Exhibit 10.35
July 15, 2002
LaNette Zimmerman
801 E. 86th Avenue
Merrillville, Indiana 46410
Dear LaNette:
This letter sets forth the terms for the additional supplemental
retirement benefit ("Supplemental Benefit") you, or your spouse in the event of
your death, will be entitled to receive upon your termination of employment with
NiSource Inc. or any of its affiliates (for purposes of this letter, except
where specifically provided, references to NiSource Inc. and its affiliates
shall be to "NiSource") in the event of your termination of employment for any
reason after December 31, 2003, other than your involuntary termination at any
time by NiSource for Good Cause. For purposes of this letter, Good Cause will
have the meaning set forth in your Change in Control and Termination Agreement
entered into with NiSource as of January 1, 2001, (the "CIC Agreement") and all
other capitalized terms will have the meaning set forth in the NiSource
Supplement Executive Retirement Plan, as amended and restated, effective June 1,
2002 (the "SERP").
In the event of your termination of employment prior to death, you will
be entitled to receive a monthly Supplemental Benefit equal to the excess of (a)
over (b) below:
a) The monthly amount of the retirement benefit you would have
been entitled to received under the SERP if such benefit were
computed based upon the assumption that your first day of
Service was January 1, 1981 and the last day of Service is the
date of your termination; less
b) $1,629.29.
In the event of your termination of employment due to death, your
spouse will be entitled to receive a monthly Supplemental Benefit equal
to the excess of (a) over (be) below:
a) The monthly amount of the retirement benefit your spouse would
have been entitled to receive under the SERP if such benefit
were computed based upon the assumption that your first day of
Service was January 1, 1981 and the last day of Service is the
date of your termination; less
b) $1,629.29
In the event of your termination of employment at any time due to your
becoming disabled (as such term is defined in Section 4.4 of the SERP),
you will be entitled to receive a monthly Supplemental Benefit equal to
the excess of (a) over (b) below:
a) The monthly amount of the maximum Supplemental Disability
Pension you would have been entitled to received under Section
4.4 of the SERP if such benefits were computed based upon the
assumption that your first day of Service was January 1, 1981
and the last day of Service is the date of your disability;
less
b) $1,629.29.
The Supplemental Benefit will be paid to you or your spouse in the same
form, and will commence at the same time, as is applicable to the
benefit payable to you or your spouse under the SERP. In addition,
except as provided above in the first sentence of this letter, for all
purposes of Article IV of the SERP (relating to Plan Benefits), your
first day of service shall be treated as January 1, 1981.
Any actuarial determinations made with respect to the SERP will be
based upon the same actuarial equivalents as those specified in the
SERP with respect to the determination of your SERP retirement benefit
or death benefit on the date for commencement of payment thereof.
The supplemental Benefit will constitute a nonqualified benefit and
will be entirely unfounded. No provision will at any time be made with
respect to the segregation of any assets of NiSource for the payment of
the Supplemental Benefit pursuant to this letter. Neither you nor your
spouse will have any interest in any particular assets of NiSource by
reason of the right to receive a benefit under this letter and you and
your spouse will have only the rights of a general unsecured creditor
of NiSource with respect to any rights pursuant to this letter.
NOTWITHSTANDING ANYTHING ELSE IN THIS LETTER TO THE CONTRARY, THE
SUPPLEMENTAL BENEFIT SHALL BE VESTED AND PAYABLE TO YOU OR YOUR SPOUSE
PURSUANT TO THE TERMS OF THE SERP IF THERE IS A "CHANGE IN CONTROL" OF
NISOURCE (AS DEFINED IN THE CIC AGREEMENT) WHETHER PRIOR TO OR AFTER
DECEMBER 31, 2003 REGARDLESS OF WHETHER YOUR EMPLOYMENT TERMINATES IN
CONNECTION WITH SUCH CHANGE IN CONTROL OR IF YOU DIE, BECOME DISABLED
(AS SUCH TERM IS DEFINED IN SECTION 4.4 OF THE SERP) OR ARE TERMINATED
NOT FOR CAUSE BEFORE DECEMBER 31, 2003.
This letter shall be construed and interpreted pursuant to the laws of
Indiana.
This letter contains the entire agreement between you and NiSource and
supersedes any and all previous agreements; written or oral; between
the parties relating to the subject matter hereof. No amendment or
modification of the terms of this letter shall be binding upon the
parties hereto unless reduced to writing and signed by you and
NiSource.
Nothing contained in this letter shall be construed to be an employment
contract between you and NiSource.
This letter shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, representatives and
successors.
Please sign and return a copy of this letter to Gary Neale to indicate
your acknowledgment and acceptance of the terms set forth above.
Very truly yours,
NISOURCE INC.
By: /s/ Gary L. Neale
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The undersigned, LaNette Zimmerman, hereby acknowledges and accepts the
terms and conditions described in this letter.
DATED: July 15, 2002
/s/ S. LaNette Zimmerman
LaNette Zimmerman