EXHIBIT 10.8
NIPSCO INDUSTRIES, INC.
DIRECTORS' CHARITABLE GIFT PROGRAM
1. PURPOSE OF THE PROGRAM
Under the NIPSCO Industries, Inc. Directors' Charitable Gift Program (the
"Program"). NIPSCO Industries, Inc. (the "Company") will make a donation on
behalf of each eligible Director, in the Director's name, to the eligible
tax-exempt organization(s) (the "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 educational institutions and charitable organizations 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 September 27, 1994,
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, in
accordance with the following schedule.
Completed Years Cumulative
of Service Donations
--------------- ----------
Less than 5 $0
5-9 125,000
10 or more 250,000
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.
In determining a Director's total cumulative donation amount, Board service
prior to the effective date of the Program (even if it is not continuous
service) will be counted.
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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 from 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
In order to be eligible to receive a donation, a recommended organization
must be (i) a charitable organization located in the State of Indiana or
(ii) an accredited educational institution (x) located in the State of
Indiana, (y) which the recommending Director attended or (z) for which the
recommending Director serves or has served as a trustee, governor or
director, and such charitable organization or educational institution must
initially, and at the time a donation is to be made, qualify to receive
tax-deductible donations under the Internal Revenue Code. An 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.
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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 Northern Indiana Public Service
Company Contributions Committee (the "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 and enforced according to the laws of the
State of Indiana, and all provisions thereof shall be administered
according to the laws of said State.
11. EFFECTIVE DATE
The effective date of the Program is September 27, 1994. 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.
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