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EXHIBIT 10.35
NISOURCE INC.
DIRECTORS' CHARITABLE GIFT PROGRAM
1. PURPOSE OF THE PROGRAM
Under the NiSource Inc. Directors' Charitable Gift Program (PROGRAM),
NiSource Inc. (COMPANY) will make a donation on behalf of each
eligible Director, in the Director's name, to the eligible tax-exempt
organization(s) (DONEE(s)) selected by the Director. The purpose of
the Program is to acknowledge the service of the Company's Directors,
to recognize the interest of the Company and its Directors in
supporting worthy charitable organizations and institutions of higher
learning and to enhance the Company's ability to continue to attract
and retain highly qualified individuals to serve as Directors.
2. ELIGIBILITY
All persons serving as Directors of the Company as of January 1, 2001,
other than Directors who are current or former employees of the
Company or any of its subsidiaries, shall be eligible to participate
in the Program. All Directors who join the Company's Board of
Directors after that date, other than Directors who are current or
former employees of the Company or any of its subsidiaries, shall be
immediately eligible to participate in the Program upon election to
the Board.
3. DONATION AMOUNT
While serving as a Director, the donation amount for a Director will
be determined based on the Director's completed years of Board
service, either prior to or after January 1, 2001, in accordance with
the following schedule.
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Completed Years Cumulative
of Service Donations
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Less than 5 $0
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5-9 $125,000
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10 or more $250,000
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Notwithstanding this schedule, a Director who has completed at least
five years of service will be treated as having served for 10 or more
years if he or she terminates Board service as a result of death,
disability or mandatory retirement.
4. RECOMMENDATION OF DONATION
At any time after a Director becomes eligible to participate in the
Program, he or she may make a written recommendation to the Company,
on a form provided by the Company for this purpose, designating the
Donee(s) which he or she recommends as the recipient(s) of the Company
donation to be made on his or her behalf. A Director may revise or
revoke any such recommendation prior to payment of the donation by
signing a new recommendation form and submitting it to the Company.
Each eligible Director may choose one Donee or several Donees to
receive a Company donation, provided that each Donee must be
recommended to receive a donation of at least $25,000.
5. DONEES
To be eligible to receive a donation, a recommended organization must
be a charitable organization or an accredited United States
institution of higher learning and such charitable organization or
institution of higher learning must initially, and at the time a
donation is to be made, qualify to receive tax-deductible donations
under the Internal Revenue Code. An
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organization or institution will be approved unless it is determined,
in the exercise of good faith judgment, that a donation to the
organization or institution would be detrimental to the best interests
of the Company. A Director's private foundation is not eligible to
receive donations under the Program.
6. TIMING OF DONATION
Each donation made on a Director's behalf will be made by the Company
as soon as is practicable after the Company receives the Director's
recommendation, the Director completes the requisite number of years
of service, and the Company confirms the eligibility of the Donee, or
at such later date as the Director may specify.
7. FUNDING AND PROGRAM ASSETS
The Company currently intends not to fund the Program. However, if in
the future the Company elects to fund the Program in any manner,
neither the Directors nor their recommended Donee(s) shall have any
rights or interests in any assets of the Company identified for such
purpose. Nothing contained in the Program shall create, or be deemed
to create, a trust, actual or constructive, for the benefit of a
Director or any Donee recommended by a Director to receive a donation,
or shall give, or be deemed to give, any Director or recommended Donee
any interest in any assets of the Program or the Company.
8. AMENDMENT OR TERMINATION
The Board of Directors of the Company, may at any time, without the
consent of the Directors participating or eligible to participate in
the Program, amend, suspend or terminate the Program.
9. ADMINISTRATION
The Program shall be administered by the officers of the NiSource
Charitable Foundation or any other employees of the Company or its
subsidiaries designated by the Chairman of the Company (COMMITTEE).
The Committee shall have plenary authority in its discretion, but
subject to the provisions of the Program, to prescribe, amend and
rescind rules, regulations and procedures relating to the Program. The
determinations of the Committee on the foregoing matters shall be
conclusive and binding on all interested parties.
10. GOVERNING LAW
The Program shall be construed, enforced and administered according to
the laws of the State of Indiana, other than the conflicts of law
provisions thereof.
11. EFFECTIVE DATE
The effective date of the Program is January 1, 2001. The
recommendation of any individual Director will be effective when he or
she completes and submits to the Committee a written recommendation on
the form provided for that purpose.
12. SUPERSEDES PREVIOUS PROGRAM
The terms of this Program supersede the terms of a similar program
that was adopted in 1994 by a predecessor to the Company (PREVIOUS
PROGRAM). Donations made by the Company's predecessor on behalf of a
particular Director under the Previous Program shall count against
that Director's cumulative donations under section 3 of this Program.
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