survivor Annuity. A Participant whose employment with
the Company is terminated before attainment of Retirement Age for
Cause by the Company, voluntarily by such Participant without
consent of the Board or, if his employment is terminated after an
Acquisition of Control, without consent of the Board or Good
Reason shall not be entitled to any benefits hereunder.
Section 3.04. Disability Benefits. A Participant whose
Termination of Employment is the result of his incurring a Total
Disability before the Retirement Age shall be entitled to receive
monthly disability benefits under this Plan for life. The
benefits shall be paid on the first (1st) calendar day of each
month, commencing with the first (1st) month subsequent to the
month in which such Participant attains the Retirement Age and
concluding with the month in which occurs his death. The amount
of the monthly disability benefits for a Participant under this
Section shall be determined in the same manner as retirement
benefits are calculated under Section 3.02. If a Participant is
married at the date his benefit payments are to commence and
notwithstanding anything contained in this Plan to the contrary,
such Participant may elect to have his monthly benefits paid in
the form of an actuarially equivalent Qualified Joint and
One-Half Survivor Annuity. If a Participant who incurs a Total
Disability dies before attainment of the Retirement Age, his
surviving Spouse, if any, shall be entitled to monthly benefits
for life, commencing the first (1st) month following such
Participant's death, equal to the survivor benefits that would
have been payable to the Spouse under this Section under the
Qualified Joint and One-Half Survivor Annuity form of payment had
the Participant survived to the Retirement Age; provided,
however; that the amount of the monthly payments to his surviving
Spouse shall be further reduced to the extent and in the same
manner that such payments would be reduced if made under the
Company Pension Plan to reflect the commencement of the payments
before the date that such deceased Participant would have reached
the Retirement Age.
ARTICLE IV
ADMINISTRATION
Section 4.01. Delegation of Responsibility. The Company
may delegate its duties involved in the administration of this
Plan to such person or persons whose services are deemed by it to
be necessary or convenient. However, the ultimate responsibility
for the administration of this Plan shall remain with the
Company.
Section 4.02. Payment of Benefits. The benefits under this
Plan shall be paid solely from the general assets of the Company.
No Participant or his Spouse shall have any interest in any
specific assets of the Company 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 a Participant and the Company.
Section 4.03. Construction of Plan. The Company shall have
the power to construe this Plan and to determine all questions of
fact or law arising under it. It may correct any defect, supply
any omission or reconcile any inconsistency in this Plan in such
manner and to such extent as it may deem appropriate. All acts
and determinations of the Company shall be final and conclusive
on the Company, the Participants, the Spouses of deceased
Participants and on any and all other persons who may be affected
by, or have an interest in, this Plan.
ARTICLE V
MISCELLANEOUS
Section 5.01. Amendment or Termination of Plan. This Plan
may be amended, modified or terminated by the Board; provided,
however, that no such amendment, modification or termination
shall have the effect of reducing the benefits currently in pay
status to a Participant or, if applicable, his Spouse or the
benefits that would have been payable hereunder if a
Participant's employment with the Company had been terminated
without Cause by the Company immediately before such amendment,
modification or termination.
Section 5.02. Successors. This Plan and the obligations
hereunder shall be binding on any successor of the Company.
Section 5.03. Duration of Plan. Subject to Section 5.01,
this Plan shall terminate at the date on which the final benefit
payment has been made pursuant to the terms of this Plan.
Section 5.04. Choice of Law. This Plan shall be construed
and interpreted pursuant to, and in accordance with, the laws of
the State of Indiana.
Section 5.05. No Employment Contract. This Plan shall not
be construed as an agreement, consideration or inducement of
employment or as affecting in any manner the rights or
obligations of the Company or of any Participant to continue or
to terminate the employment relationship at any time.
Section 5.06. Non-Alienation. No person shall have any
right to anticipate, pledge, alienate or assign any 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 5.07. Gender and Number. Words in the one 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 5.08. Headings. The headings in this Plan are
solely for convenience of reference and shall not affect its
interpretation.
This amended and restated Plan has been executed on this
4th day of December, 1998 to be effective as of December 1, 1998.
INDIANA ENERGY, INC.
By: /s/ Otto N. Frenzel III
Its: Chairman of the
Compensation
Committee of the Board
INDIANA ENERGY, INC.
UNFUNDED SUPPLEMENTAL RETIREMENT PLAN
FOR A SELECT GROUP OF MANAGEMENT EMPLOYEES
SCHEDULE A
Revised Effective October 1, 1997
NAME
Lawrence A. Ferger
Niel C. Ellerbrook
Paul T. Baker
Anthony E. Ard
Carl L. Chapman
Timothy M. Hewitt
Steven M. Schein
Jerrold L. Ulrey
Stephen E. Williams
Thomas J. Zabor
Jerome A. Benkert, Jr.
Ronald E. Christian
Eric Schach
Christopher M. Crawford
Robert D. Stegner (Retired)
Jack L. Diley (Retired)
Kenneth J. Roberts (Retired)
Wendell L. Thaler (Retired)