Columbia Gas of Pennsylvania, Inc. 2012 General Rate Case Docket No. R-2012-2321748 Standard Filing Requirements Exhibits 4 Volume 2 of 9 Exhibit 4 Exhibit No. 4 Schedule No. r Page r of z Witness: J. T. Gore
COLUMBIA GAS OF PENNSYLVANIA. INC. sT.s.q III. BAI,ANCE SHEET AND OPERATING STATEMENT E. GAS UTILITIES
17. State whether any adjustments have been made to expenses in order to present such expenses on a basis comparable to the manner in which revenues are presented in this proceeding (i.e. accrued, billed, or cash).
Response: See Exhibit No. 4 Schedule r Page z and Exhibit 4 Schedule z for Operations and Maintenance Expense adjustments comparable to the normal level of revenues reported for the twelve months ended May 3r, 2tl12 as shornm in Exhibit No.g. N ;!$.i .9 ? trl eNd)(Y)rOLo(O F-@OO)Ftr) (o F- ::l (t(o -^O rrN-NN c{N EiF:x or.. Ebl oo) 99or ooqroooo oooooc) oo € 3, 3bIYiiI (L(LEE A'A'O O O O G O N (I' (u (u (u (u (g N (EO 'rr og E;I LqO- LO-(L(LILTLO- (L(LTL(L(LL (L(L = E x = lrJ
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CAP Revenue Per Books Twefve Months Ended May 31,2012 Line Total Billed No. Month Volumes Amount [11 $ 1 Feb-09 591,649.2 3,592,633.49 z Mar-09 457,943.3 2,847,180.69 Apr-09 307,054.5 1,981,746.39 4 May-09 150,622.8 1 ,107,608.09 5 Jun-09 78,686.7 722,893.67 6 Jul-09 54,784.4 590,198.60 7 Aug-09 46,716.4 543,661.93 8 Sep-09 49,1 18.8 554,953.47 v Oct-09 110,207.2 648,612.27 '10 Nov-09 217,437.1 765,973.56 11 Dec-09 349,036.7 1,s09,896.68 12 Jan-1 0 595,360.7 2,362,818.88 13 14 __l,Oqg,61i'g __11,2281114 1 Feb-'10 552,293.4 2,196,116.07 2 Mar-10 453,212.5 1,854,154.97 Apr-10 224,907.1 1,061,549.40 4 May-10 138,644.7 758,439.56 5 Jun-1 0 69,592.8 517,952.56 o Jul-10 44,211.6 425,444.74 Aug-10 36,670.3 396,801.20 I Sep-10 38,713.9 402,143.43 Oct-10 78,046.4 587,317.62 10 Nov-10 199,150.3 1,206,597.21 11 Dec-10 400,700.4 2,146,373.47 12 Jan-1 1 571,212.6 2,964,136.24 IJ 14 _3q92,3!9.0 _JlE1l,025.47 1 Feb-1 1 514,270.6 2,726,097.53 2 Mar-1 1 390,554.0 2,139,738.51 Apr-11 304,781.5 1,127,946.38 4 May-'l1 135,787.8 138,271.21 Jun-1 1 63,599.9 216,747.22 6 Jul-11 45,047.1 231,542.35 7 Aug-1 1 33,579.8 236,535.21 8 Sep-'ll 39,338.3 228,594.73 I Oct-11 74,859.0 340,829.12 10 Nov-1 1 198,942.7 921,432.10 11 Dec-'l 1 291,349.9 1,184,669.34 12 Jan-12 449,421.9 1,568,888.24 IJ 14 2,541,532.5 1 1,061,291.94 [1] Includes demand cost $NF- O f\ Cl Nii (o ol Nll Lo-\(\]l ::fo O vr (9 F-l tOil rct gl co Nl oll *ePF -fiu 3l* :l ."l 3 E i e.+ S e 3l *8'E,X P H'U '3 (lt q({) oGNlrr) Sl rll ge * cO Nl -ll o Nl coll h. @ rol Nl $ ol $ll oJod F # 3 -,1 to.trJE tc il- wO o :) o5Hf€ .g= 9o r E € cL !E AILJ o= vrv OF EVqtrocr) o-.4;ox!';iO uJ LLO dd tOOhF tP^.9v)v)T FFFctoo! trl .9.oFZ ol i;169;bbpE ,clcu (rl =rdiNcGP EI ol t-t-t-+FFF P 5-l O.l jzlcol Exhibit No.4 Schedule No. 2 Page 16 of 27 Wtness: J. T. Gore o Columbia Gas of Pennsylvania, Inc. Advertising Summary Twelve Months Ended May 31,2012 Line Period Ending Period Ending Period Ending No. 051311'12 05131111 05/31/1 0 c $ $ NEWSPAPER a. Public 1 Health & Safety tl 0 0 b. Conservation 2 0 0 0 3 c. Educational Billing, Rates, Supply, etc. 0 0 26,104 d.InstitutionalPrograms 4 0 0 0 e. Other Advertising 5 Programs 0 20,028 0 6 Total Newspaper Advertising Expense 20,028 26,104 TELEVISION 7 a. Public Health & Safety 0 n 0 b. Conservation 0 n U I c. Educational Biliing, Rates, Supply, etc. 0 R ??? 5,874 10 d. Institutional Programs 0 0 0 11 e. Other Advertising Programs 0 U 0 IZ Total Television Advertising Expense 0 5,874 RADIO '1 a. Public Health & 3 Safety n n 0 b. 14 Conservation n U 15 c. Educational Billing, Rates, Supply, etc. 25,000 25,000 16 d. Institutional Programs '115,043 'l:3S? O 0 e. Other Advertising Programs 17 0 0 U Total 18 Radio Advertising Expense 140,043 25,000 29,391 MAGAZINES & MISCELLAN EOUS a. Public Health & Safetv 19 0 U 0 b. Conservation 20 0 0 0 21 c. Educational Billing, Rates, Supply, etc. 2 40,1 11,440 285 d. Institutional Programs 22 18,810 0 U 23 e. Other Advertising Programs - Reversal of prior period adjustments 16,263 4,053 24 Total Mag. & Misc. Advertising Expense 38,664 15,493 25 Per Books Advertising Expense 178,707 68,854 310,366 BILL INSERTS & BROCHURES zo a. Public Health & Safety 0 6,262 R ail 27 b. Conservation 22,287 30,384 10,703 28 c. Educational Billing, Rates, Supply, etc. 99,082 111,224 96,168 29 d. Institutional Programs U 0 0 JU e. Other Advertising Programs 4,665 0 24 Total Bill Insert Advertising Expense 126,034 147,870 112,572 JZ Grand Total Advertising Expense 304.741 422,938 33 Adjustments for non recoverable advertising (133,853) (4,3e1) 34 Other Advertising Programs - Reversal of prior period adjustment (16,263) (24,081) (248,7121 35 Adjusted Needed ___E_!!Jl9_ _l?1p9U __l?99J_9Qr 36 Normalized Exoense --______l_g?€19______lgg,8g1v -----154,6%_ \tNF. q, ,rts N .:gFF N C E E e.+ A ,I -P .F' p fi* p 5l^8t aE E trl (\ r _.< gl - o) s = g,t-t.utL: r ! v)ti( co€ !Lxc) tu 0., rots€ F-O ro gtv (f) dN .' Cf, E ob 5l^ B lo -.=N Ol - @ lO EI- N F$i Irl I E;g tr g 5gg O ,'1 El€)ov :.snGX,o AEE- H-.94 A tr: dt L\ue 9oFtc;. tB,{f,ov 5l OftF }(.€ LV ,"El H'EE 3l 6bb rl &EE Jzl.t .;t \t I e !+Nf\ 0, tl N(9(f) @ll N\f,sf, O) f- @ (r) 8tl rr$,8 F-@@ ti ;tl cf) N NII N EEPF o) -ll .o- E € s.+ GI il(oll ol -3? ll (r p FI il^llrl 'f;* ll ;< = ll ,o ll x = ll (f)N "6ll F- cf) v : dS o Eb (\l (Lo G^ cao 6i z *es o) E Prr E iotl = q---e, rii c co ,r- ED [l o.E U) o E.r :i !5 Pz +q, il,E E et SE !Lll ocoa o-xoo- tuxo) O)c o, _o.^.=obe L dvt 6-O oc$ EO d _ea FbE2 =O fl EEO FE* E $:t ro I, t6tt\ o irt,B u)r EePF olrc') E€ E; gaEl a5t < E €l- : f 'f;* E tt frt = r vt qtS Cl O) :o ol - 4 -(\ trt - .9 oJ colOrl :jzl {Nl'- o :etg E*R|- E 6 g-j 'I€^F'pE* g 3= a cOs f-lol (o €r ry to-l @- dS trl ro r()l o) :o q s.l *N ile * rrl G. F Hi I -aI g I E8E fi$s !sE *rtr> o =o Noo c\l 6t cfj .! NJ kl :9xo 6E.E-L o-x3 5l 3,6P Y E ol OJUC ol .9 ol F 8 :F Pot =zl Exhibit No.4 Schedule No. 2 Page 21 of 27 Witness: S. D. Cogar Columbia Gas of Pennsylvania, lnc. NiSource Corporate Services Company Twelve Months Ended May 31,2012 Line (A) (B) (C=A+B) No. Description Reference Labor & Related Costs Non-Labor Costs Total Costs $ $ $ 1 Test Year Corporate Services Billings 19,640,963 24,778,629 44,419,592 z Amount Caoitalized (3,902,60S) (191,194) (4,093,803) Reg. Asset & Miscellaneous Adjustments on CPA (1,110,071) (1,110,071) 4 Net Amount Included in O&M Costs Per Books 15,738,353 23,477,365 39,215,718 Add: lncentive Compensation Test Year Adjustment Efi 4, pg 22, Line 18 88,652 88,652 6 Add: Pension Test Year Adjustment Efi 4, pg 23, Line 5 107,230 107,230 7 Add: Historic Test Year Labor Adiustment bfr 4, pg 24, Line 18 849,425 849,425 8 Less: Non-Recoverable ltems (ie. Advertising, Dues & Memberships, etc.) (427,013) (427,013) I Less: Historic Rate Case Costs in Test Year (12,754) (12,754) Normalized Test 10 Year Per Books 16,783,660 23,037,598 39,821.257 Labor capitalization calculation Labor capitalized (Line 2) 3,902,609 13 Total labor (Line 1) 19,640,963 14 Labor capitalization rate (Line 12 / Line 13) 19.87Vo IJ Labor percentage charged to O&M 80.1 3% Exhibit No.4 Schedule No.2 *-"*3'"S.T'.".tO Columbia Gas of Pennsylvania, Inc. Incentive Compensation Twelve Months Ended May 31,2012 Line ,NCSC Total CPA % of CPA Portion No. NCSC Expense Month Bonus & Profit Sharinq Accrued Total NCSC Labor of Accrued Bonus & Profit Sharinq $ $ 1 June-1 1 1 ,508,414 '10.84% 163,586 2 July-11 1,508,414 10.87o/o 164,000 3 August-11 3,544,721 10.540/o 373,636 4 September-1'1 1,762,952 11.08o/o 1 95,382 5 October-1 1 1,762,952 11.54o/o 203,467 6 November-11 2,310,917 10.67% 246,558 7 December-1 1 3,827,203 10.91Yo 417,556 8 January-12 2,137p20 11.29o/o 241,420 9 February-12 1,482,068 10.95o/o 1 A' ?60 10 March-12 2,392,644 10.80% 258,503 11 Aptil-12 1,470,412 10.96% 161,103 12 May-12 1,470,421 11.22% 165,009 13 Total 25,179,035 10.93% 2,752,579 14 lncentive Compensation & Profit Sharing Paid in 2012 25,518,843 11.22o/o 1J 2,863,214 15 Incentive Compensation Per Books (Per Line 10) 25,179,035 2,752,579 16 Gross Historic Test Year Adjustment (Line 14-Line 1 5) ,:::b 17 O&M transfer - Exhibit No. 4, Schedule No. 2, Page 21 , Line 15 18 Net Historic Test Year Adjustment (Line 16 x Line 1 7) 88,652 1_lCPAPortionofBonusissamepercentageusedfortheCPALabor&BenefitsAllocation. Thispercentagewas determined by taking the May 2012 NCSC labor. Exhibit No.4 Schedule No.2 Page 23 ol 27 Witness: S. D. Cogar Columbia Gas of Pennsylvania, lnc. Pension Adjustment Twelve Months Ended May 31,2012 Line NCSC Total CPA Portion CPA Portion No. Description Pension Expense of NCSC Labor 1 / of Pension $ $ 4 I NCSC 2012 Pension Cost 10,202,281 11.22% 1,144,696 2 Amount of Pension Included in CPA Test Year 9,059,542 1,010,876 Adjustment Prior to Capital Transfer 1,142,739 133,820 4 O&M transfer- Exhibit No.4, Schedule No.2, Page21, Line 15 0.8013 Pension Costto be lncluded in O&M - 2012 107,230 1-l CPA Portion of Bonus is same percentage used for the CPA Labor & Benefits Allocation. This percentage was determined by taking the May 2012 NCSC labor. Exhibit No.4 --""i[+il":j,f Columbia Gas of Pennsylvania, Inc. Labor and Benefits Annualized Twelve Months Ended May 31,20'12 Line Total NCSC CPA Portion No. Description Labor/Benefits Labor/Benefits 1 Actual May 2Ql2Labor Cost - 1_/ 9,787,954 1,098,208 2 Annualized (12 months) 12 tz Total Annualized Labor Cost 117,455,452 13,178,502 A Net Amount Included in O&M Costs Per Books 112,609,287 12,354,239 Historic Test Year Labor Increase (Line 3 - Line 4) 4,846,165 824,263 Payroll Taxes o Actual May 2012 Employer Payroll Taxes - 1_i 775,407 87,001 Actual May 2012 Labor Cost* (per Line 1) 9,787,954 1,098,208 8 Payroll Tax to Labor Percentage (Line 6 i Line 7) 7.92To 7.92To 9 Historic Test Year Labor lncrease (per Line 5) 4,846,165 824,263 10 Payroll Tax lncrease (Line 8 x Line 9) 383,916 65,299 Benefits 11 Actual May 2012 Benefits Cost - 1-l 2,024,613 12 Actual May 2012 Labor Cost" (per Line 1) 9,787,954 ,'"?,L:rQ IJ Benefit to Labor Percentage (Line 11 I Line 12) 20.68% 20.68% 14 Historic Test Year labor Increase (Line 5) 4,846,165 824.263 15 1,002,417 170,497 16 6,232,498 1,060,0s8 17 Capital Transfer (1 9.87%)". 100.00% e0.13% 18 Total Net NCSC labor, benefits, and payrolt tax net increase (Line 16 x Line 17) 849.425 1_/ CPA Portion of Total NCSC Labor Expense, 10.97o/o, is CPA's Actual Average Portion of the test year Labor Cost, the Most Recent Available Data. \tNN O O O os N f.* retS A N c.i o N N EeR' rJ) € g.i gl." .#*'E= = = dsi 3 Sbo CtiL 'iE; E i,i a F h.: E = 3 G ddE=FI E 5 tts >rl! ! A og; b E H 65 a dFF Ep ; .sPg tr J !T-!fiotr oF-gEgo3 9;E E'V -E-E:: lrotl-=x:t .=FFF ct ttrt .qaaa8666 'tr| P g, g) atlEEE31 666 cl| UJ trj I.U 4gt N ., rO ca tol N (o r (ol 1.r) ::Tizz o (f)- co-l I CY) ]o E*RE. A I el rutdcti 5 ${ *l Fe @ci FI I o o 0) I = = dS 'EEfit 'agB { #fr vO o .gHE a .g= a o 9oE o SE $ L I s pE co GK'- tu vl J LL o.09r) o ;EO C)a b.Ng.= cl O B ol z EEgh E #l o(s(I'9 r_lolx = LIF 5 ogE olot ,ih 6=?^3 otol o0) -=v, OrrFcol '3 zl :f$ll'r O CQ ::t,E $ ol (f) E+N'g.i 6l* r#*E 6 FI E = = dS :o ^c{ 'EE(E -:i, e aE = E EE -o 0- tt +gn ixP o s.t),xoE 6 E .s= o) +o L E P 4< =oo3 od OF ,1 P c) o) L G t\- @ a ct R ol v '-l91 L .E ii6 ot6-L.l clt_qrl F0) colO.l 'J zl Exhibit No. 4 Schedule No. 3 Page 1 of3 Witness: J. T. Gore COLUMBIA GAS OF PENNSYLVANIA, INC. 53.53 III BALANCE SHEET AND OPERATING STATEMENT E. GAS UTILITIES 34. Prepare a 3 column schedule of expenses, as described below for the following period a. Col 3 - Test Year b. Col 1 and 2 -the two previous years Columbia Gas of Pennsylvania, Inc.. Statement of Rate Making Operations and Maintenance Expense by Cost Element Twelve Months Ended May 31,2010 and May 31 ,2011 and May 31 ,2012 before Normalization Twelve Months Ended Increase/ Cost Element Mav31,2010 Mav31.2011 Mav31.2012 (Decrease) (1) (2) (3) (4=3-2) $$$ $ Labor 23,508,695 23,789,750 22,569,598 (1,220,152) Incentive Compensation 1,599,843 1,657,077 1,633,221 (23,856) OPEB 2,856,049 2,808,322 1,101,171 (1,7O7,151) Other Employee Benefits 3,928,074 16,765,475 12,845,527 (3,91e,e48) Outside Services 14,900,810 17,120,084 15,527,687 (1,592,397) Rent and Leases 1,285,339 1,197,591 1,398,078 200,487 Corporate Insurance 3,298,825 3,144,066 2,791,173 (352,8e3) Injuries and Damages 381,359 420,601 499,844 79,243 Employee Expenses 1,586,370 1,344,007 1,735,028 391,021 Company Memberships 187,984 274,989 266,392 (8,5e7) Utilities and Fuel Used in Company Operations 429,994 386,634 753,877 367,243 System Services 35,328,861 38,185,041 39,215,720 1,030,679 Uncollectible Accounts 5,171,450 3,556,005 6,292,231 2,736,226 Uncollectible CAP 16,055,886 17,040,233 9,480,859 (7,s5e,374) Advertising 424,355 204,719 221,702 16,983 Other O&M 9,218,356 '15,334,496 8,401,367 (6,933,129) Royalties 5,896 5,934 5,977 43 PUC, OCA, OSBA Fees 1,777,511 1,330,915 1,396,624 65,709 Charitable Contributions 23,854 47,969 9,161 (38,808) Total 121,969,511 144,613,908 126,145,237 (18,468,671) Exhibit No. 4 Schedule No. 3 Page 2 of 3 Witness: J. T. Gore Columbia Gas of Pennsylvania, Inc.. Rate Making Operation and Maintenance Expense by Cost Element Twelve Months Ended May 31 , 2011 and May 31 ,2012 before Normalization lncrease/ Cost Element (Decrease) q Labor The cost element includes Operation & Maintenance (1,220,152) expenses for Pennsylvania employees. The decrease reflects the company's use of internal labor to complete capital projects as the capital program was ramping up. Additionally the decrease reflects lower meter reading expense, meter removal and reset expense and clerical distribution expense. Incentive Compensation The cost element includes the incentive comoensation for (23,856) employees. The decrease is primarily due to accruing at a slightly decreased incentive level for 201 1 vs. 2010. OPEB The cost element includes OPEB benefit costs. The (1,707,151) decrease is primarily due to decreased costs based on actuary study in 2011 and lower ongoing SFAS 112 costs. Other Employee Benefits The cost element includes benefit costs for medical, dental, (3,919,948) life insurance, LTD and thrift plan. The decrease is primarily due to capitalization of pension funding in 2011. Outside Services The cost element includes charges for outside services for (1,592,397) operation and maintenance expense. The decrease is primarily due to decreased weatherization costs and decreased mains and services repairs. Rent and Leases The cost element includes rent for buildings and equipment 200,487 used by Pennsylvania employees. The increase is primarily due to allocation of CPA headquarters building and other CPA office locations. Corporate Insurance The cost element includes property, liability, officer and (352,893) director and other corporate insurance policies. The decrease is primarily due to decreased liability insurance. f njuries and Damages Based on Management's analysis, the injuries and damages 79,243 accrual was increased for the current year. Employee Expenses The cost element includes employee travel and expenses, 391,021 meals, meetings, employee awards, relocation expense and professional dues. The increase is primarily due to increased employee awards, travel and meals. Company Memberships The cost element includes industry and civic association (8,597) memberships. The decrease is primarily due to decreased civic association costs. Exhibit No.4 Schedule No. 3 Page 3 of 3 Witness: J. T. Gore Columbia Gas of Pennsylvania, Inc.. Rate Making Operation and Maintenance Expense by Cost Element Twelve Months Ended May 31 , 2011 and May 31, 2012 before Normalization lncrease/ Cost Element (Decrease) $ Utilities and Fuel Used The cost element includes utilities and fuel used in company 367,243 in Company Operations operations. The increase is primarily related to increased cell phone charges and gas company usage. This increase is partially offset by decreased landline costs. System Services The cost element includes labor and expenses billed by 1,030,679 NiSource Corporate Services. Please see Exhibit No.4, Schedule 11 for additional explanation of charges. U ncollectible Accounts The cost element includes charges for the uncollectible 2,736,226 accounts accrual. The increase is primarily due to an increase in the accrual based on management's analysis of receivables. Uncollectibles also increased for large volume customers. Uncollectible CAP The cost element includes charges for the CAP program. (7,559,374) The decrease is primarily due to timing of deferral and amortization of CAP shortfall and preprogram arrears. The decrease in shortfall was the primary cause of the decrease. Advertising The cost element includes general advertising expenses for 16,983 communications and customer information. The increase is due to increased general communications and customer information. Other O&M The decrease is primarily due to decreased amortization (6,933,129) for the USP rider. Materials and supplies also decreased. Royalties The cost element includes storage well rents and royalties. 43 PUC OCA, OSBA Fees The cost element includes commission fees. consumer 65,709 advocate fees, and office of small business advocate fees. The increase is primarily due to increased OCA and PSC fees. Charitable Contributions Includes contributions to local chambers of commerce, and (38,808) local civic groups. Contributions based on management discretion each year. Total Exhibit No. 4 Schedule No. 5 Witness: J. T. Gore Page z of3 zr. b. Date, percentage increase, and annual amount of each general payroll increase during the test year. Estimated Date Percent Annual Effective Increase Amount United Steelworkers of America - Local TLgg-oJ September 15, 2011 z.oo%o $5r,ooo United Steelworkers of America - Local 13836-14 September 15, 2011 z.oo%o $79,ooo UtilityWorkers Union of America -Incal475 September 30, 2011 2.OO% $r53,ooo UtilityWorkers Union of America -Local479 November L,2otL z.oo06 $7z,ooo United Steelworkers ofAmerica - Local r95z-r7 April r, zou 2.ooo/o $8..ooo $44z,ooo zr. c. Dates and annual amounts of merit increase or management salary adjustments. Date Estimated Effective Gross Clerical June t, 2o1t z.5ook $69,ooo Exempt (Refer to GAS-RR-z8) June t, 2ou 3.ooo/o $r94,ooo Manual Non-Union June 1, zott z.5o% $r7.ooo $z8o,ooo zr. d. Total annual payroll Increases in the testyear. Estimated Gross $69,ooo $r94,ooo Manual Non-Union $r7,ooo Union $aaz.ooo $7zz,ooo zr. e. Proof that the actual pa5,'roll plus the increases equal the pa5,'roll expense claimed in the supporting data (by categories of expenses). Total Labor (includes incentive compensation & new employees) charged to Operating and Maintenance Expense Per Books Twelve Months Ended May 3r, zorz $z4,zoz,8tg Adjustments (Exhibit No. +) $z,zgg.g8r Annualized May 3r, zorz $z6,qa2Soo Adjustments (Exhibit No. ro4) FTf $r.Tfi.as' Annualized May 3r, zor3 $2BJe4aEz Adjustments (Exhibit No. ro4) FFRY $6as.68o vftualized June So,2oL4 $z$49,q46 Exhibit No.4 Schedule No. 5 Witness: J. T. Gore Page r o| COLUMBIA GAS OF PENNSYLVANIA. INC. qg.sg III. BAI,ANCE SHEET AND OPERATING STATEMENT A. AII UTILITIES 21. Submit detailed computation of adjustments to operating expenses for salary, wage and fringe benefit increases (union and non-union merit, progression, promotion and general) granted during the test year and six months subsequent to the test year. Supply data showing for the test year: a. Actual pay'roll expense (regular and overtime separately) by categories of operating expenses, i.e., maintenance, operating transmission, distribution, other. Twelve Months Ended May gr. zorz Operation Maintenance Total $ $ $ Other Gas Supply o o o Underground Storage 126,425 L5,751 t4z,t76 Distribution 13,936,818 5,345,836 t9,282,654 Customer Accounts t,z7o,44B o t,27o,448 Customer Service & Informational o o o Sales Promotion o o o Administrative & General 3,507,54r o 3,507,54I Total Labor Charged to Expense t8,84t,232 536t,587 z4,zoz,Bt9 Neither the Uniform Systems of Accounts nor Company records distinguish between regular and overtime labor charged to functional accounts. Exhibit No.4 Schedule No.4 Page r of r Witness: J. T. Gore COLUMBIA GAS OF PENNSYLVANIA. INC. sg.sT III. BALANCE SHEET AND OPERATING STATEMENT A. ALL UTILITIES 2c. Supply detailed calculations of amortization of rate case expense, including supporting data for outside services rendered. Provide the items comprising the rate case expense claim (include the actual billings or invoices in support of each kind of rate case expense), the items comprising the actual expenses of prior rate cases and the unamortized balances. Response: See Exhibit No. ro4 Schedule 2 for adjustments to Operations and Maintenance expenses for the anticipated detailed costs of this current rate case presentation. Exhibit No. 4 Schedule No.s Witness: J. T. Gore Page 3 of3 COLUMBIA GAS OF PENNSYLVANIA. INC. sg.sg III. BALANCE SHEET AND OPERATING STATEMENT A. NI UTILITIES ztf. Detailed list of employee benefits and cost thereof for union and non-union personnel. Any specific benefits for executive and officers should also be included, and cost thereof. Response: See Exhibit No. ro4, Schedule No. z, Pages rt and rz. 2L g. Support the annualized pension costs figures. (i) State whether these figures included any unfunded pension costs. Explain. (ii) Provide latest actuarial study used for determining pension accrual rates. Response: See Exhibit No. 4, Schedule No. 6. zr h. Submit a schedule showing any deferred income and consultant fee to corporate officers or employees. Response: No deferred income or consultant fees to corporate ofiicers or employees are being claimed in this rate proceeding. Exhibit No. 4 Schedule No. 6 Page 1 of45 Witness: D. D. Schmelzer Columbia Gas of Pennsylvania employees participate in NiSource and Columbia Energy Group Pension Plans. Copies of both actuarial reports are attached. Exhibit No. 4 Schedule No. 6 Page2 ol 45 Witness: D. D. Schmelzer Consulting Retirement Actuarial Report NiSource lnc. NiSource Pension Plan Accounting lnformation Under ASC Topic 715 December 31 , 2010 Measurement Date O AgUHewn Exhibit No. 4 Schedule No. 6 Page 3 of 45 Wtness: D. D. Schmelzer NiSource, Inc. SWHew,itr fl{iS*urn** S*nsi**t $}$sn Benefit obligations and expense/(income) are calculated under U.S. Generally Accepted Accounting Principles as set forth in Accounting Standards Codification (ASC) Topic 715. The accumulated benefit obligation represents the actuarial present value of benefits based on service and pay earned as of the measurement date. The projected benefit obligation represents the actuarial present value of benefits based on service earned through the measurement date reflecting the effect of assumed future pay increases on ultimate benefit amounts. The service cost represents the actuarial present value of benefits that are attributed to the 2011 fiscal year, reflecting the effect of assumed future pay increases. The service cost includes interest to the end of the measurement period at the ASC 715 discount rate. The net periodic pension expense/(income) is the annual amount to be recognized in the income statement as the cost of pension benefits for this plan for the period ending December 31, 2011. SettlemenVcurtailment expense/(income) is the amount to be recognized in the income statement as the cost of special events such as settlements, curtailments, and the provision of certain termination benefits during fiscal 2011. The following pages contain the financial disclosures for the fiscal year ending December 31, 2010 and the determination of pension cost for the fiscal year ending December 31,2011. The following information is presented: Page NSRC-2 Financial Disclosures (as amended by ASC 715-20), FYE December 31, 2010 NSRC-4 Determination of Net Periodic Pension Cost for Fiscal 2010 and 2011 NSRC-S Development of Pre-ASC 715-20 Accrued or Prepaid Pension Cost NSRC-6 Development of Liability and Asset Gain or Loss NSRC-7 Development of Amortization of Gain or Loss NSRC-8 Amortization Schedules NSRC-9 Assumptions and Methods NSRC-17 Plan Provisions Consulting I Retirement Proprietary & Confidential I N54l lv1o_NisDurce Qualified Pension Plan.DOCi331/K1 0125155 February 2012 NSRC-1 Exhibit No. 4 Schedule No. 6 Page 4 of 45 Wtness: D. D. Schmelzer NiSource, Inc. AoruHe\,rift Finmn*im$ *{s*l*surcs {ms m*"n*n$*S $*5r A$t ?'tS-?S}, $:Yffi. $}*cmmbeg" $1, RSi * The 20'10 financial statements included the following disclosures under ASC 715-30. Accumulated Benefit Obligation, December 31, 2010 $ 1,356,503,948 Change in Projected Benefit Obligation During Fiscal 2010 Projected Benefit Obligation, December 31, 2009 $ 1,326,406,899 Service Cost 17,617,757 Interest Cost 70,797,427 Plan Amendments 0 Actuarial (Gain) Loss 63,325,371 Benefits Paid (102,622,440) Projected Benef it O bligation, December 31, 201 0 $ 1,375,525,014 Change in Plan Assets During Fiscal 2010 Plan Assets at Fair Value, December 31, 2009 $ 985,478,910 Actual Return on Plan Assets 143,687,070 Company Contributions 76,287,000 Benefits Paid (102,622,440) Plan Assets at Fair Value, December 31, 2010 $ 1 ,1 02,830,540 Net Amount Recognized, December 31, 2010 $ (272,694,474) Amounts Recognized In the Statement of Financial Position Noncurrent Assets $0 Current Liabilities 0 Noncurrent Liabilities (272,694,474\ Net Amount Recognized, December 31, 20'10 $ (272,694,474) Measurement Date December 31,2010 Amounts Recognized in Accumulated Other Comprehensive lncome Net Transition (Asset) Obligation Net Prior Service Cost 10,190,324 Net Actuarial (Gain) Loss 494.729.134 $ 504,919,458 Consulting I Retirement Proprietary& Confidential l N54'l lV10_Nisource Qualified Pension Plan.DOC/331/K1 0125155 Fetrruary 201? Exhibit No. 4 Schedule No. 6 Page 5 of 45 !\4tness; D- D. Schmelzer NiSource, Inc. frWHe*ift Total Cost for Fiscal 2010 Service Cost $ 17,617,757 Interest Cost 70,797,427 Expected Return on Plan Assets (83,932,198) Amortization of: Net Transition (Asset) Obligation 0 Net Prior Service Cost 2,657,165 Net (Gain) Loss 36,031,954 Net Periodic Pension Cost for Fiscal 2010 $ 43,172,105 One-Time Charge 0 Total Net Pension Cost for Fiscal 2010 $ 43,172,105 Other Ghanges in Plan Assets and Projected Benefit Obligation Recognized in Other Comprehensive Income Prior Service Cost (Credit) $o Net Actuarial (Gain) Loss 3,570,498 Less: (Gain)/Loss Recognized in One-Time Charge 0 Less: Prior Service Cost Recognized in One-Time Charge 0 Less: Amortization of Transitional (Asset) Obligation 0 Less: Amortization of Prior Service Cost (2,657,165) Less: Amortization of Net Actuarial (Gain) Loss (36,031,954) Total Recognized in Other Comprehensive Income $ (35,118,621) The estimated net actuarial loss, prior service cost, and transition obligation that will be amortized from accumulated other comprehensive income into net periodic pension cost during the 2011 fiscalyearare $32,178,075, $1,997,126, and $0, respectively. Weighted-Average Assumptions to Determine Benefit Obligations Discount Rate 5.00% Rate of Compensation Increases 4.00% Weighted-Average Assumptions to Determine Net Periodic Benefit Cost Discount Rate 5.54% Expected Long-Term Rate of Return on Plan Assets 8.75% Rate of Comoensation Increases 4.00% Expected Contributions for Fiscal 2011 $ 43,600,000 Estimated Future Benefit Payments The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid: Year(s) Pension Benefits 2011 $ 100,300,000 2012 104,450,000 2013 1 12,050,000 2014 111,400,000 2015 11 1,800,000 2016 - 2020 578,300,000 Consulting I Retirement Proprietary & Confidential I N541 1V1o_Nisource Qualified Pension Plan.DOC/331/Kl 0125155 February 2012 Exhibit No. 4 Schedule No. 6 Page 6 of 45 Wtness: D. D. Schmelzer NiSource. lnc. frUVHenrft ffi*t*rrnir"rmti*n *f Net F*r'i*die $}snsi*n Cost {*r F$s*m$ H*t* *nS RSl"t The following shows the funded status, assumptions, and expected components of net periodic pension cost for Fiscal 2010 and 2011. December 31, 2009 December 31,2010 Assumptions Discount Rate 5.54o/o 5.00% Expected Return on Assets 8.75o/o 8.75% Salary Scale 4.00% 4.00% Funded Status Projected Benefit Obligation $ (1,326,406,8e9) $ (1,375,525,014) Plan Assets as Fair Value 985,478,910 1,102,830,540 Funded Status $ (340,927,989) $ (272,694,474) Unrecognized Net Transition (Asset) Obligation 0 Unrecognized Prior Service Cost 12,847,489 10,190,324 Unrecognized Net (Gain) or Loss 527,190,590 494,729,134 Prepaid (Accrued) Pension Gost 199,1 10,090 232,224,984 Net Periodic Pension Cost Service Cost 17,617,757 15,886,914 Interest Cost on PBO 70,797,427 66,268,751 Expected Return on Assets (83,932,198) (94,450,172) Amortization of: Unrecognized Net Transition (Asset) Obligation 0 0 Unrecognized Prior Service Cost 2,657,165 1,997,126 Unrecognized Net (Gain) Loss 36,031,954 32,178,075 Net Periodic Pension Cost 43,172,105 21,880,694 One-Time Charge 0 0 Total Net Cost 43,172,',105 21,880,694 Expected Contributions D 76,187,000 43,600,000 Expected Benefit Payments 96,950,000 100,300,000 Market Related Value of Assets 985,478,910 s 1,102,830,540 Average Remaining Service 10.95 years 11.10years Consulting I Retirement Proprietary & Confidential I NS11V1o_Nisource Oualified Pension Plan,DOC/33'1/K1 0125155 Febuary 2012 Exhibit No. 4 Schedule No. 6 PageT of45 Wtness: D. D. Schmelzer NiSource, Inc. r[tmgrilmift **vwi*g:nn*nt *f $)r*-,&$* ?'.{S-tS A.suru*e$ *r $}r*pmi*$ $:wnsi*rr **st Development of Pre-ASC 715-20 Accrued or Prepaid Benefit Cost (1) (Accrued)/Prepaid Pension Cost at 1213112009 $ 199,1 10,090 (2) Fiscal Year 2010 ASC 715 Expense 43,172,105 (3) FiscalYear 2010 One-Time Charge (4) Contributions, 01lO1l2O1O to 1213112010 76.287.000 (5) (Accrued)/Prepaid Pension Cost a|1213112010, (1) - (2) - (3) + (4) $ 232,224,984 Consulting I Retirement Proprietary & Con{idential I N541 1V1o_Nisource Qualified Pension Plan.DOC/331/K1 0125155 February 2012 Exhibit No. 4 Schedule No. 6 Page 8 of 45 Wtness: D. D. Schmelzer lnc. {gUHr:*itr NiSource, S*vel*B:m*nt *f l-imhitlty mnd Assst Smin *r Lms* This page details the calculation of the liability and asset (gain)/loss. In addition, it develops the actual return on plan assets. Development of Liability (Gain)/Loss (1) Projected Benefit Obligation (PBO), 12t3112009 $ 1,326,406,899 (2) Service Cost 17,617,757 (3) Benefit Payments (102,622,440) (4) Interest Cost 70,797,427 (5) Expected PBO, (1) + (2) + (3) + (4) $ 1,312,199,643 (6) Amendment, 1213112010 0 (7) Expected PBO, (5) + (6) $ 1,312,199,643 (8) Actual PBO, 1213112010 1,375,525,014 (e) Liability (Gain)/Loss, (8) - (7) 63.325.371 Development of Asset (Gain)/Loss and Actual Return on Assets (1) Market Yalue, 1213112009 $ 985,478,910 (2) Contributions 76,287,000 (3) Benefit Payments (102,622,440) (4) Expected Return 83,932,198 (5) Expected Market Value of Assets, 1213112010 $ 1,043,075,668 (6) Actual Market Value, 1213112010 1j02330,540 (7) Asset (Gain)/Loss, (5) - (6) $ (59,754,872) (8) Actual Return on Assets, (4) - (7) $ 143,687,070 Consulting I Retirement Proprietary& Confidential l Ntr1'1V1o_NisourceQualifiedPensionPlan.DOCl33l/K1 0125155 February2012 Exhibit No.4 Schedule No. 6 Page I of 45 Witness: D. D. Schmelzer NiSource, Inc. SWHervitr S*v*!mp:rm*nt *f ,&rsi*r"t$xmti*n *f ffixln *t" L*s* Amortizable (Gain)/Loss The total (gain)/loss as defined by ASC Topic 715 is: (1) Unrecognized Net (Gain)/Loss, 12131/2009 $ 527,190,590 (2) Recognized(Gain)/Loss 36,031,954 (3) Asset (Gain)/Loss (59,754,872) (4) Liability(Gain)/Loss 63,325,371 (5) Unrecognized Net(Gain)/Loss,1213112010 (1)-(2)+(3)+(a) $ 494,729,134 Corridor Test ASC Topic 715 requires amortization of that portion of (gain)/loss in excess of the greater of 10% of the projected benefit obligation or 10To of the market related value of assets. The following calculation tests these limits: (1) Amortizable(Gain)/Loss $ 494,729,134 (2) Corridor Limit (a) 10o/o of Projected Benefit Obligation $ 137,552,501 (b) 10olo of Market Related Value of Assets $ 1 10,283,054 (c) Greater of (a) and (b) $ 137,552,501 (3) (Gain)/Loss Subject to Amortization $ 357,176,633 (4) Average Remaining Service 11.10years (5) (Gain)/Loss Amortized $ 32,178,075 Consulting I Retirement Proprietary& Confidential I N5411V1o_Nisource Qualilied Pension Plan.DOC/331/K1 0'125155 February 2012 Exhibit No. 4 Schedule No. 6 Page 10 of45 Witness: D. D. Schmelzer NiSource, Inc. /towHewnr Ammrt$emt!*s"l $*hsS r"* l*s Amortization of Net Transition (Asset) Obligation Years Remaining Unamortized Source of Date Began as of Balance Amortization Liability Amortization 011011201'l 01t0'U2011 Payment None Amortization of Prior Service Cost Years Remaining Unamortized Source of Date Began as of Balance Amortization Liability Amortization 0110112011 01t01t2011 Payment Amendment 10t01t2003 3.75 475,978 126,929 Amendment 10t01t2003 3.75 1,708,271 455,537 Amendment 10t01t2004 4.75 4,307,285 906,796 Amendment 10t01t2005 5.75 1,712,455 297,819 Amendment 10t01t2006 6.75 199,703 29,585 Amendment 01t01t2008 7.58 28,621 3,776 Amendment 01t01t2010 9.95 176,684 Total Consulting I Retirement Proprietary& Confidential I N541 1V10_NiSource Qualified Pension Plan.DOC/331/K1 01251$5 February 2012 Exhibit No. 4 Schedule No. 6 Page 11 of45 Wtness: D. D. Schmelzer NiSource, Inc. SgUlrer'irtr $unnrn*ry *f Assusnpil*ns nn$ k,{eth*Ss Measurement date December 31 Discount rate 5.00% Expected long-term rate of return on assets 8.75o/o Expected rate of future compensation increases See Table 1 Account balance interest crediting rate 4.50% Account balance annuity conversion rate 4.50o/o Increase in IRC section 415 benefit limits and 3.00% section aU @)(17 ) compensation limit Social Security wage base increases Future wage indices are based on a national wage increase of 3.00% per year. Socialsecurity COLA increases 3.00% O Optional payment form election percentage See Table 2 Lump sum conversion interest rate 3.77% for 11112011 Account Balance conversions. 4.50o/o for subsequent conversions. Lump sum conversion mortality Mortality basis in IRS revenue ruling 2001-62 Retirement age Active pafticipants See Table 3 Terminated vested participants Final average pay participants Age 60 Accou nt balance participants 50% immediale; 50o/o deferred to age 62 Consulting I Retirement Proprietary& Confidential I N5411v10-Nisource Qualified Pension Plan.DOCA3llKl 0125155 February2o12 NSRC-g Exhibit No. 4 Schedule No. 6 Page 12 of 45 Witness: D. D. Schmelzer NiSource, lnc. +4ofUFtrewrft Mortality rates Healthy lives RP-2000 combined healthy mortality table projected by Scale AA to 201'1 Disabled lives RP-2000 disabled mortality table Withdrawalrates Nonunion participants See Table 4 Union participants See Table 5 Disability rates See Table 6 Surviving spouse benefit It is assumed that 80% of males and 80% of females have an eligible spouse, and that males are 3 years older than their spouses. Benefit and compensation limits Projected benefits and compensation are limited by the current IRC section 415 maximum benefit of $195,000 and the a01(a)(17) compensation limit of $245,000. Actuarialcost method Projected unit credit cost method Market-related value of assets Equal to the market value of assets on December 31 Amortization schedule Prior service cost Amortization over average remaining service Unrecognized net (gains)/losses Gains or losses in excess of 10o/o corridor are amortized over average remaining service. Consulting I Retirement Proprietary& Confidential lN5411v1o_NisourceQualifiedPensionPlan.DOC/331/K1 0125155 February2012 NSRC-1o Exhibit No. 4 Schedule No. 6 Page 13 of45 Witness: D. D. Schmelzer 4mHe*ift NiSource. Inc. &*t*mr[m$ &ssurepti*ns mnS NJEethme$s Tmh$m"l $qsts sf Fu{ur* ***"*g:*l"rs*t$**t $**ne*s*s Age Rate 20-29 6.50% 30-34 5.00% 35-39 4.50% 40-49 4.00% >50 3.50% Consulting I Retirernent ProprietaFy& Confidential I N541 lv1o_NisourceQuali{iedPensionPlan-DOCl331/K1 0125155 February2012 NSRC-11 Exhibit No. 4 Schedule No. 6 Page 14 ol 45 Wtness: D. D. Schmelzer NiSource, Inc. Tmhl* ? *pti**te$ Faym**t S*rm ffiteet$** Fercesttege FinalAverage Pay Participants Account Balance Participants Nonunion: 100% lumo sum 50% life annuity 50% joint and 50% survivor annuity Union: 50% life annuity 50% joint and 50% survivor annuity with pop-up Consulting I Relirement Proprietary& Confidential 1N5411v10_NisourceQualifiedPensionPlan.DOC/331/Kl 0125155 February2012 NSRC-12 Exhibit No. 4 Schedule No. 6 Page 15 of45 Witness: D. D. Schmelzer NiSource, Inc. #roWHewifr Tsh$* S $R*ti rest'le stt $Qetms Final Averaqe Pav Participantsl Account Balance Age <25 Years 25+ Years Participants 55 5.00% 5.00% 2.00% 56 5.00% 5.00% 2.00% 57 5.00% 5.00% 2.00o/o 58 5.00% 5.00% 2.00o/o 50 5.00% 5.00% 2.00% 60 5.00% 40.00Yo 5.00% 61 5.00% 30.00% 5.00% 62 25.00o/o 30.00% 25.00o/o 63 10.00% 30.00% 10.00% 64 10.00% 30.00% 10.00% 65 50.00% 50.00% 50.00o/o 66+ 100.00% 100.00% 100.00% ' NiSource union participants who are under age 60 and who have greater than 85 points have assumed retirement rates of 20.00% pet year Consulting I Retirement Proprietary & Confidential I N541 1V1o_Nisource Qualitied Pension Plan.DOCI331/Kl 0125155 Februar!, ?012 NSRC-13 Exhibit No. 4 Schedule No. 6 Page 16 of45 Witness: D. D. Schmelzer NiSource, Inc. ItmlHewrfr Tmb$s S X${thdraws* Rnt*x*$**r"r r* c} I*n Fnrtis} pa*ts Years of Service Age 5+ :21 17.50Yo 17.50Yo 17.500 17.50o/o 17.50% 17.50% 22 16.700 16.700h 16.70o/o 16.70% 16.7lYo 16.70% ZJ 15.90Vo 1s.80% 15.80% 15.80% 15.80o/o 15.80% 24 15.90To 15.10To 15.10o/o 15.10o/o 15.10% 15.10% 25 15.90o/o 14.90o/o 14.30o/o 14.30% 14.30% 14.300/ zo 15.90o/o 14.90To 13.80% 13.60% 13.60% 13.60% 27 15.90To 14.90o/o 13.80% 12.800/o 12.80% 12.80% 28 15.90% 14.90o/o 13.80% 12.80% 12.10% 12.100 29 15.90% 14.90To 13.80% 12.900k 11.90% 11.50% 30 15.90% 14.90o/o 13.80% 12.80% 11.90% 10.80% 2.4 15.90o/o 14.90o/o 13.80% 1230% 11.90% 10.200h JZ 15.90% 14.90Yo 13.80% 12.80% 11.90% 9.60% 15.90% 14.90o/o 13.80% 12.80% 11.90o/o 9.00% 34 15.900 14.900/0 13.80% 12.800/o 11.90% 8.50% 15.90% 14.90o/o 13.80% 12.80% 11.90% 7.90% JO 15.90To 14.90Yo 13.80% 12.80% 11.90% 7.40o/o 15.900h 14.90o/o 13.80% 12.800/o 11.90% 6.90% 38 15.90Yo 14.90% 13.80% 12.80% 11.90% 6.50% JY 15.90Yo 14.90% 13.80% 12.80% 11.90% 6.00% 40 15.90% 14.90% 13.80% 12.80% 11.90% 5.60% 41 15.90% 14.90% '13.80% 12.80% 11.90o/o 5.20o/o 42 15.90% 14.90o/o 13.80% 12.80Yo 11.900k 4.90o/o 43 15.90% 14.900h 13.80% 12.80o/o 11.90o/o 4.50Yo 44 '15.90% 14.90% 13.80% 12.80% 11.90o/o 4.200 45 l4 ono/^ 14.90% 13.80% 12.80Yo 11.90Yo 3.90% 46 15.900h 14.90o/o 13.80% 12.80o/o 11.90To 3.60% 47 15.90% 14.90% 13.80% 12.80% 11.900h 3.40Yo 48 15.90% 14.90% 13.80% 12.80o/o 11.90To 3.1jYo 49 15.90% 14.90Yo 13.80% 12.80o/o 11.90% 2.90Vo 50 15.90% 14.90Yo 13.80% 12.80o/o 11.90o/o 2.70o/o 51 15.90Yo 14.90o/o 13.80% 12.80o/o 11.90% 2.60% 52 15,90% 14.90o/o 13.80% 12.80To 11.900h 2.400h 53 15.90% 14.90o/o 13.80% 12.80% 11.90% 2.30Yo 54 15,90Yo 14.90o/o 13.80% 12.80Yo 11.90Yo 2.20o/o 15.90Yo 14.900/o '13.80% 12.80o/o 11.90% 2.20o/o 56 15.90% 14.90o/o 13.80% 12.80To 11.90% 2.10o/o 57 15.90Yo 14.90% 13.80% 12.800/o 11.90% 2.10o/o EQ 15.90% 14.90% 13.80% 12.800/o 11.90o/o 2.00o/o 59 15.90% 14.90% 13.80% 12.80% 11.90o/o 2.00o/o 60 '15.90% 14.90% 13.80% 12.80o/o 11.90o/o 1.90Yo 61 15.90% 14.90% 13.80Yo 12.80Yo 11.90Yo 1.90% 62 15.90% 14.90o/o 13.80% 12.80Yo 11.90o/o 1.800k OJ 15.90% 14.90% 13.80% 12.80Yo 11.90Yo 1.70o/o 64 15.90% 14.90o/o 13.80% 12.80Yo 11.90Yo 1.60Yo 65+ 15.90% 14.90o/o 13.80% 12.80To 11.90o/o 1.50o/o Consulting I Retirement Proprietary& Confidential I N5411V1o_Nisource Qualilied Pension Plan.DOC/331/K1 0125155 February 2012 NSRC-14 Exhibit No. 4 Schedule No. 6 Page 17 of 45 Witness: D. D. Schmelzer Inc. SmHentr NiSource, Tmble S Wit$r$ r*we$ Retes*t-i n [o*r F*rti*[ g:*srts Years of Service Years of Service Present Aoe <5 5+ Present Aoe <5 5+ 15 16.00% 8.00% 35 8.00% 4.00% 16 16.00% 8.00% Jb 7.400/o 3.70o/o 17 16.00% 8.00% a7 6.80% 3.40o/o 18 16.00% 8.00% 38 6.20o/o 3.10% 19 16.00% 8.00% JV 5.60% 2.80o/o 20 16.00% 8.00% 40 5.00% 2.50% 21 15.60% 7.80o/o 41 4.80% 2.40% 22 15.20o/o 7.60% 42 4.60% 2.30% 23 14.80o/o 7.40o/o 43 4.40o/o 2.20o/o 24 14.40% 7.20o/o 44 4.20o/o 2.10% 25 14.00o/o 7.00% 45 4.00o/o 2.00o/o 26 13.60% 6.80% 46 3.80% 1.900 27 1320% 6.60% 47 3.60% 1.80o/o 28 12.80% 6.40Yo 48 3.40o/o 1.70% 29 12.40o/o 6.20% 49 3.20% 1.60Yo 30 12.00% 6.00% 50 3.00% 1.50% 31 11.20o/o 5.60% 51 2.40o/o 1.20% 32 10.40Yo 5.20% 52 1.80% 0.90% 33 9.60% 4.B1Yo CJ 1.20Y0 0.60% 34 8.80% 4.40o/o 54 0.60% 0.30% 55+ 0.00% 0.00% Consulting I Retirement Proprielary& Confidential 1N5411V1o_NiSourceQualifiedPensionPlan.DOC/331/K1 0125155 February2012 NSRC-15 Exhibit No. 4 Schedule No.6 Page 18 of45 Witness: D. D. Schmelzer NiSource, Inc. AofUHewn Tm!:$* $ S[snbitr$t5* $Ratss Age Male Female Female 20 0.052% 0.052% 50 0.413To 0.575% 21 0.053% 0.056% 51 0.463% 0.613% 22 0.054% 0.060% 52 0.513% 0.650% 23 0.055% 0.064% 53 0.563% 0.700To 24 0.056% 0.067% 54 0.625% 0.738Yo 25 0.057% 0.071% 55 0.688% 0.783% 26 0.058% 0.075% 56 0.762% 0.825Yo 27 0.059% 0.075o/o 57 0.856% 0.875% 28 0.060% 0.081% 58 0.97SYo 0.950% 29 0.061% 0.083% 59 1.075o/o 1.050o/o 30 0.062% 0.087% 60 1.175% 1.150% 31 0.0640/o 0.092o/o 61 1.325Yo 1.275o/o 32 0.065% 0.113o/o 62 1.500% 1.450o/o 33 0.067% 0.125% 63 1.665% 1.6250/o 34 0.069% 0.142% 64+ 1.725o/o 1.725% 35 0.071% 0.158o/o 36 0.073o/o 0.175o/o 37 0.078% 0.194% 38 0.083% 0.217% 39 0.092% 0.238% 40 0.100% 0.2630/o 41 0.116% 0.283Yo 42 0.1310 0.313% 43 0,145o/o 0.338% 44 0.170o/o 0.3670/o 45 0.200o/o 0.400o/o 46 0.244o/o 0.431% 47 0.2800/o 0.463% 48 0.325% 0.4960/o 49 0.363% 0.533% Consulting I Retirement Proprietary& Confidential I N5411V1o_Nisource Qualified Pension Plan.DOC/331/K1 0125155 February2012 NSRC-16 Exhibit No.4 Schedule No. 6 Page 19 of45 Witness: D. D. Schmelzer NiSource, Inc. SmHnvitr $unrr*mry *f F$mn Fr*visr*ns Effective date January 1, 1945, restated effective January 1,2010 Eligibility for participation Any person receiving remuneration for services rendered to Northern Indiana Public Service Company is eligible. Eligible employees participate on their date of hire. Normal retirement Eligibility Age 65 and 5 years of service Benefit Union participants Effective June '1 ,2004, the plan was amended to allow all union participants a one-time choice between the following benefit and the Account Balance benefit. The sum of (a) and (b): (a) 0.575% of final five-year average compensation times years of credited service (maximum 30 years) (b) Years of credited service times applicable job class monthly benefit rate times 12 For employees terminating on or after June 1, 2001, the applicable job class benefit rate is the following: Job Classification Rate A $ 23.96 B $ 29.56 c $ 35.19 D $ 40.80 E $ 46.44 Benefit is subject to a minimum of $4,200 per year. Consulting I Reiirement Proprietary& Confidential I N5411v1o_Nisource Qualilied Pension Plan.DOC/331/K1 0'125155 February2012 NSRC-I7 Exhibit No. 4 Schedule No. 6 Page 20 ol 45 Witness: D. D. Schmelzer NiSource. lnc. /tuuHewrtr Nonunion participants Effective January 1,2002, the plan was amended to allow all nonunion participants a one-time choice between the following benefits and the account balance benefit. The sum of (a) and (b): (a) 1 .70o/o of final five-year average compensation times years of credited service (maximum 30 years) (b) 0.60% of final five-year average compensation times years of credited service over 30 years Benefit is subject to a minimum of $4,200 per year. Account Balance benefit A cash balance benefit with pay credits based on the following schedule: Percentage of Age Plus Service Percentage of Compensation Above Points Compensation l12Taxable Wage Base Less than 45 5.00h 2.0o/o 45-59 6.5% 2.0o/o 60 -74 8.0% 2.0o/o 75 or more 10.jYo 2.Oo/o For the account balance benefit, the participant's accrued benefit as of December 31, 2001 (December 31, 2004 for union participants) was converted to an opening balance. The account balance is credited with interest equal to the greater of 4% or 30- year Treasuries. Certain prior accrued benefits are guaranteed as minimum benefits. Nonexempt participants hired after January 1, 2002 (June 1, 20041or union participants) will receive the account balance benefit. Exempt participants hired between January 1,2002 and January 1, 2006 received the account balance benefit. Consulting I Retirement Proprietary & Confidential 1N5411Vlo_NisourceQualifiedPensionPlan.DOC/331/K1 0125155 February20l2 N$RC-18 Exhibit No. 4 Schedule No. 6 Page21 oI45 Wtness: D. D. Schmelzer NiSource. lnc. 6rumHe\\dfr Account Balance 2011 benefit Effective January 1, 2006, the plan was amended for all exempt participants. A new cash balance benefit was implemented with pay credits based on the following schedule: Percentage of Age Plus Service Percentage of Compensation Above Points Compensation 1/2 Taxable Wage Base Less than 50 4.0% 1.0% 50-69 5.0o/o 1.00/o 70 or more O.U-/o 1.0% All exempt hires after January 1, 2006 will participate in the new program. Existing exempt employees were given a one-time choice of switching to the new program on January 1, 2006 or waiting until January 1,2011. Nonunion nonexempt employees hired after January 1, 2008 also participate in the new program. Allother nonunion nonexempt employees will be switched over on January 1,2013. For final average pay participants, the participant's accrued benefit as of the date they are switched to the new program is converted to an opening balance. The account balance is credited with interest based on 30-year Treasuries. Certain prior accrued benefits are guaranteed as minimum benefits. Early retirement Eligibility Age 55 and 10 years of service Benefit Union and nonunion final A benefit equalto the normal retirement benefit based on years of Average pay benefit credited service and final five-year average compensation at the date of termination. lf payments begin before age 65, the payments are reduced by 6% per year for the first five years and 4% per year for the next five years. lf a participant retires with 25 years of service, there is no reduction at ages 60-64, payments are reduced by 60/o at 59, and by 4% per year for each ofthe next four years. No reductions apply if a union participant retires with 85 age plus service points. Account balance benefit The participant is always entitled to their entire vested cash balance at termination or retirement. Consulting I Retirement Proprietary& Confidential I N541 1V1o_Nisource Qualified Pension Plan.DOC/331/Kl 0125155 February2012 Exhibit No. 4 Schedule No. 6 Page 22 of 45 Witness: D. D. Schmelzer NiSource, lnc. AuuHemnr Temporary supplemental benefit Final average pay participants (and nonunion account balance participants hired before January 1,2002) retiring after age 60 with 25 years of service will receive a supplemental benefit until age 65 equal to the following: Union participants: The amount varies depending on job classification according to the following table. Union participants may receive a reduced benefit prior to age 60 if retiring with 85 points. Job Classification Benefit A $ 9,720 B $ 10,020 c $ 10,440 D $ 10,440 E $ 10,440 Nonunion participants: 80o/o ol the maximum Social Security benefit payable to someone age 65, rounded to the next highest multiple of $10. This benefit was frozen at its current level as of January 1,2004 and is not available to employees who first become participants after January 1,2002. Account Balance 2011 participants are not eligible for a supplement. Vested termination Eligibility Three years of service Benefit Union and nonunion Final A monthly benefit equalto the normal retirement Average pay benefit benefit based on five-year average compensation and credited service at the date of termination, subject to a minimum of $25 per month for each year of service up to 10 years. Payments may begin after the eligibility requirements for early retirement have been satisfied. Vested termination benefits that begin before normal retirement will be reduced based on the early retirement factors for a retiree with less than 25 years. Account balance benefit The participant is always entitled to their entire vested cash balance at termination or retirement. Consulting I Retirenent Proprietary& Confidential I N5411V1o_NisourceQualifiedPensionPlan.DOCi33l/K1 0125155 February/2012 Exhibit No. 4 Schedule No. 6 Page 23 of 45 Wtness: D. D. Schmelzer NiSource, Inc. SmHe.wift Disability retirement Eligibility Union participants 15 years of service (3 years if injured on the job) Nonunion participants Three years of service and disabled due to injury on the job Benefit Final average pay participants A monthly benefit payable immediately based on five-year average compensation and credited service at the date of disability (or 25 years if greater and injury is on the job) Account balance participants The participant is entitled to their entire vested cash balance upon disability. Other disability benefits Eligibility Nonunion participants Qualification for benefits under the employer's longterm disability plan Benefit Final average pay benefit Eligible employees are deemed to receive the same compensation as at the date of disability and continue to earn credited service as long as the disability continues. Account balance benefit Eligible employees continue to earn pay credits based on the same compensation as at the date of disability. Preretirement death Eligibility Three years of service Benefit Final average pay participants 50% of normal retirement benefit as of the participant's date of death, reduced for 50% joint and survivor annuity, and reduced for payment at the participant's earliest retirement eligibility. Benefit payable only to eligible spouse. Account balance participants A life annuity actuarially equivalent to the account balance as of the date of death (may elect to receive as a lump sum) Consulting I Retirement Proprietary& Confidential 1N5411V10_NiSourcOualifiedPensionPlan.DOCi33llKl 0125155 February2012 NSRC-z1 Exhibit No. 4 Schedule No. 6 Page24 of 45 \Mtness: D. D. Schmelzer NiSource. Inc. AguHewift Normal form of annuity Without spouse Life annuity With spouse 50% joint and survivor annuity. Participant receives reduced lifetime benefit and, in event of participant's death, 50% of reduced benefit contlnued to surviving spouse. For account balance participants, if the spouse dies before participant and within 60 months after the annuity start date, benefit increases to life annuity value. Optional forms of annuity Life annuity; 100%, 75%, or 50% joint and survivor annuity (final average pay participants only); 100%,66 213%,50% pop-up, 33 113%joint and survivor annuity, or lump sum (account balance participants only). Actuarialequivalence Factors as provided in the plan document Definitions Credited service Employees earn credited service from the day of hire through the date of termination. Union employees earn an hour of service for each hour paid or entitled to payment. Compensation Final average pay participants Total salary or wages, including overtime, banked vacation, and bonuses, before any reductions under IRC sections 125 and 401(k), excluding bonuses of salaried employees in excess of 50% of base pay. Compensation considered for benefit purposes is limited to $245,000 based upon the provision of the IRC section au@)(17). Account balance participants Base salary or wages including shift differential, performance- based pay, banked vacation, and commissions, before any reductions under IRC sections 125 and 401(k), but excluding overtime. Compensation considered for benefit purposes is limited to $245,000 based upon the provision of the IRC section au@)(17). Five-year average compensation Union participants Highest average annual compensation for any five consecutive calendar years. For participants retiring on or after age 65, shall not be less than the average for the 60 consecutive months immediately preceding normal retirement date. Nonunion participants Highest average annual compensation for any 60 consecutive calendar months within the last 120 months of employment. Consulting I Reiirement Proprietary& Confidential 1Nff11V1o_NisourceOualifiedPensionPlan.DOC/331/K1 0125155 February2012 Exhibit No. 4 Schedule No. 6 Page 25 of 45 Witness: D. D. Schmelzer Consulting Retirement Actuffinia! Report NiSource Inc. Columbia Energy Group Pension PIan Accounting lnformation under ASC Topic 715 December 31 , 2010 Measurement Date /tguHewrtr Exhibit No. 4 Schedule No. 6 Page 26 of 45 Witness: D. D. Schmelzer NiSource, Inc. SofUHerryifr **!*n:hin Sn*ngy Gr**rp Fsnsi*rl P$*n Benefit obligations and expense/(income) are calculated under U.S. Generally Accepted Accounting Principles as set forth in Accounting Standards Codification (ASC) Topic 715. The accumulated benefit obligation represents the actuarial present value of benefits based on service and pay earned as of the measurement date. The projected benefit obligation represents the actuarial present value of benefits based on service earned through the measurement date reflecting the effect of assumed future pay increases on ultimate benefit amounts. The service cost represents the actuarial present value of benefits that are attributed to the 2011 fiscal year, reflecting the effect of assumed future pay increases. The service cost includes interest to the end of the measurement period at the ASC 715 discount rate. The net periodic pension expense/(income) is the annual amount to be recognized in the income statement as the cost of pension benefits for this plan for the period ending December 31,2011. SettlemenUcurtailment expense/(income) is the amount to be recognized in the income statement as the cost of special events such as settlements, curtailments, and the provision of certain termination benefits during fiscal 2011. The following pages contain the financial disclosures for the fiscal year ending December 31 , 2010 and the determination of pension cost for the fiscal year ending December 31,2011. The following information is presented: Page CEG-2 Financial Disclosures (as amended by ASC 715-20), FYE December 31 , 2010 CEG-4 Determination of Net Periodic Pension Cost for Fiscal 20'10 and 2011 CEG-5 Development of Pre-ASC 715-20 Accrued or Prepaid Pension Cost CEG-6 Development of Liability and Asset Gain or Loss CEG-7 Development of Amortization of Gain or Loss CEG-8 Amortization Sched ules CEG-9 Assumptions and Methods cEG-17 Plan Provisions Consulting I Retirement Proprietary& Coniidential J N5411V10 Columbia Oualified Pensicn Plan.DOCi331iK1 0125155 Febrilarv 2012 Exhibit No. 4 Schedule No. 6 Page27 ot45 Vvitness: D. D. Schmelzer NiSource, Inc. AWHewitr $''$ Finm**!m$ Sis*l*sr.rrms {*s m$n*rte*wS *:y ,e$t Tt $-RS}, $rYffi. il*cernF:*r , RSt * The 2010 financial statements included the following disclosures under ASC 715-30. Accumulated Benefit Obligation, December 31, 2010 $ 910,710,985 Change in Projected Benefit Obligation During Fiscal 2010 Projected Benefit Obligation, December 31, 2009 $ 868,304,406 Service Cost 17,706,958 Interest Cost 46,375,584 Plan Amendments 0 Actuarial (Gain) Loss 72,906,665 Benefits Paid (70,151,744\ Projected Benefit Obligation, December 31, 2010 $ 935,141 ,869 Change in Plan Assets During Fiscal 2010 Plan Assets at Fair Value. December 31 , 2009 $ 607,754,517 Actual Return on Plan Assets 88,719,271 Company Contributions 78,900,000 Benefits Paid (70,151,744) Plan Assets at Fair Value. December 31.2010 $ 705,222,044 Net Amount Recognized, December 31, 2010 $ (229,919,825) Amounts Recognized In the Statement of Financial Position Noncurrent Assets $o Current Liabilities 0 Noncurrent Liabilities (229,919,825) Net Amount Recognized, December 31, 2010 $ (22e,919,825) Measurement Date December 31,2010 Amounts Recognized in Accumulated Other Comprehensive lncome Net Transition (Asset) Obligation Net Prior Service Cost (22,312,003) Net Actuarial (Gain) Loss 311.848.873 $ 289,536,870 Consulting I Relirement Proprietary & Confidential I N541 1V1O_ Columbia Qualified Pension Plan.DOCi33l/K1 0125155 February 20'12 CEG-2 Exhibit No. 4 Schedule No. 6 Page 28 of 45 Witness: D. D. Schmelzer NiSource, Inc. frUUHe.*ifr Total Cost for Fiscal 2010 Service Cost $ 17,706,958 Interest Cost 46,375,584 Expected Return on Plan Assets (52,458,516) Amortization of: Net Transition (Asset) Obligation 0 Net Prior Service Cost (2,719,913) Net (Gain) Loss 17,687,561 Net Periodic Pension Cost for Fiscal 2010 $ 26,591,674 One-Time Charge 0 Total Net Pension Cost for Fiscal 2010 $ 26,591,674 Other Changes in Plan Assets and Projected Benefit Obligation Recognized in Other Comprehensive lncome Prior Service Cost (Credit) $0 Net Actuarial (Gain) Loss 36,645,910 Less: (Gain)/Loss Recognized in One-Time Charge 0 Less: Prior Service Cost Recognized in One-Time Charge 0 Less: Amortization of Transitional (Asset) Obligation 0 Less: Amortization of Prior Service Cost 2,719,913 Less: Amortization of Net Actuarial (Gain) Loss (17,687,561) Total Recognized in Other Comprehensive Income $ 21,678.262 The estimated net actuarial loss, prior service cost, and transition obligation that will be amortized from accumulated other comprehensive income into net periodic pension cost during the 2011 fiscal yearare $19,442,091 , ($2,719,913), and $0, respectively. Weighted-Average Assumptions to Determine Benefit Obligations Discount Rate 5.00% Rate of Comoensation Increases 4.00% Weighted-Average Assumptions to Determine Net Periodic Benefit Cost Discount Rate 5.54% Expected Long-Term Rate of Return on Plan Assets 8.75% Rate of Compensation Increases 4.00% Expected Contributions for Fiscal 201 I $ 88,000,000 Estimated Future Benefit Payments The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid: Year(s) Pension Benefits 2011 $ 62,850,000 2012 71 ,150,000 2Q13 61,800,000 2014 68,700,000 2015 71,700,000 2016 - 2020 459,550,000 Consulting I Retirement Proprietary & Confidential I N541 1Vl0_ Columbia Oualified Pension Plan.DOC/331/Kl 0125155 February 2012 Exhibit No. 4 Schedule No. 6 Page 29 of 45 \Mtness: D. D. Schmelzer NiSource, Inc. /€nmHwdn Set*rt'ninmt$*v: *f fS*t $)*rimeii* F*nsiuxr **st f*r Flscm! ilS'1* mr:S trS"$ I The following shows the funded status, assumptions, and expected components of net periodic pension cost for Fiscal 2010 and2011: December 31, 2009 December 31 2010 Assumptions Discount Rate 5.54% 5.00% Expected Return on Assets 8.75o/o 8.75% Salary Scale 4.00% 4.00o/o Funded Status Projected Benefit Obligation $ (868,304,406) $ (935,141,869) Plan Assets as Fair Value 607,754,517 705,222,044 Funded Status $ (260,549,889) $ (22e,e19,825) Unrecognized Net Transition (Asset) Obligation 0 0 Unrecognized Prior Service Cost (25,031,916) (22,312,003) Unrecognized Net (Gain) or Loss 292.890.524 31 1,848,873 Prepaid (Accrued) Pension Cost 7,308,719 59,6{7,045 Net Periodic Pension Cost Service Cost 17,706,958 17,557,966 lnterest Cost on PBO 46,375,584 45,185,843 Expected Return on Assets (52,458,516) (64,160,939) Amortization of: Unrecognized Net Transition (Asset) Obligation 0 Unrecognized Prior Service Cost (2,71e,e13) (2,719,913) Unrecognized Net (Gain) Loss 17,687,561 19.442.091 Net Periodic Pension Cost $ 26,591,674 15,305,048 One-Time Charge 0 Total Net Cost $ 26,591,674 15,305,048 Expected Contributions $ 78,971,000 $ 88,000,000 Expected Benefit Payments $ 62,400,000 $ 62,850,000 Market Related Value of Assets $ 607,754,517 $ 705,222,044 Average Remaining Service 11.65 years 11.23 years Consulting I Retirement Proprietary & Confidential I N541 1V10_ Columbia Qualified Pensicn Plan.DOCi331/K1 0125155 Febtuary 2012 Exhibit No. 4 Schedule No. 6 Page 30 of 45 Witness: D. D. Schmelzer NiSource, Inc. fruuHe,wifr **v*$uprn*nt sf Fr*-A$t 7'1S-RS A**r*ed *r Fr*p*i* F*ns$**r il*st Development of Pre-ASC 715-20 Accrued or Prepaid Benefit Cost (1) (Accrued)/Prepaid Pension Cost a11213112009 $ 7,308,719 (2) FiscalYear 2010 ASC 715 Expense 26,591,674 (3) Fiscal Year 2010 One-Time Charge 0 (4) Contributions,0110112010to 1213112010 78,900,000 (5) (Accrued)/Prepaid Pension Cost at1213112010, (1) - (2) - (3) + (4) $ 59,617,045 Consulting I Relirement Proprietary & Confidential I N541 1V10_ Columbia Oualified Pension PIan.DOC/331/K1 0125155 February 2012 Exhibit No. 4 Schedule No. 6 Page 31 of45 tA/itness; D. D. Schmelzer NiSource, Inc. SWHewitt Sev*[*p*"rt*nt *f [-$mhi{its* sst$ -&sset ffimin *r [-*ss This page details the calculation of the liability and asset (gain)/loss. In addition, it develops the actual return on plan assets. Development of Liability (Gain)/Loss (1) Projected Benefit Obligation (PBO), 12t31t2009 $ 868,304,406 (2) Service Cost 17,706,958 (3) Benefit Payments (70,151,744) (4) Interest Cost 46,375,584 (5) Expected PBO, (1) + (2) + (3) + (4) $ 862,235,204 (6) Amendment, 1213112010 (7) Expected PBO, (5) + (6) 862,235,204 (8) ActualPBO, 1213112010 935,141,869 (e) Liability (Gain)/Loss, (8) - (7) 72.906.665 Development of Asset (Gain)/Loss and Actual Return on Assets (1) Market Value, 1213112009 $ 607,754,517 (2) Contributions 78,900,000 (3) Beneflt Payments (70,1s1,744) (4) Expected Return 52,458,516 (5) Expected Market Value of Assets, 1213112010 $ 668,961,289 (6) Actual Market Value, 1213112010 705,222,044 (7) Asset (Gain)/Loss, (5) - (6) $ (36,260,755) (8) Actual Return on Assets, (4) - (7) $ 88,719,271 Consulting I Retirement Proprietary & Confidentiaf I N541 1V10_ Columbia Oualitied Pension Plan.DQCI331/K1 0125155 February 2012 Exhibit No. 4 Schedule No. 6 Page 32 of 45 Witness: D. D. Schmelzer NiSource. Inc. AOWHer"ritr ffi*xs*lns*:*r"lt *f &*r*rtiaatisn nf Gmim cr L**s Amortizable (Gain)/Loss The total (gain)/loss as defined by ASC Topic 715 is: (1) Unrecognized Net (Gain)/Loss, 1213112009 $ 292,890,524 (2) Recognized(Gain)/Loss 17,687,561 (3) Asset (Gain)/Loss (36,260,755) (4) Liability(Gain)/Loss 72.906.665 (5) Unrecognized Net(Gain)/Loss, 1213112010 (1)-(2)+(3)+(4) $ 311,848,873 Gorridor Test ASC Topic 715 requires amortization of that portion of (gain)/loss in excess of the greater of 10% of the projected benefit obligation or 10o/o of the market related value of assets. The following calculation tests these limits: (1) Amortizable(Gain)/Loss $ 311,848,873 (2) Corridor Limit (a) 10o/o of Projected Benefit Obligation $ 93,514,187 (b) 10% of Market Related Value of Assets $ 70,522,204 (c) Greater of (a) and (b) $ 93,514,187 (3) (Gain)/Loss Subject to Amortization $ 218,334,686 (4) Average Remaining Service 11.23 years (5) (Gain)/Loss Amortized $ 19,442,091 Consulting I Relirement Proprietary & confidential I N5411v10_columlria oualified Pension Plan.Docl331/K1 0125155 Febuary20'12 Exhibit No. 4 Schedule No. 6 Page 33 of 45 Wtness: D. D. Schmelzer NiSource, Inc. Sgf$Hernift Am*rtix*ti*sr $*heSu !*s Amortization of Net Transition (Asset) Obligation Years Remaining Unamortized Source of Date Began as of Balance Amortization Liability Amortization 01/01/2011 01/01/2011 Payment None Amortization of Prior Service Cost Years Remaining Unamortized Source of Date Began as of Balance Amortization Liability Amortization 01t01t2011 01101t2011 Payment Amendment 10101t2005 7.75 $ (13,497,366) (1,741,596) Amendment 10to1t2006 8.75 75,725 8,654 Amendment 01t01t2008 8.75 (75,725) (8,654) Amendment o'1101t2008 9.01 (8,815,219) (978,382) Amendment 01t01t2008 9.01 582 65 Total $-Im6mI @ Consulting I Retirement Proprietary& Confidential I N5411V10 Columbia Oualified Pension Plan.DOC/331/Kl 0125155 Februarv 2012 Exhibit No. 4 Schedule No. 6 Page 34 of 45 Wtness: D. D. Schmelzer NiSource, Inc. /luuHen{fr $urnrnmry *f .&ssugnpti*r"l* mr"r$ fut*th*ds Measurement date December 31 Discount rate 5.00% Expected long-term rate of return on assets 8.75% Expected rate of future compensation increases See Table 1 Account balance interest crediting rate 4.50% Account balance annuity conversion rate 4.50% Increase in IRC section 415 benefit limits and 3.00% section aU @)(17) compensation limit Social Security wage base increases Future wage indices are based on a national wage increase of 3.00% per year Social Security COLA increases 3.00% Optional payment form election percentage See Table 2 Lump sum conversion interest rate 3.77o/o for 11112011 Account Balance conversions. 4.50% for subsequent conversions. Lump sum conversion mortality Mortality basis in IRS revenue ruling 2001-62 Retirement age Active participants See Table 3 Terminated vested participants Final average pay participants Age 60 Accou nt balance participants 50% immediate; 50% deferred to age 62 Consulting I Retirement Proprietary& Confidential I N5411V10_CoiumbiaQualifledPensionPlan.DOC/331iKl 0125155 February2012 Exhibit No. 4 Schedule No. 6 Page 35 of45 Wtness: D. D. Schmelzer NiSource. lnc. SWfHewift Mortality rates Healthy lives RP-2000 combined healthy mortality table projected by Scale M to 2011 Disabled lives RP-2000 disabled mortality table Withdrawalrates Nonunion participants See Table 4 Union participants See Table 5 Disability rates See Table 6 Surviving spouse benefit It is assumed that 80% of males and 80% of females have an eligible spouse, and that males are 3 years older than their spouses. Benefit and compensation limits Projected benefits and compensation are limited by the current IRC section 415 maximum benefit of $195,000 and the 401(a)(17) compensation limit of $245.000. O Actuarialcost method Projected unit credit cost method Market-related value of assets Equal to the market value of assets on December 31 Amortization schedule Prior service cost Amortization over average remaining service Un recogn ized net (gains)/losses Gains or Losses in excess of 10% corridor are amortized over average remaining service. Consulting I Retirement Proprietary & Confidential I N541 1V10_ Columbia Qualified Pension Plan.DOCl331/K1 0125155 February 2012 CEG-10 Exhibit No. 4 Schedule No. 6 Page 36 of 45 Wtness: D. D. Schmelzer NiSource. lnc. /tgvHewrtr A*tumrim| &*s*nnpt!*ns mn$ k4stfi*Ss Tm[:t* "l Rafe *f Fut*"*r* **n.ttg:s*rsat$*st t*]*rees*s Age Rate 20-29 6.50% 30-34 5.00% 35-39 4.50o/o 40-49 4.00% 50+ 3.50% Consulting I Retirement Proprietary& Confldential I N541'1V10_ColumbiaQualinedPensionPlan.DOC/331/K1 0125155 February2012 CEG-11 Exhibit No. 4 Schedule No. 6 Page 37 of 45 Witness: D. D. Schmelzer NiSource, Inc. dtm*rrer{.itr T*h$* t * g:tin ne F $**yme rxt $* rm N[e*ti*st $]**"*e*:te g* FinalAverage Pay Participants Account Balance Participants 20o/o ltfe annuity 100% lump sum 80% lump sum Consulting I Retirement Proprietary& Confidential I N5411V'10_ColumbiaOualifiedPensionPlan.DOC/331/K'l 0125155 February2o12 CEG-12 Exhibit No. 4 Schedule No.6 Page 38 of 45 \Nitness: D. D. Schmelzer NiSource, Inc. AguHewnr Tmble $ R*t$rettt*nt Rmtes Present FinalAverage Pay Account Balance Age Participants Participants 55 15.00% 2.00% 56 7.00% 2.00% 57 7.00o/o 2.00% 58 10.00% 2.00% 59 10.00% 2.00% 60 30.00% 5.00% 61 30.00% 5.00% 62 30.00% 25.00Yo 63 30.00% 10.00% 64 30.00% 10.00% 65 50.00% 50.00% 66 35.00% 100.00% 67 35.00% 100.00% 68 35.00% 100.00% 69+ 100.00% 100.00% Consulting I Retirement Proprietary & ConJidential I N541 1V1O_ Columbia Oualilied Pension Plan.DOC/331/K1 0125155 February 2012 cEG-13 Exhibit No. 4 Schedule No. 6 Page 39 of 45 Wtness: D. D. Schmelzer NiSource, Inc. #tffiIHcrrift T*i:$q $ Vs$thSr*wn$ *tnt*s*N*sr u"tn i*n Fxrt$*[pants Years of Service Age 5+ 17.50o/o 17.50% 17.50% 17.5004 17.500/o 17.50% =2122 16.70% 16.7jYo 16.70o/o 16.70o/o 16.7jYo 16.70% ZJ 15.90% 15.80% 15.80% 15.80% 15.80% 15.80% 24 15.90% 15.10o/o 15.10% 15.1jo/o 15.10o/o 15.10% ZJ 15.90% 14.90o/o 14.30o/o 14.30o/o 14.30% 14.30Yo 26 15.90o/o 14,90% 13.80Yo 13.600h 13.60% 13.60% ZI 15.90% 14.90o/o 13.80% 12.80Yo 12.80o/o 12.800/o 28 15.90% 14.90% 13.80% 12.80Yo 12.10o/o 12.10o/o zv 15.90% 14.90% 13.80% 12.80Yo 11.90o/o 11.500/0 30 15.90% 14.90To 13.80% 12.80o/o 11.90% 10.80% 31 15.90% 14.90% 13.80o/o 12.80To 11.90% 10.20% 32 15.90% 14.900 13.80% 12.80% 11.90o/o 9.60% 15.90% 14.90o/o 13.80% 12.80% 11.90o/o 9.00% 34 15.90% 14.90o/o 13.80% 12.80% 11.900h 8.50% ?6 15.90% 14.90o/o 13.80% 12.80% 11.90Yo 7.900h 15.90% 14.90% 13.80% 12.80% 11.90Yo 7.40o/o a7 15.90% 14.90o/o 13.80% 12.80o/o 11.90o/o 6.90% 38 15.90% 14.90o/o 13.80% 12.80o/o 11.90Yo 6.50% 39 15.90% 14.90% 13.80o/o 12.80% 11.90Yo 6.00% 40 15.90% 14.90o/o 13.80% 12.80o/o 11.90% 5.60% 41 15.90% 14.90% 13.80% 12.80% 11.90% 5.20% 42 15.90% 14.90% 13.80% 12.80o/o 11.90% 4.90% 43 15.90% 14.90% 13.80% 12.80% 11.90o/o 4.50% 44 15.90% 14.90% 13.80% 12.80% 11.90% 4.20o/o 45 15.90% 14.90% 13.80% 12.80o/o 11.90o/o 3.90% 46 15.90% 14.90% 13.80% 12.80Yo 11.900 3.60% 47 15.9Oo/o 14.90% 13.80% 12.800/0 11.90o/o 3.40% 48 15.90% 14.90% 13.80% 12.80% 11.90% 3.10o/o 49 15.90% 14.90% '13.80% 12.80o/o 11.90% 2.90% 15.90o/o 14.90o/o 13.80% 12.80Yo 11.900 2.70% 51 15.90Yo 14.90% 13.80% 12.80% 11.90% 2.600/o 52 15.90% 14.90o/o 13.80o/o 12.80% 11.90o/o 2.40o/o 53 15.90% 14.90o/o 13.80% 12.80o/o 11.90o/o 2.30o/o 54 '15.90% 14.900h 13.80% 12.80o/o 11.90o/o 2.20% '15.90% 14.900 13.80% 12.80% 11.90o/o 2.20% 56 15.90% 14.90% 13.80% 12.800h 11.90Yo 2.10% 57 15.90% 14.900 13.80% 12.80% 11.90o/o 2.10o/o 58 15.90% 14.90% 13.80% 12.80o/o 11.90% 2.00% 59 15.90% 14.90To 13.80% 12.80% 11.90% 2.00o/o 60 15.90Yo 14.90o/o 13.80% 12.80o/o 11.90% 1.90o/o 61 '15.90% 14.90o/o 13.80% 12.8004 11.90% 1.90To 62 15.90Yo 14.90o/o 13.80% 12.80o/o 11.90% 1.80Yo OJ '15.90% 14.90Yo 13.80% 12.8Oo/o 11.90% 1.70Yo 64 15.90% 14.gjo/o 13.80% 12.80% 11.90o/o 1.60% 65+ 15.90% 14.90Yo 13.80o/o 12.80% 11.90o/o 1.50o/o Consulting I Retirement Proprietary & Confidential I N541 M0_ Columbia Qualijied Pension Plan.DOC/331/KI 0125155 February 2012 cEG-14 Exhibit No. 4 Schedule No. 6 Page 40 of 45 Wtness: D. D. Schmelzer NiSource, Inc. AAruFre\"rrtr "fmble $ SSi*$rS rxrqrs$ Nat*s* L$ m[*m F*rt$eFpastts Years of Service Years of Service Age <5 5+ Present Age <5 5+ 15 16.00% 8.00% 35 8.00% 4.00o/o 16 16.00% 8.00% 36 7.40o/o 3.70o/o 17 16.00% 8.00% 37 6.80% 3.40o/o 18 16.00% 8.00% 38 6.20o/o 3.10o/o lo 16.00% 8.00% JV 5.60% 2.80o/o 20 16.00% 8.00% 40 5.00% 2.50To 21 15.60% 7.80o/o 41 4.80o/o 2.40o/o zz 15.20Yo 7.600/o 42 4.600 2.30% 23 14.80o/o 7.40o/o 43 4.40o/o 2.20% 24 14.40o/o 7.20% 44 4.20% 2.10% 25 14.00% 7.00% 45 4.00% 2.00Yo 26 13.60% 6.80% 46 3.80% 1.90Y0 27 13.20% 6.60% 47 3.60% 1.80% 28 12.80o/o 6A0% 48 3.40% 1.70o/o 29 12.40o/o 6.20o/o 49 3.20o/o 1.60% 30 12.00o/o 6.00% 50 3.00% 1.50o/o 31 11.20% 5.60% 51 2A0% 1.20o/o 32 10.40o/o 5.20% 52 1.80o/o 0.90% JJ 9.60% 4.80o/o 53 1.20Y0 0.60% 34 8.80% 4.40% 54 0.60% 0.30% 55+ 0.00% 0.00% Consulting I Retirement Proprietary& Coniidential I N5411V'i0_Columbia Qualified Pension Plan.DOCl331/K1 0125155 February20'12 cEG-15 Exhibit No. 4 Schedule No. 6 Page 41 ot 45 Wtness: D. D. Schmelzer NiSource, lnc. #WHenvitr Tm["r$* S Sisnh$$lty l\stes Age Male Female 20 0.052% 0.052o/o 50 0.413o/o 0.575% 21 0.053% 0.056% 51 0.4630/0 0.613% 22 0.054% 0.060% 52 0.513% 0.650% z3 0.055% 0.0640/o 53 0.563% 0.700o/o 24 0.056% 0.067Yo 54 0.625% 0.738% 25 0.057o/o 0.071% 55 0.688% 0.783o/o 26 0.058% 0.075% 56 0.7620/0 0.825% 27 0.059% 0.075% 57 0.856% 0.875o/o 28 0.060% 0.081% 58 0.975o/o 0.950% 29 0.061% 0.083% 59 1.075o/o 1.050% 30 0.0620/o 0.087% 60 1.175% 1.150% 31 0.0640/o 0.0920/o 61 1.325% 1.275o/o 32 0.065% 0.113% oz 1.500Yo 1.450% 33 0.067% 0.125% 63 1.665% 1.625% 34 0.069% 0.142% 64+ 1.725% 1.725o/o 35 0.071% 0.158% 36 0.073% 0.175To ?7 0.078o/o 0.194To 38 0.083% 0.217o/o 39 0.092Yo 0.238o/o 40 0.100% 0.263% 41 0.116% 0.283% 42 0.131% 0.313% 43 0.145% 0.338% 44 0.170Yo 0.367Yo 45 0.200% 0.400Yo 46 0.244To 0.431% 47 0.280% 0.463Yo 48 0.325% 0.496Yo 49 0.363% 0.533% Consulting I Retkement Proprietary& Gonfidential lN541lV10_ColumbiaQualifiedPensionPlan.DOCi33l/K1 0125155 February2012 Exhibit No. 4 Schedule No. 6 Page 42 oI 45 \Nitness: D. D. Schmelzer NiSource, Inc. /luuHewift $uvnrnmry *$ Slms"r Sr*visi*ns Effective date January 1, 1943, restated effective January 1,2010 Elig ibility for participation All employees of the Columbia Energy Group are eligible. Eligible employees participate on their date of hire. Normal retirement Eligibility Social Security normal retirement age and 5 years of service Benefit Effective January 1, 2000, the plan was amended to allow all nonunion and some union participants a onetime choice between the following benefits (remaining union participants were offered choice effective January 1,2004): Final average pay benefit The sum of (a), (b), and (c): (a) 1.15o/o of final three-year average compensation up to one- half of the Social Security wage base times years of credited service (maximum 30 years) (b) 1.50% of final three-year average compensation in excess of one-half of the Social Security wage base times years of credited service (maximum 30 years) (c) 0.50% of final three-year average compensation times years of credited service over 30 (maximum 10 years) Account balance benefit A cash balance benefit with pay credits based on the following schedule: Percentage of Age Plus Service Percentage of Compensation Above Points Compensation 1/,2 Taxable Wage Base Less than 45 5.U7o Z-V"/o 45-59 2.0o/o 60 -74 8.0o/o Z-V-/o 75 or more 10.0To 2.0% For the account balance benefit, the participant's accrued benefit as of December 31, 1999 was converted to an opening balance. The account balance is credited with interest equal to the greater of 4o/o or 30-year Treasuries. Certain prior accrued benefits are guaranteed as minimum benefits. Consulting I Relirement Proprietary & Confidential I N5411V10_Columbia Qualified Pension Plan.DOC/331/K1 0125155 February2012 cEG-17 Exhibit No. 4 Schedule No. 6 Page 43 of 45 Witness: D. D. Schmelzer NiSource, Inc. SEmHer*rtr Account Balance 2011 benefit Effective January 1, 2006, the plan was amended for all exempt participants. A new cash balance benefit was implemented with pay credits based on the following schedule: Percentage of Age Plus Service Percentage of Compensation Above Points Compensation l12Taxable Wage Base Less than 50 4.0% 1.jYo 6n-AO 5.0% 1.00/o 70 or more 6.0o/o 1.0o/o All exempt hires after January 1, 2006 will participate in the new program. Existing exempt employees were given a one-time choice of switching to the new program on January 1, 2006 or waiting until January 1, 2011. Nonexempt employees hired after January 1, 2008 also participate in the new program. Allother nonexempt employees will be switched over on January 1,2013. For final average pay participants, the participant's accrued benefit as of the date they are switched to the new program is converted to an opening balance. The account balance is credited with interest based on 30-year Treasuries. Early retirement Eligibility Age 55 and 10 years of service, or age 60 and 5 years of service Benefit Final average pay benefit A benefit equalto the normal retirement benefit based on years of credited service and final three-year average compensation at the date of termination. lf payments begin more than three years prior to Social Security normal retirement age, the payments are reduced by 3% per year. Account balance benefit The participant is always entitled to their entire vested cash balance at termination or retirement. Temporary supplemental benefit Final average pay benefit participants who retire before age 62 receive a temporary supplemental benefit of $5,760 per year until age 62, reduced pro rata for service less than 30 years. Consulting I Retirement Proprietary& Conftdential I N5411V10 Columbia Oualified Pension Plan.DOCi33'1/K1 0125155 Februarv 2012 Exhibit No. 4 Schedule No. 6 Page 44 ot 45 Wtness: D. D. Schmelzer NiSource, Inc. JtuuHe$,ift Vested termination Eligibility Three years of service Benefit Final average pay benefit A monthly benefit equal to the normal retirement benefit based on three-year average compensation and credited service at the date of termination. Payments may begin after the eligibility requirements for early retirement have been satisfied. Vested termination benefits that begin before normal retirement will be reduced based on the early retirement factors. Account balance benefit The participant is always entitled to their vested cash balance at termination or retirement. Disability Eligibility Qualification for benefits under the employer's long-term disability plan Benefit Final average pay benefit Eligible employees are deemed to receive the same compensation as at the date of disability and continue to earn credited service as long as the disability continues. Account balance benefit Eligible employees continue to earn pay credits based on the same compensation as at the date of disability. Preretirement death Eligibility Three years of service Benefit Final average pay participants 75% of normal retirement benefit as of the participant's date of death, reduced by .25% for each full month in excess of 60 months by which the participant's age exceeded the spouse's age. lf no surviving spouse, payment divided among surviving children under age 21. Account balance participants A life annuity actuarially equivalent to the account balance as of the date of death (may elect to receive as a lump sum) Consulting I Relirement Proprietary& Confidential I N5411V10_ColumbiaQualified Pension Plan.DOCl3Sl/K1 0125155 February2012 CEG-19 Exhibit No. 4 Schedule No. 6 Page 45 of 45 Wtness: D. D. Schmelzer NiSource, Inc. snprHewftr Normal form of annuity Without spouse Life annuity With spouse 50% joint and survivor annuity actuarially equivalent to the retirement benefit payable for employee's lifetime. Participant receives reduced lifetime benefit and, in event of participant's death, 50% of reduced benefit continued to surviving spouse. lf the spouse dies before participant and within 60 months after the annuity start date, benefit increases to life annuity value. Optional forms of annuity Life annuity; 100%, 66213%,50% pop-up, or 33 1/3% joint and suryivor annuity; lump sum. Actuarial equivalence Mortality 1983 group annuity mortality table, set back one year for participants and five years for beneficiaries lnterest 8% per year. Definitions Service Participants generally earn one month of service for each calendar month in which he/she is credited with at least one hour of service. Compensation Final average pay participants Base pay or wages, including commissions, before any reductions under IRC sections 125 and 401(k), excluding overtime and performance-based pay, but including banked vacation. Compensation considered for benefit purposes is limited to $245,000 based upon the provision of the IRC section 401(a)(17). Account balance participants For purposes of determining a participant's pay credits, Compensation also includes performance-based pay. Three-year average compensation Highest average annual compensation for any 36 months during the last 60 months of service Consulting I Retirement Proprietary& Conlidential I N5411V10_ColumbiaOualifiedPensionPlan.DOC/331/K1 0125155 February2012 CEG-20 Exhibit No.4 Schedule No. 7 Page 1 ot 57 Witness: D. D. Schmelzer Columbia Gas of Pennsylvania employees participate in Nisource and Columbia Energy Group Other Postretirement Benefit Plans. See SDR GAS-RR-039 Attachment A, Page 1 of 5, for various plan costs and allocation poftion to Columbia Gas of Pennsylvania. Copies of both actuarial reports are attached. Exhibit No. 4 Schedule No. 7 Page 2 ot 57 Wtness: D. D. Schmelzer Gonsulting Retiremont Amtumrial Report Afi$ource Posfre ti re m e nt Welf a re Eeneflfs Accounting lnformatian Under ASC TI5 Decpmber 31, 2A10 Measurement Date F,onrt*ary & q$nfidftxial -ffiwHewi{r Exhibit No. 4 Schedule No. 7 Page 3 of 57 Wtness: D. D. Schmelzer Ni$ourc* Fostretirement Welfare Plans tfinvlfi T*hle *f *sntents Accounting Roqulnamentr $ummary & Finanoial Di$closures, FYH December 31, t010 4 Determinstion of Net Pe$odic Postretiremont Beneflt Cost lor Fiscal f010 and ?011 T Developrnent of Pre-A$C 715-P0 Accrued P+stretirerneni Benefit (Liability) Asset I Development of Liability and Asset (Gain) Lose o Development uf Amortizailon of {Gain) Loss 10 Amortizaiion $chedules f1 ^Appendix Personnel Informatlcn 13 Heallh Care Claims Development 14 Actuarial Assumptions 15 Pian Provlsions 22 Csn8illtl6g I Retksflont Pqrtatary & cqnlidsntat l Nsd{tvl}NtsouRcE FA$B {0ssoclti3t.tfi45€$ Felrqar{trolt Exhibit No. 4 Schedule No. 7 Page 4 ot 57 Witness: D. D. Schmelzer AWHewin Ni$ource Postretirement Welfare Flans Acc*r,l ntin g Req u i rements Corlsrrltln$ I RoqrEnqR Accounung Roqsttrhenld FroFrlelsryE oof,li&nthl I NG {IV13.N|$0{JRCF FASB {06.DOCj5dt-K1{6BgS Fefrruary 20ta Exhibit No. 4 Schedule No. 7 Page 5 of 57 Witness: D. D. Schmelzer Ni$ource PostretirEment W&lfsrs plans o ffiWHe***rt ; i Summary r This report contains j the A$C 715 accounting information used for 2010 year-end dieelosure and the dovelopmant of fiscal?010 .: and 2011 expensa for the porhetirement weifare beneflts provided by Ni$ource Inc, for the Ni$ource plans. l Changes Re{iected t A discount rate of s.86% was ueed i lo determino 2010 expense, but was decreased to S.Egyo for year-end : dfsclosure and ths calculation of 2011 axpense. i i The health care trend asrumption was changed to 9.5% for 1010, grading dov,m to 5% in ?012 and later I y6sr$, ! i ! Tho mortality a*eumption was changed ts the RP-2000 Cornbined Healthy particip*ntTable, projected lo i p011. i Hsafth care clairn$ were updated : hased on experience through December z00s i i o CohsulEflg I Rsthemeflt Fropriaterv&conlidenrlot j0$.so&ii31-Ki-055f,$ AocoEnflho Requtmm€flt$ I N64't{tt/{g-NisolfrcE fAsB Fahru€ry e12 $rrnnsf I I Exhibit No. 4 Schedule No. 7 Page 6 of 57 Witness: D. D. Schmelzer Ni $ource Postretirement Welfare #tffifHsryifr Plans $ummary of Total Results Following is a summary of the totsl resutts of the ASC 715 valuatfon. Detailsd lnformaiion split by Flan (health care versus lifo insurance) is included in the Accounting Requirements section, Docember 31, 200t OecemherSl, ?010 Aucumulatsd Postefi rement Benefit Obligstlen (APBO) Aelives $ 1?7,282,901 $ 132,012,138 Rstiruod, $pouse$ and Surviving Spouses 200r788,057 ?e8,9P4,F8 I OtSl $ a34.071,558 $ 36Q,897,046 Assats $ 5,656,€01 $ 5,153,S47 Blet Periodle PortreiiramEnt Benefit Cost Sdrvice Cost $ 4,716,121 $ 4,906,39S Inter66t on APBQ 19,953,969 18,495,900 Rotum on As*ets {494,953) (450,935) Net Arnortiaatiqn and Deierral * -$197'+te 3,927,100 Net FostreUrement BenEfit Cost $ 20,282,662 $ 26,87S,421 Curtaitmenl Charge 0 U Total Poshetirament Be*refit Cost s 26,?82,$52 $ 16,878,421 Atsumptions Dlscount Rate 6,86% 5,2996 Haalth OEre Trpnd Rate Trend brNextYear 7.500/o 8.00% Ultimat€ Tfaild s.00% 5.000/6 Ysar Ultimate Rate Resched 2015 2CI17 Psrsonnel Iniormetion (Health Care) Actlves 3,?56 3,309 Retirees and Survivlng $porcee 3,578 1 e, a4.t 2 rEicludes 24 ratlresB w{ft poot€S supplement only. ?Fncludes 30 retireoo wfth post€S €upplement ooly- Gons|-tltlns I Rdlrsdent Aocour$ng RequFomefiif Fropricle.y&CoDn{entlst lMd11Vl3FHlSOURceFASBto6.Docftei"Kt4g.Sg Fctruew$.1a Sn*nary | 3 Exhibit No.4 Schedule No. 7 PageT ot 57 Wtness: D. D. Schmelzer Ni$ource Postretirement plans ffiWFre*r{fr Welfare Flnenclal *isclosures, FYH Decernbsr Bt, 2010 The 2010 year-end flnancial statements included the fnllowing dieclosures, under A$C Z1S. ltealth Gara Life Insurance Changs In Esnellt Ohll$etloil Durirq Fiscal*0{0 Accumulated PostrBtirement B€n€flt Obllgalion, Docember 91, A00S $ s07,706,5?D $ 26,36$,03S Service Cosl 4,577,59e 138,$3$ lntorest Cosl 17,45'1,4S? 1,502,506 Plan Amendmentc U Estimeted Participant Gontrbuilons 2,484,439 s Gurt6ilment (Gain) Loss 0 0 Actuadal(Gain) Losa 23,??S,S73 1,129,SS2 Benefits Paid , Accumulated ',"9ql9i$'3ls) . ",,". 'Js91.1.8e) Post"etlrement Benefrt Obflgation, December 31. 2010 $ 332,355,$00 $ ?8,5.t1,540 Charrge ln Plan A$$eS Durfng Fi$cal ?fil0 Flnn Assoto at Fair Valu+, December 31, t0$g $ 5,656,S01 $0 Actual Return on Plan Assets 3,212,881 0 Company Contribu{ions 16,993,002 591,lgg Est|msted psrticipaht ContributionE 2,484,439 0 Beneflta Fald _ (?3,pPqrglqJ, Plan ., {5e1,1$pl. Asuets et Fair Value , December 31, 1010 $ 5,153,547 $0 Funded $tntue ofthe Plan, Fec€mber 31, Z{10 $ (3?7,201.9S3) $ G8,91,548) Amocnte Hocognixed In $tatsment of Sinanclel poulfion Nonourenl Aesets $0 $0 Silrrent Liabilltias (1s,949,453) (1,S?0,000) Nonrurrent Liabilitiee {311,355,500) (27,021,tr6) Net Arnsunt Reoognhed, Secsfffuer 91, A010 $ {327,201,S53) $ (28,641,S4S) Measunement Uato Deeomber 31.2010 Dec,ember 31, 2010 Amounie Recugnized ln Aceumulated Other Gomprehenslve lncome Net Transitlon (Aeset) Obilgation $0 $ 181,373 Prior SeMce Cost {13,008.$68) N6t (Geini Lo$m 101,543.S01 ". , .,r,qry#_e. $ 88,5$5,233 $ 1,261,435 Gtn$ultlng I Rrslremenl AMUnltnS R eqfl irs$Tetls P{uprlrhry & csdfirrsn8dt NtriivlgNr$ouRcE FASE I 10B.socBa1-K{-dgB$0 February ?6fi 4 Exhibit No. 4 Schedule No. 7 Page 8 of 57 Witness: D. D. Schmelzer Nl$ource Posiretirement Welfare Flans #tgWHe'ryi{r Hoalth 6ars Life ln*urancc Gornponents of 2010 Net perlodlc Footretrement geneiif cost SeMce Cost $ 4,577,58? $ 138,539 hterBst Cost 17,451,462 1,502,506 Expeded Retum on Plan Asseis (4e4,9s3) 0 Amortizatlon of: Unr+sogniued Nct Tfansition {Ass6t) Obtigation 103,645 Unrecogni:ed Prior Sorvbe Cost (1,479,905) tl Urnouognized Net (Gein) Loss _4,49?",-6/_9- 0 N6t Peliodlc Benefit Cost $ 24,537,SS2 $ 1,744,690 Curtailment Cfiarge fl Total Postretlrernent Beftefrt Cost $ 24,537,862 $ '1,744,690 Other Changes ln Plsn Ass€ts and projocted Benetit Obllgailon RecosnlEed In Other Comprehenslvo Income Prlor S€rvlce CosU(Credit) $D $o Not Astuarial (Gain)/Loss 20,510,045 1,126,652 Curtailment 0 0 Less: Amorlization of Transitional (Asset)/Obligation 0 {'103,645} Less: Amodizatlon of Prior Servics Cost 1,4?9,905 0 n Less: Amortization of NEt Actuarial (Gain)/Loss , {1,483,679i v T0tat Recognlzed in Oher Comprehonslve lrwoms $ 17,507,174 -dTffiffii Tolal Recognked in Net Periodic Benefit Gost and Other Cornprahensive Income $ 42,045,036 $ 2,7S7,6S7 The eslimated net actuaiiat loss, prior service cost, and transition obligation for the postretiremoni. benefit plan that wilt be amortlzed from accurnulatod oth€r comprehensive inoome into net periodlc benelit cost during the 2011 tiscal year are $5,30t,420, ($1y'?9,S05), $0, re*pectively, tor health care afld $0, $0, $103,€45, respectively, for life insurancs. Weighted-Averago Ass{ltlrptlons io Determine Benefit Obllgatlon Discount Rste 5.2S% 5.2070 Health Cars Co$i Trerd Rates Trend for Next Year 8.0070 N/A Ultimato Trend 5,00Yo N/A Year Ultimata Reacfied 2017 N/A Weighted'Average Assumptlons tc Dptormine Net perlodle Benefit Cost Dlgcount Rate 5.8ff6 5.86% Fxpocted Retum sn Plan Assets 8,76% N/A ExFectod Contributlons for Fiscal 20ll $ 21,000,000 s 1,520,000 Consultlng I tleurEment Acrquniing Rsqulr'FnFrts Prcgietrry & Corfldeilthl I N541:V13.N$OURCe FASB 108.OOS/BS1.K1-OSS$3 Fshruary e01? 5 Exhibit No. 4 Schedule No. 7 Page 9 of 57 Witness: D. D. Schmelzer Ni$ource Psetretirement Welkre Plans SWFilewiffi Effect of Shangee in Health Gare Trend Rate 1% Increase l7o DEcrease Change In APBO, 1?/3112010 $ 38,055,000 $ {34,145,000) Ch*nge In *0f 0 Totatot $enrlsE Co*t ard lntemst Csst s 2,897,000 $ (2,509,000) Hstimated Future Benefit Paymente ;lhe following net benefit payments, whlch refle+t uxpocted future eervioe, as appropriate, arc expectecl to be paid: Year(sl !{et F{Ealth Lifs lnsuranoe $ubsidy Care Benpflts Sensflis Recelpts 2011 $ 21,000,000 $ 1,5?0,000 $ 0 '$ 201? S21,660,000 $ {,sfr0,000 0 2013 $?2,170,000 $ t,640,000 $ 0 20',14 $?2,8s0,000 $ 1,600,000 $ 0 ?015 $23,300,00s $ 1,740,000 $ 0 2016.2020 $118,AS0,000 $ 9,3fl0,000 $ 0 cohsultlng I Re&Ement Ao@untiEgR€quFe$Hftt$ FfBpdeHyeoontldtsr*d t i{54i1Vi&HISOURfEFASBJ06.OOCA$1-KI{S093 February2otZ 6 Exhibit No. 4 Schedule No. 7 Page 10 of57 Witness: D. D. Schmelzer (l'ts f qv q-,O F(o.plso€ol oaooo6' ro6o+odr B q|o- \q, .'). (rl (.o-l €- o. ro- @- q n'lx ()-8 {tt cl 't q ltl e- ob g Etel s g8F oo.' RR E €F \ F.:-q.l o- ..-r3 9qA oF t€Ifl os d F ('ld 'rt {o- sro Ni$ource Postretirement Welfare Plans ffimmr{e$,fll Fevelopm*nt of Fre-A$* 71$-f;0 Accrued FCIstretirement Benefit {Liability} Asset Health GarE LlfE ln*ura*ce Tot*l (1) (Acoued)/Fr6pdld Beflelit Cosi, 1?31/t000 $ (231,021,860) $ (26,t26,610) $ {2S7,148,470) (2) Flscatt0{0 Nst Fgriodic Fostretirement Benefit Gost 24,537,662 1,144,690 26,282,552 (Gain) {3) Gurtaitment Lose 0 0 6 {4) Contrlbutions, 01/01/?010 to 1?t3tl2010 16,893,00? t7,484,191 " -.__5-q,1es _ ($) gostat t2l91fi010, tAcc{uedyPrepatd $ (238,S$6,720) (27,280,1 1 1) $ (2ss,946,S31i {1} - (2). (3) s {4) Cofi6ulth0 Rsilreffent I Actoul*lnfi R6qJlrcfh€nb Propriptarysconldantbt ltls4liv1&NI$ouRcHFA,ss1ofi.troffJgs1-K1..,{F6ot Fcbiuary?012 & Exhibit No. 4 Schedule No. 7 Page 12 of 57 Wtness: D. D. Schmelzer Ni8ource Fostrstirement Welfare Plans ffimfr{emeft D*veloprner;t sf Liability and Asset (Gain) Loss Thit page details the calculation of the liability and asset (gain)ttoss. In addition, it develops the actual return 0n plan arseF. Hselth Care Llfe InEurunso Total Develapment of Llabllify {Geln)lloss (1) Accumulated Postretirement Benefit obiigation (APBO), 1 2/31/2009 307,706,5?0 $ 26,365,038 $ $34,071,558 (1) Servics Cost 4,577,5V) 139,S$g 4,716,121 (3) B$nsfit Pgymont$ (23,093,376) (5e1,18e) (23,684,585) (41 tnterest Cost 17,451,462 1,502,506 18,959,968 (5) Fstimaled Particlpant Contributions 2,484,435 0 2,484,4& tS) Cwtailrnent (Gah) Loss 0 {l) Expected APBO, (1) + (2) + {3) + (4) + (s)+ (6) $ 309,128,627 $ 27,414,894 $ 336,541,521 (8) Amendment, 1U31/2010 00 (9) Elpacted APBo, (7) + (8) $ 309,126,627 $ 27,414,994 $ 33S,541,521 (1 0) Actual APBO, 1213'112010 332,355,500 28,541,546 ,i3q0,8e:,q16-" (11) Liahitity (Gain)/Losr, (10) - (S) $ 23,228,873 $ 1,{26,652 $ 24,355,525 Devo[opment of Asset (Galu]/Loes and Acturl Rsturn on Assets (1) Msrkel Value, 12ft1n009 $ 5,656,001 $0 $ 5,656,801 (21 Gontributions 16,893,002 591.1 89 17,484,191 (3) Estimatad Participant Conhibutions 2,484,439 2,484,439 (4) Benefrt Payments (23,003,376i (5e1,1 8e) {23,CI84,585} (5) Freectsd RBtufn 494.S53 n -ii-l-+ , . . .j4e{*l_3- (6) ExpactedMarketValue of Assets, lASlnUO $ 2,435,010 $0 $ ?,435,610 (7) Aclual MarketValue, {2/31i2010 p , -., _ii53,547 ,.,",,. . ., .. _..5,153,547 (8) Asset (Gain/Loss, (6) - (7) $ (2,717,928) ou $ (2,717,S28) (g) Actualfrotum on As8ets, (5) - (6) $ 3,212,881 $ 3,21?,881 Gonauldng I Rgflrsment Acmuntlft g Reqilirern$nls FroFrl$tery & Cqtndentlal I iI54uVI*ITESOURCE F SB.I06,DOC/3S1"K1.-0FB93 February 3012 s Exhibit No. 4 Schedule No. 7 Page13of57 Wtness: D. D. Schmelzer #WHffwxf NiSource Fostretlrement Wetfare Plans Devel*prnent of Amortizati,nn *f (Gaini Loss Unrecognized Net (Gain) Losr llEalth Gsre LLfe lnsFrancs (1) Unrecogniaed Not (CIshlilss$, 1?/i1/A009 85,518,332 $ (40,ss0) $ 8S,469,742 (2) Recognieed (Qain)/Loss 4,4ff1,S76 0 4,483,S76 (3) Asset {Geln)/Loss 12,717,9281 0 (2,717,928| (4) (Gain)lLoss Liability 29,228,873 1,'l2B,S5? 24,35S,525 (6) Curtailment {Gain)/Loss fi 0 0 (6) Unrecagnixod Net (Galn)lloss, 12/31/2010 (1)-(2)+(3)+(4)+(s) $ 101,543,601 1,080.0s2 $ t0?_623.663 Amortleatlan of (Gain) Loss ASC- Tls requires amorthation of that portion of the unrecognized net (gain) loss in excess of lhe greater of 10% of the Aecumulated Postretirement Benefft Obligation and 1o%'of the Market Value of Ass6ts, the mlnimum amorilzation is fie excees divided by the remaining service period of active plan participants. Health Care Lffe Ineuraues (1) :fokl Amorlizable (Gulnlloss $ 101,543,601 $ 1,080,0s2 (2) 10o/0 of Accumulated Fostrethement Banefit Obligation $ 33,235,550 $ 2,854,155 {3) 100/o of Mark+t Vslue of Assets $ 515,$55 $0 (4) Groater$f (2) and i3i $ 33,235,550 $ ?,854,165 (Gain)/toes {5J $ublect to Amortization $ 68,308,051 $0 i6) Avorase Remaining $ervice t2,S8 years t3^38 yeHrs (?) {Gah}iloss Amortleed $ 5,303,420 $0 Sorlsultlng f,etir€fii*it I Aredffi iug Rsquir6r.!6r+t9 Proprlilary&ffon{dgdar I H541tv1$-$fisouRcsfiA.sB iaq,Docls$1-Kr"o5esa Fobrunry e0lq tg Exhibit No. 4 Schedule No. 7 Page'14 of 57 Wtness: D. D. Schmelzer NiSour*e Postretirement Welfare Plans ffigmHewffr Amortlxsti*n $ched u les Amo rtization of Transition Ob! igation (Arset) Yesrs Romaining Unamortleed Date Began as of Balance Amortilation Plan Amortketlon 01/01/t0{{ 0{r0'l/201{ payment Health Care - None Life Insurance Not Available 1.78 $ 1gi,373 $ 109,645 Amortluation of Prior Service Gost Years Remalnlng Unamortized Dato Began as of Bnlance Arnortieetlon Plan Arnortlzatlon 0{/0.1t20,t{ 0'l/0{/20i1 Paymont Hsalth Care 1A31n009 8.Zg $ (19,00s,969) S (j,47s,905) Life lnsurance - None Corlsultlng,l RrtiroMe{d AEcft1n$n! RcquirBnEntq Frup&tary*Confidorrtlrl. I i'&+11W3-NISOIJRCE FASS 10S"DOcnA1-Kt-066Ss F*,rueryfrtl 1t Exhibit No. 4 Schedule No. 7 Page 15 of57 Wtness: D. D. Schmelzer Ni$ource Fostretirement Welfare plans ffigfWHe?yin Appendix Co.Fstlltlfl g I RdrrEirEfit Accou$thg Re6tknfiGfil$ Prupri€tsIv& cBnfrdadtat I N54tlv1u.tt$outlcE FA$B 10s.Doc/sg1,r.{t-0s$fis Fsb(Nry zo1z ta Exhibit No.4 Schedule No. 7 Page 16 of57 Witness: D. D. Schmelzer Ni$ource Postreiirement Welfare Piane Swrtuqnffi o Fersnnnel lnfCIrmation 'I'his section presents demographic information for participants included in the rialuation. The particlpant data was collected as of January 1, 20'tr0. Participant dah ae of January 1, 2009 has also been summarizsd for comparison pueosas, Number of Partlcipants Januarv-1, 2009 Januaru {.2G{0 Unlon Nonunion Total Union Nonuniun Total Health Care Actives 1,900 1,356 3,256 1,897 3,309 t 1,412 Retirees & $urviving Spouses 2,205 1,373 3,678 2,?33 1,?792 s,611 $pouses 1.29O 778 2.006, 1,22? ra 1,s€7 Totsl 5,335 3,505 9,940 5,353 3,604 9,917 Life Insurance Actlves 1,900 1,358 3,258 1,8S7 1.4{? 3"309 lRotiree$ 1.86& 1,.11,4 as82 Lgge !.13i -ggffi Total 3,768 7,470 6,239 3,796 2,549 6,345 Personnel Sharacteriatics of Actlve Parficlpants Januarv {. ?009 Januanli.2S10 Unlon Nonunion Total Unton Nonunlon Total Number 1,900 1,350 3,258 1,887 1,412 3,309 Average Age 46.7 46,0 46,4 46.S 46^6 46.3 Average Yeare of Service 18,5 14.5 16.8 18.1 13^7 18.2 24 nonunion r€tlrees with post.65 supptement only. -lExcludes Excludos 30 ngnunion retlrees wlth a pod"65 *upplenrenl only, Con*tl{lng I Rfrtretno{rt pro$rietsy& ABF}dk Qonfldenilet l N54l.lvtsNt$ouRcE FASB l06.noc/sst-Kt{s003 Frkuxv2012 PerEonnel Iniorildjafi I Il Exhibit No. 4 Schedule No. 7 Page 17 ot 57 Witness: D. D. Schmelzer Ni$ource Poetretirement Welfu ro plans ffimwHewffr Heaith'Caru Cleims Devolrpm*nt premium $elf-insured equivatents, fully-insured premium$, and enrollrnent were used to develop average per capita claim costE by age. ' Develapnnent *f $*lf-tnsursd Prerniunr ilquivalent* prnjections $eparate wore performod for pre- and post-6s plans. For each plan, 86 months of pald clalm and enrollmCInt data (January 2007 - Decernbor 2009) was used, Tho data wa$ separated into three petiods. exporience For each experience period, paid clalrns wsre divided by enroliment, which was lagged two months to accountthe lag in ctaim paymente, The per-employee clalmswere then trended to 2010. Finally, an adjustmont was made to account for any plan design change$, and applicable administration fees were then added to calculat* the averege self-lnsured premlum equivalent ior each plan, The impact of the 2010 NIF$co plan change from the U$WA plan to the PPo pbn nas boen reflected in tfris valuation. pre'65 The initial claims costs for ths purposes of the 2010 FAg { 06 expense estimate were adjusted for 1UilftAll disclosure due to an under-reporting of prescription {Rx) drug cl*ims data by Watgreens. This adjustment incorporated cqrrected Rx drug data and is inctuded in the overall 12131120i0 adrlariat galns and lc*ses, Ad.i,ustn:ents to Fully-Inslrrsd Prenrii.lm For pre{s paiticipants, the fully-insured premium applios to active employees and retirees. So for each plan, the true retiree co$ts were developad ualng the actrive snd retiroe enrollment and age dlskibutions peryear and a 3% age grading assumpllon. For post-65 participants, this adjuatment was not required. The self-insured premium equivalent* were then enroltment weighted with the adjusted fulty-insured premlum to develop the averago per capit* claime mot. The annual amounts for 2010 are as follows based an an aversge prc-05 age of60 and an average post-6$ aga of 74r PosL&$ Medimro Pre.6$ $upplement Union $ 7,914 $ 1,893 N/A Nonunlon $ ?,6871 $ 1,933 $ 4,270? 'This rate ranre3B{tt$ a only rate. tetirce Ths dgfinsd dollar srb*ldy was epplied again*l u blended actlvelreflras premium of g6,i19, of tho ,Tho.excess S7,687 daim overlhq $6,1,19 premlum ls provfded ny i.iiSouroa. 'Availahle only to employees who retir€ on or aftor t,r{t2004 eonruH*g Re,$r€me.lt I Appsndlx F|tptlDl*ry&Confl&rt|sl fiEi41rv13-fillg()LRcEF,4SB j06.DOC/g3t-Kl-$860A f Frbrllarr?011 ieslhcarEchlIna ftv*loFBtent | 14 Exhibit No. 4 Schedule No. 7 Page18of57 Witness: D. D. Schmelzer N t$ource Posf retirement Welfare Planr SmWrf,einnr Actu*rial A*sumpt(ons This section includos detalls on the health care trend rate and olher actuariatassumptione used for the December 31, 2010 valuaiion. Changeo from the prior year are noted, Hmployees Included All active end dlsabled participants who are eligible to eventually receive postreUrement medical benefits, and all retirees and dependents currently covered are included. Fuli Eligibility Date Health Care Union Age 55 with 10 yearr oi service or age fiS Nonunion Assumed retirement age, because benefit accrues with seMce. Life lnsurance Union Age55 with 20 years of seruice, or age 65 and t0 years of 9ervrce Nonunion Age 55 and 10 years of service Measurement Date December 3{ Census Data The data is as of January 1, 2010 and the liabilities have been rotled forward b the measurement date. Discount frate flecember 31, 2010 5-2970 December 31, 2009 5.86% Expected Long-Term Rate of Rsturn on Arsets December 31, 2010 B.TS% Decernber 31, 2009 B.TE% Consultlng I ruiserunn AFpa(|{ix Pro|Xldf,ry&coflndeoltsr I h64t1v1+NtsouRcEFAsfllo8,ooQ/ts1{{t4rea$ Fobtuery?ote Euuariunotunrpru,il'[ i6 Exhibit No. 4 Schedule No. 7 Page 19 of57 Wtness: D. D. Schmelzer Ni$ource Postretiromsnt ffiWrrswrffi Welfare Flans Health Care Co*t Trend Rates SeforE Ghange 8yo t8.5% for post€S medicat only) for 2009 gradlng down to S% for 2015 and laier years, After Change 8,$% in ?0{0, grading down to 5.00/o for Z01T andyears tater. Retiree Conhibuiion lncreasEs Hqualto Health Care Cost Trend Rate (6xcspt as nobd with nonunion employer eub$idy Gap), Mortatity Rates (Heatthy and Disabted) Before Change Rp-2000 Combined Healthy Farticipant Teblp, pr+Jested by $cale AA ta 2010. After Change Rp*2000 Combined t-lealthy Psrticipant Tabte, projected by $cale AA to 2011. WithdrawalRetes $etect and ultimate rates as shown in Table Al and Tahle Al. No withdrawal as*umed after attalnment of eligibility for retirement, Disability Rates Rates not usod" Onty curent disabted employeas have been included" Retirement Rates Pnobebilily hy age. $eo Tabto 81 and "fable Bt. Astive Employee Dependent Coverage B0% of participants are assumed to be married and elec{ coverage for thek $pouses, Wves ere assumed to be three years ysunger than their hu*bands. Future Retiree Coverage Elections Eleution of future retiree prs-65 health care plan is based on current election pattems ior actives. For post-B5 ccverage, all retirees ere assumed to efect tfie Medicare $uppl*ment plan. Future Farticipation Percentage Union 90%, Nonunion Yeam ofServlce tsetlrse$I-*-.* - 10.{g 2006 - 2021 70% E0% 90% 2022 * 2031 60% TQVI 80% ?032+ 50Yo S0% 7g% Consultlng RetlrBmenl I AD06ndh Prertelffy& Confldaflllal I N541 iV!$NISOUR*f FA$B r06,*OCiBSt-Kt-0$69S Fabruary 20{2 AcuarHtAi8rmpflonJ | ls . :xhibit No.4 Schedule No. 7 Page 20 of57 i Wtness: D. D. Schmelzer , r NiSource Posketirement Welfare Plans I ffiWHeTvnr Lapse Rates Union None Nonunion Retirad Before 2fif2004 Approximately 1% of retirees do not re-elect coverage per year for pre"65 rouree medical only, Retiring on or Aftor 2/112004 Approximately 16/o ol reiirees do not re.elect coverage per year for pre-65 retiree medical, and 2% of retirees do not re-elect coverage per y€ar for post€{5 retiree medisal. In addition, 106/o ot retirees are assumed to lapse coverage at age 65" Aging Annual Attalned Age Incre*eas 55 -64 4Yq 65 -.6S 3% 70 -74 2o/o ?5-7S 1o/o 80+ a% Aging affects Medicaland Drug claim costs and Administration costs. Actuarial Co$t Method Unit Credit (Proraled on $ervice) Costtulethod, Spsio are prorated over &e attrib'utlon p€riod, which is defined as the period from date of hire to the full eligibility date, Adminldrative Expenses Included in per capite oiaim costs. hlealth care claim,qmounts see Health Care claims Developrnent section. 0onaulfng I R€tlrBmdlt Appendb( Frop{tsbrv& Cofiliderdial I N541iVI$MSOUReE FASB {S6.OACN}{-Kl.05ggs Fetruary mr2. &cruer*{d*axnptani' I i7 Exhibit No. 4 ffii?ixiii'Schme,zer Ni$ourco Fostreiirement Welfare Plans o ffimil{er*rg Health Gare Reform Excise Tax For Ni$ouroe, we examined the effect of the excise tax for all plans and groups combined {non-union and union), We examined the oosts separatety for single and marri*d retirees. For each of these coverage categorles, the pra" and post-65 promiums were blended based on headcounts. Thsexcise hxwas then edirnated by projectlng these premlums and comparing them to the projected *xcire tax ihresholds. The oxcess of premiums over the thresholds is subject to the excise tax, and the resulting 4G% excise tax, and a tax gross-up assuming a health plen tax rate of 35% was incorporated in the benefit obligation. The premium$ werc projected using the health caro cost trend rate assumptlons as of December 3t, 2010" The excise tax thresholds were increased to the extent that health care cost trend rates oxceeded FS% for the period 2010 throug,h 2fl18. The total health car* cost trend raie ificrease from 2010 to 2018 waa SB,6%, so the st*tutory threoholds were increased 8.75% {1.fi$6/1.55) from $11,8S0 to $12,&86 lor single covCIrage and fram $30,950 to $33,S57 for manied covstErge tpre-6$). The post-65 thresholds were inrreased to $1 1 ,0$Z for *ingle *nd $?9,905 for married. The threshold thsn increaees with CPI+1 Yo ln 2019 and CFt for y+ars after 2019. For longterm annualCPl, we aesumed 3.S%, Based on this methodology, there is no impact on the Ni$ourc,e plan liabilifi es, Consultlng R€ltlrHqenl" I A$Sendlx Propr{6t6rv&conlld*r{tlsr lhl$41{v13"$s$ouRcEFA$B106.Docr$$1-f(i-0sg9s Fdbruaryao1l AdlrarjalAssurflpilfirs'l 1S Exhibit No.4 Schedule No. 7 PageZ2 of 57 \Nitness: D. D. Schmelzer Ni$ource Fostretirement Welfare Plans ffiWFrswnr Actuarial Assumption,o Table 41 hlond leabled Withdrawals per 1,000 Participantr Unlon Participants Only La$s Than Less Than Present $ Years of 5+ Yearc Present 5 Yearg of 5+ Y6are Age $ervleE of $ervice Age Seruice of $ervlce tc 100 80 35 80 40 16 160 80 36 74 37 jl't tl 160 80 37 68 34 16 160 80 38 02 31 19 160 80 3S 56 28 20 160 80 40 tn 26 21 158 78 41 48 L+ 22 152 78 42 46 % 23 148 74 4.3 44 n 24 144 72 44 42 21 E? 140 70 45 40 20 ?6 13S 68 46 38 40 et 132 6S 47 JO 18 1a *8 128 64 4R 34 IJ 29 124 62 49 32 1$ 30 1?0 60 An 30 15 JI 112 56 51 1a 12 oz 104 52 52 18 s 33 9S 48 53 12 o 34 88 44 54 6 u 55+ U No wlthdrawal assumed after attainment of eligibility for retirement. Coffirltln$ | REtram$t Appendlx Propriewy&CoofrdBfflal I NE41M$NiSOLIRCEFASB t0$.DOC/$g{{{149699 Firbrusryl0rz ArlutriatAsailflplioftr I 19 Exhibit No. 4 Schedule No. 7 Page 23 of 57 Witness: D. D. Schmelzer ffiWfrentr N i$ource Postretirement Wolfu re Plans Table A2 tMthdrawal Rates Nonunion Partlcipanis per Annual Numbor of WlthdrswalE Annual Number of Withdrawals Fer 1000 Pailtclpailtb 1000 FfirttqlF*ni$ Present0lZg4>a5 Present0{lB,f>*$ Age Yoars Yoar YEgf€ yeare years ysars ASe Ysar$ Year Ysars Years yearo yesrs 15 17$ 175 175 175 178 175 40 159 149 138 128 119 50 r6 t?5 176 175 175 175 17S 41 159 14S 138 128 119 52 17 {75 175 175 175 17$ 175 42 159 149 138 128 119 4g 1& 175 ,r 17$ 175 175 17S 175 r5s 149 138 128 119 46 T9 175 175 17$ 1?5 175 175 44 r59 'l4g J38 118 1i9 42 20 't75 175 17S 175 175 175 45 159 149 {38 r2E 11S 39 ?'.i f75 176 17S 17S 175 175 46 150 {4S 13S 128 119 30 .14 1e7 167 167 167 167 167 47 159 149 138 128 rIs M 23 158 1$9 158 158 1S8 158 48 159 {49 138 12S 119 3t ,t 24 4C| 't Ft 181 151 151 151 4S rss t4g 138 1?8 119 29 28 149 .t43 .t38 1SS 143 143 143 50 1S8 149 17$ ltg 27 zo 149 188 15S 136 13€ 136 51 15s 149 138 128 119 26 zl 159 149 138 1?8 128 12S s? 150 t49 138 128 119 24 28 148 159 l0s 1?B 121 121 5? 159 149 138 128 119 23 ,o 159 149 138 1?B 119 116 54 159 149 138 129 1t9 2? 30 149 138 'te8 1$9 119 108 55 159 l4s 138 12& 1t9 22 24 15S 149 138 119 128 J02 58 159 1'il9 138 128 1 19 21 32 1Sg 149 138 .l 128 lte 96 IT 1$A f49 tn 't2B 11S 21 JC 159 148 138 1t9 128 s0 68 169 1,49 138 128 119 20 J4 149 {20 159 128 119 85 5S 15S i49 138 188 119 2g 35 1$9 149 d?a 1?B 119 79 $0 159 149 138 128 fis 19 36 r$s 14$ 13S 128 119 E1 159 14$ t38 1?8 119 1S 37 t 'l4S 136 128 59 11S 69 fiz 159 14S 138 128 119 18 3B 't 59 149 138 128 119 oi' 1S9 149 13ts 128 1'ts 17 39 159 r40 138 128 ,{ eo 119 60 frA 15S 140 12S 1{g 16 t*65 tsv t4s 13S lZg 119 15 Consultlrro t R*trament APpstldlr kbFiettry e Colsdedtat tf,i41j I \r'1&N|SOURCE FASts {06.OOC/S31.K1-USSSA Febnrsy A0tz ActuErlal,.c$ump{qnr I m Exhibit No. 4 Schedule No. 7 Page 24 ot 57 Wtness: D. D. Schmelzer NlSource Postretlrement Welfare Plans Smmrsffi*r Table $1 Retiremsrrt REtes-Nonu nion Annual Rato$ 06 Retlroment Fer {00 Ellolble Padlcinsnts Flnal Pav Penelon Acoount Balance AHe 55-Sg 6 2 60 fi 40 c 01 c 30 5 6: za 30 25 s3 -s4 10 30 10 50 50 50 66 100 100 r00 Table B2 Retireme nt Rates-Unio n .- Annual RaJea of Retlrernent PEr 100 Elielhle Particioante Agq <25YCIS 25 YOS 26ycs r?yos zsyos 2syCI$ 30+yos A 55 5 5 A 5 20 5S o E. A 5 20 ?0 5? t 5 A 20 za es 58 c 5 5 9n 20 2g 20 s9 5 5 20 20 20 29 20 tso 40 40 40 40 ,10 40 61 30 30 30 30 30 30 oe t4 30 30 30 30 30 xn ss*64 10 30 30 30 30 ou {fr AA 6$ 50 50 50 50 50 CU 06 100 100 100 100 100 1CIo 100 coflsultlilg t Rsrif6m6rrt Appendlx Praprld8ry& Confidentiel l NS4!1V13.N|$OURCEFASB i0$.OOSe91.Kt4SSgg Fe$(|Hry2Ot? A4tislBlAsB{,nrplioFs | 21 Exhibit No. 4 Schedule No. 7 Page 25 ot 57 Witness: D. D. Schmelzer Ni$ource Postrethement Welfare ffiwgs{**r*n Flsns Flan Frcvinlune The lnformat'ton shornnr in this section details the benefit prcvisions etJective Deeember g.l, ?010 hli$ource Retiree Health Ssre El igibility for Farticipation lmmediate. Exempt employees hirad on or after January 1, 2010 are nat eligible. Fllgibillty for Benefits Union Age $5 and 10 years of servlce or age 65. Nonunion ASe 55 and 10 years of service. Available Coverage Union Pre-65 H*gh Doductible { (2} ppo Deduc'tible $t,S00lndividuat $3001$600 individual S3,000famlly $900/$1,800 fnmily ($2,500 individual $5,000family) Coinsurance $Qe/ol60o/o 80%/00Y0 Copaye OSce Visit $20i$?0 (PCP/Speciatist) Er.nergency Raonr Urgent Center : $20 Inpati€nt Hostlital Outpatlent $urgery . - 0ut-sf.Focket $1,500 Indfvldual $1,000/$2,000 individual {excluding daductible) $3,0Off tamily $3,000/$9,s00 family ($2,500 individual $5,000 famlly) LifGti:me Maximum $2,000"000 per per$on $2,000,000 per pgrson Bsnefit Prescription Drug Coverod es any olher mpdical Prescription drug* are covered Coverage *xpsnse - 8t]% after deductibh under a $epar&ts :Frogram. 807o relallwlth a $5 minimurni$15 fnaxlmum generic, 915 minimffinl$4S ma*mum forraulary, and $3S minimum/$$0 meximum nonformulary; msil order $10i$30/$60 copay. Consulilng RettrnmFnt I Appafldtx ProprtEtsry&csnfidenilal I Fls{llv1$Nt$outrcEFAsfi10g.Do$rag,l.K:1.0$sgt F€bfu8{yacl? Plan hovidan$ | 2l Exhibit No. 4 Schedule No. 7 Haoe zb oI 5/ Wiin"s, D. D. Schmetzer Ni$ource Postretirement Welfare Plans ffignrHeffi,in I Retiree Conhibution Fre-OF Retiring Before 1/112005 15% of blended active/retiree cost Retiring on or After 1/1/2005 2390 of retiree cost; new hires on or after 8/1n004 pay 30% of retiree cost Hired on or Aftet 611/200S Employees recelve flxed, defined dollar subsldy basd on seMce at retirement. Annual subsidy per year of servico: Rotiree: $180 Spouse: $125 No caeh ls available; subsidy only received if retiree buys ooverago from Ni$ource. Nonunion Pre-65 Hlgh Deducilblo l (2) PPo HMOB Deducllble $1,500 individual $300/$600Indivldual None $3,000 famlly $900$1,800 family ($2,500 Indivtdual $5,000 famlly) Coinsurarce 80Yol60r/o $0Yo/600/o 100Y0 Copays 0fFce Visit $20/$20 w0/$40 (PCFlSpecialiet) EmergenE Roorn $100 (eome at $125 and $150) Urgent Center $20 945 (some at $75 afld S100) Inpatient Hospital $250 (some al $300) Outpatient Surgory $1 50 Out-of-Pocket $1,500 indivlduel $1,000/$2,0@ indivldual None {excluding deductible) $3,ffi0 family $3,000/96,0S farnlly ($2,S00 individual $5,ffi0hmfly) Llfetime Maximum $2,m0,000 per ptsrsqn $2,000,000 per person Beneflt Prescrlption Drug Coverod as any other Prescrlplion drug* are Retail Coverage medical expense*80% covered underaseparate 910/ggCI/gB0 after deductible program. 80% retafi with e Mall Order S5 minimur/$lSrnaximum $20/$00/$120 genoric, $1 5 minimurnl$45 maximum formulary, and $30 minlmurn/$9O maximum nonformulary; mall order $10/$30/$60 copay. C{asutthg I hetiromcil. ftryendix Fmprletarv&eo!{i{ierithl i l'{5{11v1}.Nl$o[RaEF SB10€,t]oG/gg1.Kt"0$BAS F€bruaryz0l2 Fhfl p.qrl6tooJ I .e6 Exhibit No.4 Schedule No. 7 Page27 of57 Wtness: D. D. Schmelzer ffiffi***o Ni$ource Postretirement Welfare Plans Rotiree Contribution Pre€S Retired Before 21111997 t5% of true reilree cost. Refired After 2/1/1997 but 1$% of truerotlree cost plus additional amount of annuat Before 2i1l20M creim co*t increases exceeding B%. Retite on or After 21112A04 Employees rsceive fixed, dofined doltar subsidy based on soruice at retirement. Annual subsidy per year of service: Retiroe: $170 ($180 sfhettve Novernbsr 1, A011) $pouse: $120 ($l2S effective November l, 2011) No cash is avallable; subsldy only received if retiree buys coverage from Ni$CIurce. Union Post45 _S$igqqe Eupptement Plun (M$Fl Hospital $arvices Pays Medicare Psrt A Deductible (up to g0 day$) Medical $ervices Pays Medicare Fe* B deductibie Fay* remaining 20% of Medicare.eligible charges not paid by Medicare FrescripUon Drugs Not covered ftetirae Conhibution Post-65 Retired Before 1/1t?008 None Retiring on or After UIIZAAS 23% of rstiree cost new hire* on cr after 6lln}04pay S00/o of retiree cnst Hired on or After Bl1/2009 Employees receive fixed, defined dollar subsidy based on seMce at retlrsment. ,4nnual slrbsidy per year of solico: Reiiree: $S0 $pousa: $40 No caeh is avallable; subsidy onty received if retiree buys coverege front Nl$aurce, Coa8nlting Refirer,nem I ApFandtx Fropietery& con$den$at N541 tvlsNl$suRcH I FA$B lo6.Doc/no1-Ki"0FBF0 F6bruary eora Plan Pro$sloos I 14 Exhibit No. 4 Schedule No. 7 Page 28 of57 : Wtness: D. D. Schmelzer : Nisource Postretirement SWHe*ritr Welfare FIans Nonunion Post-65 Madlcql Aseishnca Plan Medic*rn $upplement FIan -{SLnt - (M$P) $100 deductible In addltion to Medicare Paile A & B deductiblss $50,000 Lifetme max, benefit Hospital $ervices Paye 80% affer $100 MAP Paya Medicare Part A deductible deductible for days not covered {up lo gOth day) by Medicare Medical$arvices Pays remaining 20% of Payr remalntng 20% of Medlcare-eligible$argesnot Medicare-ellglblechargesnot pald by Medicqre after $100 MAP paid by Medicare deductlblo Peye Medicaro Part B deduetibte Prescrlption Drug Reteil; 807o Not covered $5 min/$15 max generic $15 min&45 max formulary $30 min/$90 max non"forunulary Mall order: 910 generic 930 formutsry 960 non-formularv Reliree Contributicn Poet-65 Retired Befnre U1nO04 None. Retiring on or After 21112004 Hmployees recehne fixed, definecl dollar subsidy based on seruice at retlrement. Annualsubsidy per year of eervice; Retiree: $S0 Spouse: $40 No cash ls a,iallable; subsldy only recoived if retiree buys covsrage from Ni$ource. 1 Avaitablo only lo ernployeas retirirg on or after 2/112004. Coneultiug $ ReflrumeFt ,Appendi,( FtDpdslsy & Sootidefiial I N54tlVi3+ltSOURcE Fpkgg [email protected]"Kt{iFSg F+bruaryAo12 Plarr Flovfabns l 25 Exhibit No.4 Schedule No. 7 )age 29 of 57 Witness: D. D. Schmelzer Ni$surce Fostretirement Welfare Plans *Iewifi Medicare Part E Premium Reimbureement Union Hired Before 611120}9 None. l"lirEd on or After 0/1/2009 Ni$ourue provides $450 annual reimbursement for retiree^ Nonuniorr Retired Before t/1/2ffi4 None, Retiring on or Atter ?112004 Nisource providea $4$0 annual reimbursement for retiree. Msdicare Fart D Promium Reimbureement Union Retfring Before 1nn$fr6 Nons. Retiring on or After 111/2008 $35 per month for retiree, t{onunion None. Continuation to $pouses of Covarage continues until death of *pouse or until spou$e Deceasod Retirees remanies. Retiree Life lnsurance Eligibiltty for B+neflts Unlon Ago 55 and 20 years of service or age SS 6nd 10 years of sorvice. Nonunion Age 55 and 10 years of seruice. Available Covercge Union Amount of ineurance is lhe sum of the retiree's gift and optional Insurance ai the time of retiremont, suhject to a 910,000 maximum. Nonunion Retired Before 2/1/?004 25% of the am*unt In effoct on the $eptember $0 of the year prior to the year of retirement. In force $eptemb+r 30 henelit equals 200% af annual earnings as of each September $0. RetiringonorAfter2/112004 $?F,0S0. Exempt Emptoyees Retiring on or After 1/112006 $10.000. Cons$ltlng I Rs||r€ffiFnt AFpeldl* Froptui/fiy&con$denlial I }'15,f1M$.I{|$OURQEFASH 10S.DOCA$i.l(t.06mg FebIuEe?012 flafl. Frovtrlon8. I 26 Exhibit No. 4 Schedule No. 7 Page 30 of 57 Witness: D. D. Schmelzer Consulting Retirement A*tuarimfi ffieport Calumbia Energy Graup Posfrefire ment Welfare P/ans Awounting Informatian Under ASC TI s December 31, 2010 Measure ment Date o : .. i i Prapiletary & eor|lldeillf,t #4WUrxew*tr Exhibit No.4 Schedule No. 7 Page 31 of 57 Witness: D. D. Schmelzer Columbia Energy Group ffiWHewnr Pottretiremeni Welfare Plans Tabfe of f,sntents Accountlng Requirsrnonts $ummary /. Financlal Disclosures, FYE December 31" 2010 4 Determination of Net Periodic Posfetirerfient Benefit Cost for Ftscat 101 0 and 2011 7 Development of Pre-ASC 71F-?0 Accrued poshetirement Benefit (Liabitity) A*set I Development of Liability and Amet (Gain) Loss I Development of Amortizaton (Gain) Losr 10 Amortization $chedules 11 Appondix Fersonnel lnformaiion 13 Health Care Claims bevelopment 14 Actuarial Assurnptions 15 Plan Provlslons At o Gofisrltlfi 0 | Feti-enrern t Pr.sistsryg eo!fldEn$ot I Ng4!M3,COLUIIE|ArASB lBB.0OCtgAi-1fi.05S&l tubruary?0tz t ; Exhibit No. 4 Schedule No. 7 Page 32 of 57 Witness: D. D. Schmelzer Columbla Energy Group ffiWHexryiu Postretirement Welfare Plans Ancuu nting Requ i nements Consultiilg i Rerirement A€#r.rll[E Re{BjFe.rien{s ProFrlBfary & cort[doaual I Nstl lv1 $-coLuli6!d FA$a 1 0s.socE31 l(1.0$693 FEhrudv 201 2 Exhibit No. 4 Schedule No. 7 Page 33 of 57 Witness: D. D. Schmelzer Cotrumbia Energy Group ffiWlIel,**s Postrothement Welfare Plans St,rrnrfiary nis report oontaine the A$C 715 ascounting information il$ed for2010 year-end dfsclosure and ffie :. development of fisqal ?009 and 2010 expen$e for the postretirement wBlfare benefits provided by i Nl$ource lnc. for the Columbia finergy Group plans. ; *h;afigs$ Reflected : A discount rate of 5.S$Yc was used to determine 2010 expense, but was changed to b.p$% for year-end i dlsclcsure and the calculation of 2011 expense, : The health j care trend assumption raras changed to 8,5% for 201 0, grading down to 5% for 201 I and later Y*"t' ' mortality assumption i fne was changed to the RP-2000 Combined Healthy participant Table, proJected to i 10f1. : I i Health care claims were updat*d bssed on experience through December 200g. i lnrpect of H+artir *ar* Refsrm en M*dipar Asaiatavree Fran ttealih-Care ; Reform required tho elimination of lifetime maximums from welfare pians, *xcept retiree onty plans. The M*dical I A$$istan0e Plan (MAF) option, whish wao not part of a retiree onty ptan, ihad a lifetime $$0'000 maximum, Thefefore, the Golumbia plan liabilities were rern€agured ae of March 31, 2010, to remove the lifetime maximum from the MAP, The impact on the other groups was immaterial, Effective $eptembet 1, 3010, Ni$ource reslructured is retiree welfare plans sueh that Eil po$t$S coverage t$ paft of lts plan. own separate so the coh"rmbia plan liabilitios were rsmeasured again ar of August 31, ?010, to r*instate the $50,000 lifetirne maximum to the MAp, - ConsultlnglR6|trsrRent : Accg{tri0ug ftcquhomsnb prerbtnrv8corrfi{(*ttral lt:54t1v1&colr"}M8TAFA$B1ffi-ooq/$l-K1-0sBst i Fsbruary?0r: $unrnary | 2 Exhibit No.4 Schedule No. 7 Page 34 of 57 Wtness: D. D. Schmelzer Columbia Energy Group trI$s'itt Fosfetiremeni Welfare Plans $urnrnary of Tatal Results Followlng is a summary of the total results of the ASC 715 valuation. Detalted information split by Plan (heatth caro ver$us life ineurance) is included in the Acoounting Requirements eoction. Deoember 31 2009 December 3l 20{0 *{ccumulEtad Postretirement Banetit 0bllgaflon (AF8O| Actives $ 108,526,718 $ 107,62$,33? Retiree$, Spouses and Surviving Spouses _ 229,182,712 ?29r97S,3q5 Total $ 336,708,430 $ 3331609,037 A$.$sts $ 251,689,953 $ 2&7,434,971 Ns,t Perlodlc Postretirement Eenellt Cost Servtce Cost $ 4,404,438 $ 4,372,S68 Interest on APBO 19,v5?,454 16,S08,513 Return on Asgets (20,868,864) (23,301,751) Net Arrorlization snd Defensl 3,466,464 'l_l0e,pqe_ Net Fostretiremeni Benefii Co$t FffiI $ {sr0,581) Curtailment Charge U U Total Fostrstinornent Benetit Cost $ 6la;Es (810,581) ,Assumptlons Dlscnunt Rate 5.860,6 / 4.610/o 8.29o/a Health Carc Trend Rate Trend for Next Year 7.504k 8-000/o UltimaleTrend 5.00% 5.00P/o Year Ultimdte Rate Readred 2015 2017 Ferconnol Infonnatlon {H68lth Cere) Actives 4,44 3,849 ,Retireee and Surviving Spouses 5,587 2 5,Bgl 3 Tho llfetime maxlrnum in lhe MAP phn was refiroved, effuctlve Msrch 91, 2010, Thb change has been reflsdtBd in the 2010 expense frtmApril 1 through August 31. The subsequant relnslatoment of ths lifetime rnaxlmum efbciive as of August3'l has boon refiecl,ed. Excludes 3,318 relirses wlth post-S5 supplernent only" Excludes 3,53? retirees wlth post4s supplement only. Cons$ltlng I fi*tb€nrBnt AscQurtils R eqlfsrfi € nl$ Pw'tetsry&f,onelo{rthl lH641M3.COL(J|.fiBIAFA$B j06.DOC/3At-t(1-oS6m Fabruay?0{? $urnrnary | s Exhibit No. 4 Schedule No. 7 Paoe 35 of 57 Wiiness: D. D. Schmelzer Columbia Energy Group ffiWllery$,nr Fostretrement Welfare Plans Financinl rftisclusurff$, FYE Deusmher 31, ?fi1il The 2010 year-end financiei statements included the fottowtng disclosures, under A$C Z1$, l'lealth Gar$ tifE InEurcnce Changa in Esnsfit Obllgatlon Ouring :p16s612619 Accumulated Fo$trstirsmsnt Benefit Obligaiion, December A1, 2009 $ :97,0a8,722 $ 38.709,708 $ervice Cost 3,84S,250 815,188 lntenest Cost 16,80S,263 2,243,191 Plurl Am€ndmeflts a 1,3S0,297 U Estimated Farticipant Contribrrtiona 3,630,088 0 Curtailment (Gain) Loss 0 0 Actuarial(Galn) Lose (7,s74,63S) s,484,686 Benefit Payments Faid by lncuffed subsldy 61g,gs3 0 BefisfitB Paid Q6,401,345) fl,??Ll4e) Accumulst# gl, - *. Postretirement Senefit Obligation, Fecember 2010 $ 289,981,693 $ 43,7?5,044 Change ln Ptan Aeset$ Durlng Flstat 2010 Plan Assets al Fair Value, Decernber 31, ?009 $ 204,15?,794 $ 47,532,169 Actual Return on PIan Aseets 25,364,399 5,S41,145 Company Contributiona ?8,434,530 1Q3,A30 E$timated Par{icipant C+ntrihuti0ns 3,$30,0s9 0 Benefib Paid _* (?6_,101,345), (1,3j17,72s-) Plan Asoets af Fair Value, Doceftbsr 31 ,4010 $ 235,,18$,4S6 $ 62,?4S,505 Funded Status of tha Plan, Decerrhergl, ?010 $ {54,6e6,127i $ 8,524,461 Amounts Recog*lr+d lil $trtement of Finuneial pu*itlon It{oncurrenl Assets $o $ 1524,461 Currpnt'Liabilities 0 0 Noncumont Liahilities {54,698,127} Net Amount Recognieed, December 31, 2010 $ i$4,ss6-12D $ 8,5?4,461 Mgasurement Dale Deceflber 31, ?010 December31,2410 Amsunte Reeogniaed in Accumulatsd Other Sompruhenslve lncome Net Transillon (As$sti Obligfr fi on $0 $0 Prior $ervlce Cost 6,SS8,64S (219,480) Net (Galn) Lor* q'?8e3p7 ,.,,",.J3,534,410 *,. . $ 20,193,065 $ 8,767,887 Qon$$lflng | ftqlhonnnt gohtd0flrial A+ao{rrun0 RequlrEmorB PFFFrrclsrr & I HE4! 1!fla"mtulrBrAfAs.g 106.ooc/a31-Rr{EBsg February znr? { Exhibit No.4 Schedule No. 7 Page 36 of 57 Witness: D. D. Schmelzer Columbia Energy Group ffiWHe$rytft Postretirement Welfars Plan$ He*lth Care Llh Ingl,gance Servlce Cost $ 3,849,250 $ 61S,1€8 Interast Cosf 16,809,263 2,249.191 Expested Return on Plan Asseis (17,152,490) (3,716,378) Amortlzailon of: Un rac0 gnlzed Nel Transition (AsseQ Ohligation n Unrocognized Pilor $ervice Cost 2,500,884 (256,486? Unrecognized Net (Gain) Loss 863,735 . ,., ff0'g4t N6t Pcrstroliroment Benefit Coet $ 6,870,642 $ (756,1M) Curtallment Charge 0 Total Po$trotlrement Bensfi t Cost $ 6,870,642 $ (758,154) Other Ghanges In Phn Aeaet-e snd Postretlrement Beneflt Ohugqtlon Rucognlxed In Qthsr Comprehenslvs lilcome Prior Service Cosv(Cr€dit) $ 1,350,297 $0 Net Acharial (Galnllloss (16,186,544) J,259,919 Cudallment 0 n Lees: Amottization of T16n$itional (Asset)/Oblfgation il 0 Less: AmortizaUon of Prior Sorvice CoBt (2,500,884) 250.49CI Lens: Amortizaflon of Not Actuartal (GainlLost (863,i9$J - ...*.(358-34,il" Total Recogniaed in Other Comprehensive Incoms $(18,200,866) $ 1,188,074 Total Recognlaed tn Net Psriodlc Benefit CoBt and Othef Comprehensive Income $ (11,330,224) $ 4CI1,9?0 The estlmated net adusrlal loss, prlor serllGe @st, arrd transitlon obllgation for ths postrotlrement benefit plan that will bo amortized from accumulaled other comprehenslve Incorne into net periodic benefit cost during the ?011 fiscal year are $0, $888,226, $0, reepactively, for health care and $425,132, ($203,669), $0, respectively, for llfe Insurail Weig hted-Average Assum ptlons to DotDrmlne Benef lt Obltgatlo n Dlecount Rate 6.2C% 6.29Ya l-{ealth Cnte Cost Trefid Rates Trend for NsKYear 8.007o N/A Ultimate Trend 5.00% NiA Year Ultimale Reached 2017 NiA Weighted{verage Assurnptlona {o Delsn$lne Not Perlodlc Senefit Cost Dlscount Rate 5.88% 5.860/o Expectod Return on Plan Assete 8.28o/D 7,80% Expected Contrlbutlsns for Fiscal 2011 23,01S,000 100,000 Con$i.rlffog I Rellrsrnsnt Acaouriilng FqBtsrn€ntq Propdsts|y&C{fltldgr}r}d lNS4i1VISCOLUMBIAfASBl0amgi&?1-Kt-0$6$ FohrqaryS0l2 5 Exhibit No.4 Schedule No. 7 Page 37 of 57 Witness: D. D. Schmelzer Columbia Energy Group Postretirement Welfare Ptans Effect of Shange* In Health CIare Trend Rate l7r Increqes 4% Decrease Chsnge inAPBO, 1?ffin}fi $ 13,7S8,000 $ {13,171,000) Chengo in ?010 Total of $ervlce Cost and Intsr6s{ Cost $ s23,000 $ (sss"000) frstlmated Future Benefit Payments The following net benetlt payments, which rEflect expected future servioe, as approprlats, are expected to be paid: Ysar{sl Net Healtft Llfe lnsura$ce 6uhsidy . ,-PT9.F,f,teltF, .",,,,, ",,. rPenffilq, , ". ..nncotpt$ 2011 $ 20,9€0,000 $ 970,000 $ 030,000 2012 $ 26,440,000 $ 1,080,000 $1.190,000 ?01s $ 25,580,000 $ i,200,000 $1,460,000 2014 $ 24,810,000 $ 1,340,000 $1$60,000 2015 $ 24,280,000 $ 1,480,000 $1J90,000 2010"2020 $ 120i530,000 $ 9,910,000 $8$60,000 Consilltln! Rotk€m{fit f A{to{n$nfl Requlf€fients Fr6pd€81 & c'oofldenrhl I F{54{tvr+coLu&{B!q FASB 10g,nocm1+(t{5dst FsM|8ry ?012 tt Exhibit No. 4 Schedule No. 7 Page 38 of 57 Witness: D. D. Schmelzer o. ro L?To$ (' LL >E 8x] t "qEl $ HfiE "h$l F"l$ sEB EJS}o;i gplg dqeFF$$ fig $*lI $$g H6 # :-l ; l; 6 1"1",!,n@ C) {) fo c{ o o k2 c'0d N I F 6 s 88E (It (?l *$ tf do gg|t"u$lp g%to erFot o o u r5g"$$lg" FF' s-P t F o E .o "l; c{ ru cl (t P C\E :-l" *"* l" !u rh6 u.E o Cu- E o ffh (J $$ Trt *l: Fgl;o E gqg uqy f;{er*l O F 1$$ rsE |:ifl BS & F OOOog|o Lboi;E :l a.0" o^ r-E Yr qNEol60 r @{F €.s (o (.t td HE NN -qE PqF$qi1$E$$ll Ft XtSb& {J o. ottr +i I @ tt 'o-g N o "$fi| "$*l hro o g H$ ql E l- o @ $$g E"lF HFU 0la $$l $ $ Efi6 o € #H o J N A ; 6 *,+(, rs- o l_ l_ l_ l_ qlla s "$Bl "H$l sst oooct()o ? I @ oo6 .5s bs u $ $ g d 6tdd $$E h 3HE et $$l $ N. H" d d|.j o #8. I NN E lr,k ; UXI u "*l u "ss l" [5 f;8 r {p 9i @ l* l'" l,+ "'41 {t UE R nF tJ rct o -Hf; co g' o Hs fit ,8fi g& an {L f,) i; .E CI.8 E .gEu a "i{!F H3 g ilI 5 E, .q q o #E E B +-9()it E E-: E E .q; g 6 - EE * flq flg' b h*4 EH * E" {.*$ E *$f, & EE H6 Fb =o) {fi*FEg*tEggfr*fi*E$e :83.ts= l*Otr3 r8 c>\ Ji{ ,e E$ $g UE FEg $f & ntr fsfi $t$ s F fisEfl $frfi$ fig, E$g ()O- Exhibit No.4 Schedule No. 7 Page 39 of 57 Wtness: D. D. Schmelzer Columbia Hnergy Group ffiWFrerry*r Fostretirement Welfare Plans Devml*pm*nt of Pre"A$fr 715-30 Acurued F*stretirsment *enefit {l-iability) Ass*t Hsalth Ga|s Llfe Insuranco (1) (Accrued)/Prepeid Benefi '12131/2009 Cost, $ (95,441,00?) $ 1S,432,264 s {39,014,74t) (2) Fi$0al 2010 Not Pefiodls PoshethBmont tscnafit co$t 6,&?0,642 (756,1$4) 6,114,488 Curtallment (Galn) ($) Loes 0 0 0 (4) Subsidy lneuned 6.19,95g U B1S,e5S (5) Gontributlonr, 01/01/?410 to t2l31/?0i0 Z8r4f;4rqtg , , " 1,0?,sqo e,q'q$'10o, (Accrued}iPrepaid {6} Ooot at 1?91/2010, $ {94,503,072) $ 17,29?,348 $ (.|7"210,724) tl) - (2) -{3}- (4} + (5) Contulltnil Rettremert | Ae0o(n{ing R6qutrenrdrils ProFrlshiy& Qonlidentfat I MldIlvli-colwBrA FASB t00.Docro3t,Kt-0mgs f,elxuxytfl2 u Exhibit No.4 Schedule No. 7 Page 40 of 57 Wtness: D. D. Schmelzer Colurnbia Hnergy Group ffiWHervrfi Postretirement Welfare Plsns Dovelopment of Liability and Asset {Gaini Loss This page details the calculation of the liability and asset (gain)/loss. In addition, it develops tho actual return on plan assets. floalth Care Lffc Insuffince Total Oevelopment of Liab{lity {Gain)/Loss (1 ) Accumulatsd Po8tratiremqnt B8neftt (APBO), Obllgation 1 2131 t2g0g $ 2S7898,722 $ s8,709,708 $ 336,708,430 {2) $arvlce Cost 3,949,?50 615,r88 4,464,438 (3) Seneflt Payments (26,401,345) (1,327,729) €7,72e,074) (4) Benefit Payments Patd by Incilrrsd Subsldy 619,953 N/A 61e,953 {5) InterestCpst 16,8@,263 2,;243,191 19,052,404 (6) E$thated Pstticipsnt Contributions 3,630,098 n 3,030,c88 fi) Curtal|meflt (Galn) Loas 0 0 0 (8) Expected APBO, (1) + (2) + (3) + (4) + (5) + (5) + (7) $ 296,505,931 $ 40,240,358 S 33€,746,289 (9) Arnendment, 12I31120{0 1,350,207, . 0 _ 1,3s0,?97 (10) ExpeciBdAPBO, (8) + (S) $ 297,856,228 $ 40,240,358 $ 830,096,586 (1{) Aa$al APBO, 1 2131/?010 2se,q81,5e3 ,, ag,l?i*911_ _ !$,q!q$37 (12) Uability (Galn[Lors, (11) . tg) $ {7,e74,635) $ 3,4M,686 $ (4,48s,S49) Dovolopment of Asset (Galn/Loas Sfld Astual Rstrrn on Assels (1) MarkerVatue, 12/3J/2009 $ 204,1$7,794 $ 47,S2,159 251,689,953 (2) Contrib0tlons 28,434,530 103,930 28,5S8,460 (3) Estlmeted Partlcipant Contributione 3,630,088 0 3,630,088 (4i BGnefit Paymenb (26,401,345) 11,127;t2S',t lu,7?s,074l t5) Expocted RBlum gJ9r4go-. 3,718,474 20,88S,868 (6) Expected Mad(etVElre of Asseb, 1A31EUA $ 22S,S73,557 $ 50,024,738 27S,998,295 (7) Actual MarketValue, lA3InA1g ,235,185,466 . J?,Ftg,p5 287,4M,9?1 (8) Asset (Gainyloss, - (7i (6) $ (0,211,000) $ (2,224,7571 fr (10,43S,S7S) (9) Aclual Return onAsseb, (5) - (B) $ zs,3$4,999 $ I,S41,145 t 31,305,544 Consulllng I R€tlr€ftent Acc*ilflnq Rqqulrsftonl€ ProPr.l€tary & Codlldentlal I N&'11Vt3-COLUM&|A FASfl 1g€-p0$tg$trKt.056$3 Fsbruay tEtZ & Exhibit No. 4 Schedule No. 7 Page 41 of 57 Wtness: D. D. Schmelzer Columbia Hnergy Group ffiWHtuT$,itf Postretirsment Walfaro Flans Deveiopnlsnt of Arncrtization ef (Sain) L*es Urrecognired Nat (Satn| Lo+s Health Qaro l-ifo lnuur$ncs (1) Unrgcognlued Nst {Galn)fl-oss, 1281&000 30,584,690 $ 8,0s5,78S $ 38,670,478 (2) RecognizEd {Gain)it-oss 8S3,735 s5E,$41 I,222,078 (3) AB$$t (Sain)/Loso (8,911,900) (2,224,7471 (10,496,S761 (4) Liability(GainliLoss (7,974,€AS) 3,484_686 {4,489,e4e) (5) .Curtallment (Gein)/Loss 0 U u (6) Unrecogni;zed Net (Galn/t.oss, 12y31tt01 0 (u. (2)+ (3) + {4) .r,(S} 13,534,410$,8,987,3S79n,i21,?77 Amorlie*tion of {Gain} Loss A$C 715 requires amortization of that portion of the unrecognizsd net {gain) toss in exceae of the greater of 100/o of theAeeumulated Postretirement Benefit Obligation and tO% of tfre Markst Value of A*setc. The minimum amodization is the excnts divided by the remalning servlce perlod of active plan participants. l{ealth C*re Llfu Ingurance (1) Total Amortirable (Galnlloss $ 13,534,410 $ 8,9S7,36? G) 1A% of Accumulebd Postreliremsnt Benefit Obllgation $ 28,988,159 $ 4,t7?,504 t3) t0% of Market Value of Assets $ 23,518,547 $ 5,274,951 {4} Greatnr of (2) and {3} $ 28,988,159 $ 5,??4,95i (5) (Gain)/Loes Suhjoct to Amorthatlon $ 0 $ 3,762,417 (6) Average Remaining $ervice 11.4'l yearo ts,S5 years (7) (Gdifl)/toss Amortized $ 0 $ 425,132 Canout{ln$ | Retrenlelrl &sounllrE R€qutrellrf{tt€ Pr'nfrloidry&Cinftfrrttat | ilIS4IiV1+COLUMBIAF $BlfFJlOCiSSt-Kt{SsSg FsbruErvbla Exhibit No.4 Schedule No. 7 Page 42 ot 57 Vvitness: D. D. Schmelzer Cotumbia Enorgy Group SW*lernur Po$tretirement Welfare F lans Amofiization $chedules Arnortixation of Traneition Ohl i gatio n (f,saet) Yearo Remalnlng Unamor*asd Date Began as of Balance Amortizafion Ftran Arnortizatlon ailailzoll 0l/01/2011 payment Health Gare. None Life Insurance ' None Amortization of Prior $ervice Cost Yeatr Remaining Unamartized Date Bagan ar of Balance Amorfizaffon Plan 0110#201i 01/01/?01{ paymenr .. . ,imortlzEtian * Heaith Care ,{mendment Not Available 1.3$ $ 2,16,$76 1S0,4Zz Amendment 1C111/2003 B.7S 5,071,651 E7S,S18 Amondment 1U31nW7 9.29 {,602,887 lTg,ATT Amendment 3/318011 11,29 43,017,082 $,930,511 Amendrnent 8131t2011 11,u (4a,zl4!Bg6l {s,9p6,440) o Totel $-6S58S45 $ seB,?*S Life Insurance ,qmendm€nt Not Avaitabte 1.95 $ (60,90l) {49,1S0) Amendm€nt 10/1/2005 0.7S (1d0,489) (1Ss,4Sg) rorar$€19,480)$(208,669) Consultlng I &dtlrcmerl Aocountlns Requlf 0tupnl6 Proprlsbry&c,ofltldcnriat lN$4{l,vt9csLut6tAFA$E{a6.Docr331-l(1.0ss93 FefrruEryzir? 't1 Exhibit No.4 Schedule No. 7 Page 43 of57 i Wtness: D. D. Schmelzer . Columbia Energy Group SWrrewnr PostretirementWelfare Plans ! Appendix Cofi$ultlng I Rslt6mbr,t pr@fisHry&cqntidElrht App6ndx I Mid11v1+coluaiBtA.FA$s 106^DGc/g3t{.1-O5S9S Febril8fvlul* tt Exhibit No. 4 Schedule No. 7 Page 44 of 57 Wtness: D. D. Schmelzer Columbia Hnergy Group SWFrewitr Postrctirement Welfare Plans Fersonnel I nfornr ation Thie toctiun prssent$ demographic information for participants included in the valuation. The participant data ws$ colleot*d as of January 1, 2010. Particlpant data as of January 1, 2009 has also been summerlaed for comparison pu#oses. Number cf Participenh Januarv {.200S Janusrv {. 20'10 Union Nonunlon Total Unlon Nqnunlon Total ilsalth Care Actives 1,1?S 3,0$5 4,224 1,035 2,81{ 3,84S Retirees & SuMving Spousos 970 {,2$9 2,2A91 066 1,393 2,3592 Spouses ?TT 1,130 1,4A!. JUC 1.18:1, 1..4SS Tstal 2,376 5,524 2900 2,306 5,358 7,664 Life lnsurarr*o Actives 833 2,090 2,923 / oi) 1,952 2,737 Retiress 439 1,587 2.a48 491 1,734 a.aas Total 1,272 3,677 4,949 1.,276 3,680 4,962 Per*onnel CharactErlsticr of Active and Oisabled Farticipants Januarv l. 2009 Jenuaw'l- 2010 Unlon Nonunlon Tohl Union Nonunion Number 1,129 3,095 4,?24 1,Q35 2,814 3,949 Avarage Age 48.3 47.3 47.6 ,18,8 47,7 48.0 AveragoYeam of Service 19,9 19.1 1p.3 24,4 1S.S 19;8 1 Exctudes 3,318 retirees wilh a poet$S supplement only. 'Excludes 3,592 retir€e$ wllh a post 85 rupplement only, Consultlng I Ftotiremo*t pro#letary&Conlldstldl AppBndh I NF4IIVIA-C0LUMSiAFASB t0S-DOCnii.Kt.0t6B3 FebrusryZ01A Psnonnel Intomstion | 1s Exhibit No. 4 Schedule No. 7 Page 45 of 57 Witness: D. D. Schmelzer Columbia Energy Group ffiWnrrnitr Postretirement Welfare Plans Heslth *are 0laim* Develaprneni $slf*lnsured premium equlvalents, fully-insured pfemiums, and anrollmentwero used io develop average per capita claim cosls by age. Development ef S*if- lnsu red Premium €guiverlents projectians $epartte were perfoinred for pre- and post-65 plans, For each plan, 36 months of paid claim and enrollment data (January 2007 - December 2009) was used. The data was separated irrto three expeiience periods. For each experience period, paid claims were divided by enrollment, which was legged two months tc account the lag in claim payments. The per-employee cleims were then trended io 2010. Finally, an adjustmentwae made to account for any plan design changes, and applicable adminlstralion feeswere then added to calculate the average self-insured premium equivalent lbr each plan, The initial pre-65 claims costs for the purposes of the 2010 FA$ f 06 6xp61ss estimate were adjuSted for 1?/31/2010 disclosure due to an under-reporiing of prescription (Rx) drug claims data by Wagreons. This $djustment incorponated conected Rx drug data and is included in tire overal{ 12131/2010 actuarlat gains snd lssses. Acljusil'nents t* Fully-lnsured Premiurn For pre'66 participants, the fully-lnsured pr€mium applies to activs employees and retirees. So for each plan, thn hue retiree co$k were developed using the active and retirse enrollment and age distributions and a 3% per year age gtading msumption. For post-65 partlcipants, this adjustmentwas not required. The self4$surod premium equivalents wers then enrollment weighted with the adjusted fully-insured premium to develop ffte average per capita claims cast. The annual amounts for t010 are as follows based on afl average pre-6$ age of60 and an everage post-05ago ofZ4: Fost-BS Medlcfira PrB-65 $upplement MAP 2 Cl*lms $ 7,9$e' $ 1,s33 $ 4,270 Medicare Part D Subsidy $ 695 'Thb ratB represents rsthe$ a oftty tsto, The deftned dollae subsidy was applied against e blanded ac{iveireikeo prernlurn of $6,8G0. excess of the 97,93? claim overlhe $6,100 premlum is provlded byNi$ource, -Availahla,The ouly to employeeE who rcfiro on 0r afrer ?/f /A004. ConsultlfE R*i$A1Enr I ApGefdix proprielary fr N641iun-cofrrM8tA $onf,der!fldt I FA$B 10B"Gccto$t-Ki-0sogs Fdbruary a)lz Health Carc Clsk|l$ Dsushmaftl i4 Exhibit No. 4 Schedule No. 7 Page 46 of 57 Witness: D. D. Schmelzer Columbia Energy Group ffiWrrer--,nr PostreUrement Welfare Plans o ActuariaI Assumptions Thls section includes details on tire health care trend rate and other acfuarlal assumptions used for the Decembor 31, 201 0 valuation, Ohanges from ihe prior year are noted. Employees Included All active and disabled participants who are eligible to aventually receive postretirement medical beneflts, and all retirees and dependents currently covered are included, FultHligibility Date Health Gare AEsumod reUrement age, because benefit accrues with service. Life Insurance Ten years of sarvice after age 45. Moasurement Date December 31. Census Data The data is as of January 1, 2010 and th* liabilities have heen rolbd forward to the measurement date. Discsunt Rate 1?/31/2010 5.29%. 12/31/?009 5,8G%, Expeoted Long-Term Rate of Retum Nonunion 7.50% Union 8.V50/o Weighted Average Expected Long-Term Rate of Return Health Care Assot+ 1213112010 8.?-dYo. 12/31/200e 8.25o/o. Llfe lnsurance Aseets 12t3112'CI1[ 7.87%. 12t91t2009 7.88%. Health Care Cost Trend Rates Before Change 8% (8.5% for post-65 medicalonly) for2009 grading down to 5olo for 2015 and later years. After Change 8.5% for 2010 grading down to 5% for 2017 and leter years. Retiree Contribution lncroases Equal to Health Care Cost Trend Rate (except as noted with amployer subsidy cap), Con+ulthg { Re$rsmert APPan& F.rop/Hery & Confldontd I Ns4ltvtssot-UMHA FA$:IB E0s.ooc/331-K1"06*fi3 Februnry?$1? As&ad&l As$ufr*tton*l t5 Exhibit No. 4 Schedule No. 7 Page 47 ot 57 \Mtness: D. D. Schmelzer Columbia Enorgy Group SWFkw*r Poetretirement Welfare P lans Mortallty Ratas (Heatfry and Disabted} Before Change RP-2000 Combined Healthy participant Tahle, proiected to ?010. After Change fiP-2000 Combined Healthy Farticipant Table, projected to 2011. WithdrawatRates $etect and ultimate rateg as shown in Table A. No wlthdrewal assumed after athinment cf eligibility for retlrement. Disability Ratos Rntes not used. Only current disabled employees have been included. Retirement Rates Probabltity by age. $ee Tabte B. Active Emplsyee Dependent Goverag+ 80% of participants are assumed to be manied and elect coverage fortheir spouses" \Mves ars assurned to be three years younger than their husbands. Future Retiree Coverage Flections Election of future reliree pre"S$ health care plan is based on current elestion pafterns for ac$ves. For po$t-69 coversge, all emphyeer are assumed to elect fl-te Medicare $upplement plan. Fulurc Participation percentage of $arvlge _Y,a'grs ,,". * , "* Retk6ln 10"1s 2G29 S0+ 2006*20?1 7A% 80% 90% 2022-4Q31 S0% TQVo s0% ?032+ o0% 60% ?0% Lapse'Rates Retirsd Before 2t1n}04 Approximately 2% of retireos do not re-eleet coverage per year for post-65 retiree medicaf only. Ratiring on or After Zfil2004 Approximately 1Yo of retiroes do not re-elect pre-65 cfiverage per yoaf and 2% of retireer do nnt rs-elect post_ 65 toveruge par y6ar, In addition, 10% of relirees are expectad to lapse cove;ags at age 65. O Cafls.ultlng I RstirEilrEflt Propderary&corsder{bt tI641Iv1c-coL{JMF.tAFASB108,DOCA31-K.}-05g93 AppBn(rix t Felfuery2012 AdusfalAss's{rptbnsl iB Exhibit No. 4 Schedule No. 7 Page 48 of 57 Witness: D. D. Schmelzer Golumbia Energy Gmup ffimruewilf Postrotirement Welfare F lans Aging Attain8d Age Annual lncreaaee 55-M 4Yo 65 -69 3% 70 -74 2o/o 75 *7S 1o/o 80+ lVs Aging afhcts Medical and Drug claiin costs and Administration costs. Actuarial Equivalence to The $llAp plan qualifies, and Nisource has Medicare Part D Coverage applied for the Retiree Drug Subsidies from the federal govsrnment for all retlrees In this plan ActuerialCost Method Unit Credlt (Prorated on Service) Cost Method. Oosts are prorated over the attribution period, which is defined as the period from dato of hire to the full eiigibility date. Admini$trative Expenses lncluded in per capita claim costs. Health Care Claim Amounts See Healtlr Oare Claims Development section, Consultlng I Rettremeflt ApFcrdi:r'iz Fropffebry.! Gonlldansd! | N541IVJ3-COLUMBIAFAS$ 106,DDCB31-K1{9645 F+bal6ry?tr1? *atwrtg*a$rmpd{iil Exhibit No. 4 Schedule No. 7 Page 49 of 57 \Mtness: D. D. Schmelzer Columbia Energy Group d{Wrftr*nr Postrdtirernent Welfare plans Hoalth Care Reform Exclse Tax For Ni$aurce, we examined the effect of the exciee tax for all plans and groups combined (non-union and union). We oxamined the costs separately for single snd married retireee. For each of these coverage catogories, the pre- and post-65 premiums were blended based on headcounts. Tho exClbe tax'was then esflmated by projacting these premlums and comparing them to the proJected excise taxthresholds. The exc6$s of promlums over the thresholds is suhject to the excise tax, and the resulting 40% exeise ta><, and a tax gross-up assuming a health plan tax raie of 35% wa$ incorporated in the benefit obligation. The premium$ were projecied uslng the health care co*t trend rate assumptions as of December il, 2010, The excise tax thresholds were increasgd to the extent that health care cost trend rates exceeded Sg% for the period 2010 through 2018. The iotat health care cost trend rate lncnease from 2010 to 2018 was 68.6%, *c the statutory ihresho,lds were increased S.7S9o (1.$8$/1.58) fram $1 1,850 to $12,88S for *lngle coverage and from $80,950 to $33,657 for maried csverags {pra"S5). The post-S5 tlrresholds were increased tq S1il,0g2 for eingle and $29,905 for marisd. The throshsld then innr,eases with CPI+ 1 910 in 2019 and GPI for years after ?01 g. For long- term annualCPl, we asgumed 3,So/0. Eased on this msthodotogy, there l$ no impact on the Nl$ourse plan Ilabillties. Gonsulllng EeffeReftt I Appendix Fmpridarf &confld€n$d NSdf lvr$'ccl-uMslAFA$B100,Dsc/gs{.1(1-ffs6tc I Frkilw}01t ActuEdd Assurnptonsl 18 Exhibit No. 4 Schedule No. 7 Page 50 of 57 Witness: D. D. Schmelzer Columbia Energy Group ffiWHewin Poshotirement Welfar,e Plans Act$arial Asuumptions Table A1 Nondieahled Withd rawals per {,000 Partlcipanta Union P*rtlclpants Only Lee* Than Less Than Present 5 Yeare pt 5+ YearE Presenl S YearE of S+ Years Age $ervlce of Sarvice Ago SErvice of SErvice ts 160 80 *1C 80 40 16 160 80 36 74 37 1'' l, 160 BO 37 6B u 18 160 80 38 82 31 19 '160 80 39 66 2B 20 160 80 40 RA ?5 2'l 156 78 41 48 24 22 152 76 42 46 23 /,,5 148 74 43 44 22 24 144 72 44 a, 21 z5 140 70 45 40 ?0 28 136 68 40 38 40 .lA 27 132 66 47 18 ?8 128 64 48 34 17 t4 tq 124 62 4S a1 16 tn. 120 60 50 30 15 3'l 112 56 51 24 12 aa 104 52 52 1B 0 ?e QA 48 Aa 12 6 34 88 44 54 6 3 55+ 0 No withdrawal assumed after attainment of ellglbility for rctirement. Consultidg I R€lirwncrlt Aspaftdu FruprlBl€ry&Cfflld$rllS I NS{tllVlScOLutUFlAFA$F10E.DOCti3{-Kt-{66S Fflt${*rygDla Actr$riat Ass{mptbnsl 19 Exhibit No.4 Schedule No. 7 Page 51 of 57 Witness: D. D. Schmelzer Columbia Energy Group ffiWr{e**h Postretirement Wellare Plans 'l-ahle A2 Nond[aa bled WithdrawalE p*r 1,0Q0 Perticl pants Ncnunlon Partlclpanie Only Annual Numberof Wifhdrawale Per Annual Number of Witfidrawals P*r 1000 Fadlclpants '|ll0$ Patlcipanh PraBeni012g4>=spresent 0{3}4>rE Age Yoars Year Yeors Yoars Ysaro Years Age Year$ Year Years Years YEars Yerr$ 16 175 175 175 175 175 175 40 1S9 149 198 128 119 RA t1r\ t4 ts 175 175 175 175 175 159 149 138 128 r19 $? IT 175 17S 1?S 175 17R l7$ 42 159 140 tsB 128 t19 4g 18 t?5 175 175 17$ 175 17$ 43 150 14S 1$B 128 11S 45 'lq 175 tr$ 175 1?5 4"74 178 44 159 14$ 13$ 128 119 42 ?0 175 17$ 175 175 173 175 45 159 14S 138 128 11S 39 21 175 1't$ 175 t?5 175 175 46 r$9 149 138 128 119 36 &L 187 167 f67 187 157 167 159 149 {as I2ts 119 u qqn 4.) 1$9 158 rs8 {5S 158 15$ 4B r49 138 r2B 119 3t 24 1S9 1S1 tsl f$r 151 151 49 15S 149 t38 le8 119 /v ?5 AN 15S 149 t43 143 r43 143 159 149 r3s 129 119 ZT rlE ,,4 ?6 15S 149 138 146 136 61 1$0 149 138 1?6 119 27 llis 149 138 t28 1ts 128 tz 15S 149 ttR 128 11S 24 28 159 149 138 l2B 121 121 53 159 t49 138 128 119 23 2q 1S9 14S 138 128 r19 115 54 159 t4s 138 128 11S 22 9V 159 149 138 128 11S r0s 55 15S 143 13q 1?$ 119 22 a4 {,to 1$9 149 138 128 t02 5S {59 t4s 138 128 11S 2t a, {to 159 r49 t38 f28 s6 1t 15S 149 13S 128 119 :1 33 r59 14S J38 128 r1s 80 $s 15S 149 138 128 1rg 2s 't4s 34 t5s 138 128 rlg 85 59 140 149 138 1?8 1.|9 t0 7A 35 rso 149 138 128 t19 GO 15S 149 13S r28 1,I9 19 144 {5S {4S 11.8 'l19 74 b1 1gs lAg 13S 128 1rg 19 a-l l5s t49 13S 1:8 11S 6S oz 159 145 138 12S 119 1B len 3& 1S9 149 1?8 11S 65 OJ 159 149 138 128 1{0 17 3g 159 149 138 {28 t'ts 60 64 159 149 1l.t 128 119 16 >*65 15S 149 13S 1?8 119 15 Con8ultlng I Rotlrernmt AFfotldlx P6prlstsry& Csrf,dsilia! I tFlltVlS,EOtUhEl FA$B lsaDocnit-tff-0tiogg Faliruaryl0l2 Aetuf,ridAFEun$iofl 6l .20 Exhibit No.4 Schedule No. 7 Page 52 of 57 \Mtness: D. D. Schmelzer Columbia Energy Group ffimHewnr Postretirement \Ahlfars Plans Tsble S Ret[remsnt Rstes Annual Rate -*-* Final Pay Accpunt Penslon Balanoe Pen*ion .,1fio/^ 65 2% 56*57 7Vo 2o/o $s-59 100/o 470 6M1 30% $% OA 30% 26% 63--S4 30% 10% 65 5070 50o/o 6ffi8 35% 1007o 6$| 100% 10070 eonsulllng I R4{iqfielil ,rpplndh FotrldEr!& Conlkt6ndal I t'l$41tVtg-COLUTdBtA FASB 106,DOCJ3E1-K1-0FBSS FebruBry 20lz Actu€rlel Atst|mfrthncl 2t Exhibit No.4 Schedule No. 7 Page 53 of 57 \Mtness: D. D. Schmelzer Columhia Energy Group ffiWF-$ffi*r Postretirement Welfare Plans PIan Prnvislo*s The inforrnation showfl it1 thi$ $ection d€tails the benefit pravisions effeciive December 81, 2010. Retiree Heslth CEre fllgihility for Participation lmmediate. Exempt employees hirod on or affer January 1, 2010 are not eligible. Stigtbllity for Benefits Retirecl Bof,:te il1nfrA4 Age 55 and 10 years of solice or age 60 and S years of service, Retire on orAfter ilffiAM Age ES and 10 year* of servico. Availahle Coverage Pre-6$ Hlgh Deductible I (?) PPO HMOs DeductiblB $1,500 inditrldual $300/$600 individuat None $3,000 family $$00/$1,800 fqmity t$z,500 individual $5,000 family) Coinsurance 809ai80% 800/0100% 100% Copays Office Visit $zs/t?0 $20/$40 {PCP/$pcclalist) fffi',$.8s,:i'- I Inpatie nt Hospital oo g*6l{iffi-:iiH',--tg,;;f, 0u$atlent ,Surgery out'of'Pocket 91,500 Individuat 91,000/g2,000 individual None (excluding dedueiible) $3,000 tamtry $3,OOOI+O,OOO famny ($2,S00 individual $5,000 family) Lifetime Maxlmum $2,000,000 per person $2,000,000 per per$on Benefit Prescrlption Drug covered as any other Freswiption drugs are Retffll Couerage mrdical oxponse - B0% cov*red under a $i 0&80/$60 fifter deduetlble sepflrate pfognam. B0% MailOrder retailwith a $5 $?0/$S0/$1a0 minlmum/t15 maximum generic, $15 minimum/$45 maximum formulary, and $30 minifiuffif$9O rnaximum ncniormufary; mall order 510/$30/$60 copay" Con8ultlng I ReiherFonl .ASFendl,( Fmprielary t Csfilktenthl NSdl tVlaSOtUtdBtA I FASE 106.0OCIg3{-K{4$SS3 Ribr$ey e0ta Fki Pfb^rktonBl 22 Exhibit No. 4 Schedule No. 7 Page 54 of 57 Vvitness: D. D. Schmelzer Columbia Energy Group smrltewftr Postretirement Welfars Plans Retiree Contribution Pre$5 Retlred Before 1lfl1993 No contrtbution. l-lired Before 1i1i1993, No contribution. Retired,After 1/1/1993 but Before 2l1D0A4 Hired After 1/1/'1993, S0% of blended active/retiree cost. Retired After 1i1l?993 but Before 2l1P0A4 R*tiring on or After A1EAQ4 Employees receive fixed, defined dollar subsidy based on seMce at retirement. Annual subsidy per year of service: Retiree: $170 ($180 effmtive November 1, 4011) Spouse: S1?0 ($125 effective November 1,2011) No cash is availsble; subsidy only received if retiree buys coverage from NiSource. consulfing l Retlr€ment Aflpdndil( Propd6rsq'&conHertPil l NS4ltvrS.GOtJIuEtAFA$B f0e"soc,t3.l-K1-0sFs February2ql? Plsn Frovldonsl 2$ Exhibit No.4 Schedule No. 7 Paoe 55 of 57 Wiiness: D. D. Schmelzer Golumbia Energy Group ffiW$:Ierruur Posfeilrement Wdfare Flans Post-S5 Retired Before ?J1EA04 MedicalAsslstance Plan (MAP) or HMOg. Retiring After?/1/2004 Medlcal Aesi*t*nce Plan hladlcara $upplement Plan $100 dedustlble in addltion tc MedicarePeflaA&B deductiblos $50,000 Llfetlms max, benelit Hospltal$eruices Pays 800/o afrer $100 MAP Pays Modicare Part A deduotlble far days not covered deductible {up to 90th day) by Medlcare Medical$ervices Pays romalning 20o/s ot Fays romalning 20% of Medicar+eligiblo charges not Medicare-eligible charger not paid by Medicars aftsr $100 paid by Medicare MAP doductible Pays Mcdicar* Pari B deductihte Prescription Orug Refail:80% Not covered $$ rnir/$15 max pneric $15 minl$A5 max fomu,lary $30 minl$S max non-formulary Mailorder: $10 Beneric $30 formulary $60 non"formulary Key$tone Blus HMO Hospital $ervices 10070 c0v6red $50 emergency room copay $20 urgent car€ ellnb vislt copay MedicalServices 100% mvered $10/$20 offire visit copay {PCP/spectalist) Freecriptian Drugs Retnil: $1 0/$1 0/$40 coBay Mail order: $?5/$?#$100 copny Coneultlng Rs,ireftwfi I ApFoEdk pruprtetErya cofl[dffitfat N5{I1Vj$COUJ*'|BIA I FASE 10$.DOCaii1-Kt-0S6sB Fehruary ?011 FhnFfiHrishnsl 24 Exhibit No.4 Schedule No. 7 Page 56 of 57 Witness: D. D. Schmelzer Cotumbia Energy Group ffiWHsr**r Postretirement Welfare,F lans Retiree Gontrlbution Poet-65 Retired Befone 2l I 12004 50o/o of cost for MAP, 100% of cost for Keystone Blue. Retlrlng an or After 2/1120A4 Employees receive fixed, defined dollar subsidy based on service at retiremenl Annual suboidy per year of service: Retiree: $60 Spouse: $40 No caeh i* availablo; subsidy only reoeived if retireo buys coverage ftom Ni$ource. Medicare Part B Premium Reimbursoment Retired Before 21 1 {2004 Part B premium reimbursed for retiree only. Retiring on or After ?112004 hli$ource provides $450 annual reimbursement fsr retiree. Continuation to $pouses of Cornarage continues untll death of spouse or unlil spo{Jse Deceased Retirses remari6s. Retiree Life lnsurance Eligibility for Eenefits Ten years of service after age 45. Availsble Covorage Hired Frior to 1S93 and Retired Amount from the Schedule of Benefits shown below Belore211H0A4 (approximately 80Yo of basic annual salary at time of retirement) is payable in a lump sum. Basic Annual Salary Amoufit Baoic Annual Salary Amount $12,000 to $13,570 $10,000 $66,250 to S58,750 $46,000 $13,750 to $16,250 $12,000 $58,750 io $61,250 $48,000 $16,250lo $18,750 $14,000 $61,250 to $63,650 $50,000 $18,750 to $21,2S0 $16,000 $83,050 to $66,250 $52,000 fi21,260 to $23,750 $18,000 $S8.260 to $6S,750 $54,000 $23,750 to $26 250 $20,000 $S8,750lo$71,250 $5$,000 $26,250 to $?8,750 $22i000 $71,250 to $73,7$0 $58,000 $28,750 to $01,250 $24,000 $73,760 to $76,250 $60,000 $31,2501o $33,750 s26,000 $76,eS0 to $78,750 $Sa000 $33,750 to $36-250 $28,000 $78,7$0 to $81,250 $ts4,000 $36,250 to $38,750 $30,000 $81,?50 tro $83,750 $66,000 $38,750 to $41,250 $32,900 $83,750 to $86,250 $68,000 $41,250 to $43,760 $34,000 $86,250 to $88,750 $70,000 $43 750 to fi6,?50 $36,000 $88,750 to $91,250 $7a000 $46,250 to $48,750 $38,000 $9{,250 to $33,750 $74,000 $48,750 to $51,250 $40,000 $93,750 to $9S,250 $76,000 $51,250 to $53,7$0 $42,000 $98.?50 to SSB,750 978,000 S53.750 to $56.250 $44,000 $98.?50+ $80,000 CortFultiw I R$llrHneot Appendir proFtetary & Oonfid€rltial I Fl54l lVllCOLtlilEUq F'ASB 1o0.Docig3t{(1.06@3 February ?01? PlaD ftTrlslonitr ?5 Exhibit No.4 Schedule No. 7 Paoe 57 of 57 Wiin"s, D. D. Schmelzer , Columbia Energy Group : ffimroHewflr Postretirement Weltare Flans . Hired on or After 11111993 and E0go of final base pay to a maximum of $50,000, Rethed Fefore Zt1tZQCI4 Retiring on orAfrer2i1ll}A{ $25,000, Exempt f;mployees Retiring $10,000. on or After 1/1/200S ConEglung I Re[rEmsnt ptosrietery Appordk fi corilkle$tld Nsdriv!&c0Ll.'Ma|^ FASB I t0s.D0c/sot-Kt0sss! Fbhrutry*ole P,an Hovlsloftsl A0 Exhibit No. 4 Schedule No. B Page r of z Witness: J. T. Gore COLUMBIA GAS OF PENNSYLVANIA INC. Sg.Sr Ill. BALANCE SHEET AND OPERATING STATEMENT A. AII UTILITIES 25. Submit details of expenditures for advertising (National and Institutional and Local media). Provide a schedule of advertising expense by major media categories for the test year and the prior two comparable years with respect to: a. Public health and safety b. Conservation of energy c. Explanation of Billing Practices, Rates, etc. d. Provision of factual and objective data programs in educational institutions e. Other advertising programs f. Total advertising expense For a schedule of advertising expense by major media categories for the twelve months ended May 3r, 2o1o, 2otr> andzotz, see Page z. Exhibit No.4 Schedule No. 8 Page 2 of 2 Witness: J. T. Gore Columbia Gas of Pennsylvania, Inc. Advertising Summary Line Period Ending Period Ending Period Ending No. 05131112 05t31111 05/31/10 $ cc NEWSPAPER 1 a. Public Health & Safety 0 00 z b. Conservation 0 00 c. Educational Billing, Rates, Supply, etc. 0 0 26,104 4 d. Institutional Programs 0 00 e. Other Advertising Programs 0 20,028 0 o Total Newspaper Advertising Expense 20,028 26,104 TELEVISION 7 a. Public Health & Safety 0 0 0 8 b. Conservation 0 0 0 I c. Educational Billing, Rates, Supply, etc. 0 8,333 5,874 10 d. Institutional Programs 0 0 0 11 e. Other Advertising Programs 0 0 0 12 Total Television Advertising Expense 0 8,333 5,874 RADIO 13 a. Public Health & Safety 0 0 0 14- b. Conservation 0 0 0 I Eouca.onar Brrrng, xares, ruppry, erc 25,000 25,000 25,000 V d." Institutional Proqrams 115,043 0 4,391 17 e. Other Advertisirig Programs 0 0 0 18 Total Radio Advertising Expense 140,043 25,000 29,391 MAGAZINES & MISCELLANEOUS 19 a. Public Health & Safety 0 0 0 zv b. Conservation 0 0 0 21 c. Educational Billing, Rates, Supply, etc. 3,591 11,440 285 zz d. Institutional Programs 18,810 0 0 23 e. Other Advertising Programs - Reversal of prior period adjustments 16,263 4,053 248,712 24 Total Mag. & Misc. Advertising Expense 38,664 15,493 248,997 Per Books Advertising Expense 178.707 68,8s4 310,366 BILL INSERTS & BROCHURES to a. Public Health & Safety 0 o,zoz 5,701 27 b. Conservation 22,287 30,384 10,703 28 c. Educational Billing, Rates, Supply, etc. 99,082 111,224 96,168 29 d. Institutional Programs 0 0 0 30 e. Other Advertising Programs 4,665 0 0 31 Total Bill Insert Advertising Expense 126,034 147,870 112,572 5Z Grand Total Advertising Expense (Lines 25 + 31) 304,741 216,724 422,938 ?? Adjustments for non recoverable advertising (133,853) 0 (4,3e1) 34 Other Advertising Programs - Reversal of prior period adjustment (16,263) (24,081) (248,712) 35 Adjustment to books for non recoverable advertising and prior period adjustment _____!-!ul_q ______@,0uL ______gq9J_q9l v Adjusted Advertising Expense (Line 32 + Line 35) 154,625 192,643 169.834 Exhibit No. 4 Schedule No. 9 Page r of r Witness: J. T. Gore COLUMBIA GAS OF PENNSYLVANIA. INC sg.sg III. BAI,ANCE SHEET AND OPERATING STATEMENT A. ALL UTILITIES 29. Submit details of information covering research and development expenditures, including major projects within the company and forecasted company programs. Response: In the historic test year the Company expensed $165,ooo for membership in the Gas Technology Institute to fund Operations Technology Development initiatives, as discussed by Company witness Iftajovic (Columbia Statement No. 6). See also Exhibit No. to4, Schedule No. 7, Question zg,Page r of r. Exhibit No. 4 Schedule No. ro Page r of r Witness: J. T. Gore COLUMBIA GAS OF PENNSYLVANIA. INC sg.sg III. BAI,ANCE SHEET AND OPERATING STATEMENT A. ALL UTILITIES 38. Provide a labor productivity schedule. Response: Columbia does not conduct productivity analysis for year over year comparison purposes. The data below provides expensed Columbia labor, distribution maintenance expense, and gross distribution plant on a per customer basis for the calendar years 2oo5 through zorr and per books rz months ended May, zotz. Functional areas have moved from company direct employees to NiSource Corporate Services Employees or to IBM employees during the period shoum on the table below. These movements may distort the per customer values as shown in the table below. ($Thousands) Dec-os Dec-o6 Dec-oz Dec-o8 Labor Charged to Expense $ 2t,944.8 $ 2o,846.5 $ 22,565.6 $ z3,BBr.5 Distribution Maintenance Expense $ g,z5B.r $ 11,O34.5 $ rz3l6.4 $ 13,784.2 $ 7c6,559.5 $ 722,t67.5 $ 799,592.2 $ B68,z49.B Customers 4ro,L94 407,962 409,370 41O,551 Rate Per Customer Labor Charged to Expense $ o.05 $ o.o5 $ o.o6 $ o.o6 Distribution Maintenance Expense $ o.o2 $ o.o3 $ o.03 $ o.03 Gross Distribution Plant $ 1.72 $ 1.77 $ 1.95 $ 2.tL ($Thousands) Dec-oq Dec-ro Dec-rr May-rz Labor Charged to Expense $ 24,456.5 $ z5,zo4.B $ 24,494.3 $ z4,zoz.B Distribution Maintenance Expense $ r4,o97.9 $ t4,LL2.5 $ 13,856.3 $ t3,67t.8 Gross Distribution Plant $ 9t2,643.8 $ 988,86o.5 $ 1,o73,24O.9 $ r,rog,47g.3 Customers 4to,7B7 4r2,35o 413,400 413,722 Rate Per Customer Labor Charged to Expense $ o.o6 $ o.o6 $ o.o6 $ o.o6 Distribution Maintenance Expense $ o.o3 $ o.03 $ o.03 $ o.o3 Gross Distribution Plant $ 2.22 $ 2.4L $ z.6t $ 2.70 Exhibit No.4 Schedule No. rr Page r of3 Witness: J. T. Gore COLUMBIA GAS OF PENNSYLVANIA. INC sg.sg III. BALANCE SHEET AND OPERATING STATEMENT A. ALL UTILITIES 22 Supply an exhibit showing an analysis, by functional accounts, of the charges by affiliates (Service Corporations, etc.) for services rendered included in the operating expenses of the filing company for the test year and for the rz-month period ended prior to the test year: a. Supply a copy of contracts, if applicable. b. Explain the nature of the services provided. c. Explain basis on which charges are made. d. If charges allocated, identify allocation factors used. e. Supply the components and amounts comprising the expense in this account. f. Provide details of initial source of charge and reason thereof. Response: a. Attachment No.t, Summary of Affiliate Charge Agreements Schedule provides a list of the various contracts and Attachments A through FF affiliate contain the contract copies. b. The contracts describe the nature of the services provided to Columbia of Pennsylvania (CPA). The largest supplier of services, NiSource Corporate Services Company (NCSC), has service descriptions in Appendix A of Attachment H (NCSC Service Agreement). The nature of services provided is also defined by the FERC account descriptions in Attachments z and 3. Exhibit No. 4 Schedule No. rr Page z of3 Witness: J. T. Gore c. The contracts describe the basis on which charges are made to CPA. Appendix A of Attachment H (NCSC Service Agreement) supplies descriptions of the bases used to allocate NCSC charges. The primary method for billing any affiliate is "direct charge." Under this method, all labor, materials and related expenses for the benefit of a specific affiliate are billed, as incurred, directly to the affiliate; therefore, no allocations are used. An allocated charge is a charge that occurs for the benefit of two or more affiliates who share the cost in accordance with an allocation basis. Guidelines have long been established which indicate that labor time and expenses should be charged directly to the affiliate receiving the benefits. In accordance with corporate guidelines, allocations are used only when direct charging is impractical. When it is impractical to charge an affiliate directly for services provided, allocation bases are utilized. Each budget sponsor determines the appropriate allocation bases for the services they provide. d. Provided in Table zz(d) below are the allocation bases used to allocate costs to CPA by NCSC. Appendix A of Attachment H supplies detailed descriptions of these bases. Charges labeled "Direct Billed" relate to services rendered directly to CPA as outlined in Article 3.r in the NCSC Service Agreement in Attachment H. "NCSC Overheads" are costs related to maintaining NCSC as outlined in Article 3.3 and 3.S in the NCSC Service Agreement in Attachment H. With respect to charges from other affiliates, allocation factors are used as discussed in response c. above. Table 22 in dollars Basis TME Sht/tt TME 5ftt/tz (TestYeor) Basis r 5,852,t26.69 7,3O2,t52.49 Basis z 98,4r8.6t 64,o62.6r Basis 7 r89,2r3.8r 229,r73.06 Basis 9 69,7s4.46 62,665.29 Basis ro 6,655,467.97 6,987,6o8.o3 Basis rr t,478,5to.56 t,789,789.2r Basis 13 S,47o,SSS.os 5,6o6,685.56 Basis 14 t,267.92 z3,o7g.6o Basis zo g,ztg,t4t.z6 5,o56334.29 Direct Billed t4,Bgg,4r41t t5,932,558.73 NCS Overheads yggg,949.68 1369,487.o5 Total 4t,z6t,8zo.to 44,419,59r.92 Exhibit No. 4 Schedule No. rr Page 3 of3 Witness: J. T. Gore e. The FERC account descriptions and amounts charged by affiliate in Attachments z and 3 provide the components and amounts comprising expense by FERC Account. Additionally, Appendix A of Attachment H provides detailed descriptions of service categories and allocation bases underlying the NCSC charges. f. The contracts in Attachments A through FF and the detailed descriptions of service categories and allocation bases underlying the NCSC charges contained in Appendix A of Attachment H supply the initial sources and reasons associated with charges to CPA. The information provided in Attachments z and 3, provides additional detail regarding the initial sources and reasons associated with the charges to CPA as well. sFrc) g) :EEi8 g,l (o stov() o ^5Bi (f) o) $ N N oo)o oN c{ GfEd; () oo \:r) r) V-'o ti, N N q=q (oN N N roo N E (oNo @r{N B € !:-f; Eb Ec .E I g# o gs EC=OAE;'€ A c E# 4. o o) iHe:s 8e E 5 a E d..- Eip F6iEg !8 FOAE E€ €fi fifiE H$€ *gE*E 5s H,qE:, =E ;F'E -seq c{ E c q$fiHEigg. 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N E E ffiH s'H!?FEfig;=*fio=b.0EX-eR 5 9 O.,v= H E ps€ p,F+6frEIg = s,i'FfrI ES E U' .3n RFrr,gcil9sEEtESEs.q.- 5 :gA€gg;EfrEEHEE5fi EEgftE# E E F,AEE +E; F E E F F E;;EEg PEs E o fro: E 6 6 6 6 6 6 E EE6 6 =t.= ?P?2 sSFSFSS;E5EEEEssEgEi5E E (Jo C' F. N (Y) (O l'- O rf o) (o F- O N (t) S Cf) cO O) O N (f) O c.) O @ @ 6l O F- N F- @ @ O) O, O) O) O O O s s N Gr o s @ @ @ co co @ @ @ co @ o) o) o) o) o)- o) o, o) tr ul l! Exhibit No. 4 Schedule No. 11 Attachment A Page 1 of 3 Wtness J. T. Gore Glumtiih Gas', of Penruylvarua KennethW. Christman Genenl Counsel 650 Wuhingon Road Pittsburgh, PA | 5228 -27 03 August 17,2000 (412) s72-7 ts9 lu: (412) 572-7 162 James J. McNulty, Secretary Perursylvania Public Utility Commission Room B-20, Norttr Office building' Harrisburg, Pennsylvania 1 7120 Re: Columbia Gas ofPennsylvania, Inc. Alfi liated Interest Filing Docket No. D ear S ecretary McNulty: Enclosed for filing are an original and tbree copies of a verified summary of an affiliated interest arrangement befween Columbia Gas of Pernsylya64 lrc. and several aff,liated companies. This arrangement is submitted for the Commission's review rmd approval under Section 2102 of the Public Utility Code (66 Pa. C, S. $ 2102). This document reflects a long-standing arrangement under which Columbia Gas of Pennsylvania has obtained various goods and sewices from its sister companies. The arrangement has been filed with the Commission in past rate proceedings, and Columbia believes that it was approved by the Commission at one time. The Company has not, however, been able to locate a Commission order approving this arrangement and therefore files it for approval at tbis time in order to remove any uncertaiary. lf you have any questions, please contact me at (412) 572-7759 or Mark Kempic, Senior Attomey, at (4LZ) 572-7142. Sincerely, K---"af.-, t/. c'Lfr,-*z Kenneth W. Christrnan Enclosure A Calunbio Eieq GtuuP CffiFary Exhibit No. 4 Schedule No. 11 Attachment A Page 2 of 3 \Nitness J. T. Gore Columbia Gas of Pennsylvania, Inc. Verified Summary of Unwritten Arrangement amon g Affiliated Interests Parties to Arratgement: Columbia Gas ofPennsylvania, Inc. Columbia Gas ofKentuclcy, krc. Columbia Gas of Maryland, Iac. Columbia Gas of Ohio, Inc. Columbia Gas ofVirginia, Inc. Coluurbia 6* ftansmission Corporation Purpose and Scope Eacb of the foregoing companies, in order to operate in the most efficient manner, may require from time to rime in the conduct of their business (1) the assistance and service of employees of the other companies, and (2) the sale of materials and zupplies. Provisions At the sole discretion of the managements of each of the foregoing companies, each company may utilize the assistance of employees of the other companies to perform accounti:rg, administrative, customer accounting, engineering, environmental, gas supply, gas storage, gas distribution, gas tansmission, gas utilization, general, human resources, hfonnafion technology, legat, marketing, regulatory, and other seryices. When such services are rendered, the receiving company shall be charged the actual cost therof inciuding pertinent overhead charges. The number ofhours spent by employees ofthe comFany rendering services for another company shall be determined by direct charges, where practicable, using time records or other applicable data. Where it is not practicabie to do so, the nrmrber of hours spent shall be determined using allocation formuias approved by the Secwities and Exchange Commission under the Public Utility Holding Company Act of 1935. Al1 tansactions performed under this arangement sha1l be conducted in accordance with al1 applicable laws and regulations, including, without limitation, any federal or state regulations prescribing codes of conduct anong affiliated companigg. At the sole discretion of the managements of each of the foregoing companies, each company may sell properfy, materials, and supplies to another company when such a sale is deemed mutually beneficial. hr the event of such a sale, the company receiving properfy, materiais, or suppJJes shall be charged the original cost thereof less accrued depreciation, as reflected on the books of the selling compaoy at the time of sale, plus applicabie overhead charges, if any. Exhibit No. 4 Schedule No. 11 Attachment A Page 3 of 3 Witness J. T. Gore Verification Gary J. Robinson, being first duly swom, states that he is President and Chief Executive Officer of Columbia Gas of Pennsylvani4 Inc., and that the foregoing represents a true and accurate description of the arrangement between Coiumbia Gas of Penmyivania, Inc. and the other coftpanies listed therein. r-lJts $wst' Swom to before me and subscribed in my presence this I I day of2000. it€mbef, Pennqn/anianssocetonotffi Exhibit No. 4 '1 Schedule No. 1 Attachment B Page 1 of27 Witness: J. T. Gore '- one Commere Squc 417 Walnut Sbet Morgan, Lewis Harrisburg, PA 17101-1904 aBockius rro 717-237ffi COUNSELORS AT LAV Fe7!7-23744 Michael W. Hasseli 7t7-237-40.24 October 15, 1996 VIAIIAND DELIVERY --l Ca - O l:l Johl Alford, Secretary d-) Pernsylvan-ia Public Utility Commission !tl Room B-20, North Office Building -<.- Harrisburg, PA 17120 -rl-l r.': LJ Re: Dear Secretary Alford: Enciosed, to: filing, are two (2) intenelated contracts between Columbia Gas of Pennsylvania, inc. ("CPA") arid Columbia Gas Transmission Corporation ("TCO"). The first contract, attached as Appendix "A", provides for the sale to TCO of certain undeveloped land owned by CPA in the Somerset County Industrial Park in Somerset Township, Pen-nsylvania. The second contract, aftached as Appendix "8", is a lease between TCO as Lessor and CPA as Lessee. The lease is for a service center to be constructed by TCO on the Somerset Counfy Induskial Park site. The purpose of the contracts is explained below. Columbia has concluded that it should open a new service center in Somerset Township, Somerset County. The service center will house maintenance vehicles, wiil store inventory, and will sewe as the work site for a number of CPA employees. In anticipation of the futue need for this new service center, CPA, in 1994, purchased a tract of land in the Somerset County Industrial Park. As part of the process of planning for the new service center, CPA examined whether to construct and own the service center or whether to lease a service center that was constructed to Columbia's specifications. Several proposals were considered with respect to the lease option, including a proposal from TCO. After reviewing the alternatives, it was decided that leasiag a service center to be built by TCO wouid be the most appropriate option. The contracts are required to implement this decision. "::::, Philadelphh Washington N#York t6 Angels Miami Harisburg Prirceicn London Brusls Fmnkturt Tokyo Exhibit No. 4 Schedule No. 11 Attachment B Page 2 oI 27 Wtness: J. T. Gore Moqa+,irewis 6IIOCKIUS up John Alford, Secretary October 15,1996 Page2 Ifthere is any question with regard to these filings, please contactthe undersigned. Yours truly, 'i7,/",,! ,, /L*il MichaelW. Hassell MWFVaw Enclosure Exhibit No. 4 Schedule No. 1 1 Atlachment B Page 3 of 27 Witness: J. T. Gore CONTRACT FOR THE PIIRCHASE AND SALE OF REAL PROPERTY THIS CONTRACT FOR TI{E PI.IRCHASE AND SALE OF REAL PROPERTY ("Contract"), made and entered into as ofthis 12th day ofSeptember, 1996 by and between Columbia Gas of PennsylvaniE lnc., whose address is 200 Civic Center Drive, Columbus, Ohio 43215, hereinafter referred to as "Seller," and Columbia Gas Transmission Corporatiorq whose address is I700 MacCorkie Avenue SE, Charleston, West Virginia 25325, hereinafter referred to as "Purchaser." WHEREAS, Purchaser received an award for condemnation of certain real properby by the United States of America in the case of United States of America v. i6.286.08 Acres (Case No. 77-3324H in the United States District Court for the Southern District of West Virginia) which was an "involuntary conversion of said real estate" and, WHEREAS, Purchaser desires to reinvest said award pursuant to the United States Intemal Revenue Code Section 1033(g). This Contract is intended as a reinvestment, represents a substantial continuation of Purchaser's prior commitment to capital and improvements and is intended to quaiifu for non-recognition of gain as reinvestment in real property of "like kind", and WIIEREAS, Seller desires to sell certain real estate together with improvements as described more fully below for the purpose of conducting its la*firi business. Exhibit No. 4 Schedule No. 11 Attachment B Page 4 of 27 Witness: J. T. Gore WITNESSETH: That for and in consideration of the monies to be paid herein, and the mutual promises and agreements ofthe parties hereto, the parties do hereby agre€ and contract as follows: 1. Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller that certain piece ofreal estate located in Somerset County, Pennsylvania, and being generally the property (hereinafter referred to as the "Property") described as follows: ALL TIIAT CERTA-I'I fact of parcel of ground situate adjacent to the Somerset County Industrial Park, Somerset Township, Somerset County, Pennsylvania, bounded and described as follows: BEGINNING at a point on the southerly side of the right-of-way for Brant Road, in the Somerset County Industrial Parlg leading from the Industrial Parkway (T-522) to a sixry (60) foot right-of-way at a point marked oy a set rebar; thence along the southerly side of the sixty (60) foot right-of-way for Brant Road, North 84" 20'0" East 349. 10 feet to a point on the southerly side of the right-of-way for Brant Road at corner of lands now or formerly of ]t{IC Industries, Inc-; thence along the line of lands now or formerly of MIC Industries, Inc., South 6" 6' 72'East 561.52 feet to a set rebar at corner oflands now or formerly of MIC Industries, Inc.; thence along the residue of the Somerset Counfy Development Council, South 84" 20'0" West 349. 10 feet to a set rebar; thenceNorth 6" 6' 12" West 561 .52 feet to a set rebar, the place of beginning. CONTAINb{G 4.50 acres, as more fully set forth in the subdivision plan prepared by J. Thomas Reilly, Registered Professional Land Surveyor, dated April 29, 1993, and approved April 30, 1993 by the Somerset County Planning Commissioq a copy of which is attached hereto and made a part hereof. BEING a portion of the same premises granted and conveyed to Somerset County Development Council by deed of the Commonwealth of Pennsylvani4 for the use of the Pennsylvania Game Commission, dated December 28, 1979, and recorded in Somerset County Deed Book Volume 858, at page 441. Notwithstanding the fact that the Premises is not a part of the original Somerset Industrial Parlg the Premises intended to be conveyed hereby is and shall be under and subject to the rules, regulations and standards governing construction on and the use of Exhibit No. 4 Schedule No. 1 1 Attachment B Page 5 of 27 Wtness: J. T. Gore the above described premises, as well as other lands of the Somerset Coung Industrial Parlg as promulgated and adopted by the Gantor on March l l, 1965, and recorded as aforesaid on June 8, 1972, in Somerset County Deed Book Volume 722, at page 56, and the amendments thereto as promulgated and adopted by the Grantor on September 22, 1978, and recorded as aforesaid in Deed Book Volume 828, at Page297. 2. The purchase price for the Property shall be Fifty-six thousand, seven hundred twenty-six dollars ($56,726) and shall be paid by the Purchaser to the Seller on the date of delivery ofthe deed to the Property at the closing. 3. The Selier shall pay any expenses incurred for the deed preparation, filing fees and transfer taxes due on the filing of the deed in the ofice of the Somerset Counry Recorder. 4. Good and marketable title to the Properly shall be conveyed by the Seller to the Purchaser free and clear ofany and all liens and encumbrances except for any real estate taxes not yet due and payable, and any covenan:s and restrictions or easements ofrecord. 5. Any and all 1996 real estate properfy taxes shall be prorated as ofthe Closing date. 6. The Purchaser shall have possession ofthe Properry on the Closing date. 7 . Any risk of loss with respect to the Properry shall be borne by the Seller until the title to the Properry has been conveyed to the Purchaser, at and after which time the Purchaser shall bear all risk ofloss to the Prooerfv. 8. The closing ofthis transaction shall take place at a location agreeable to the parties hereto, on or before October 1, 1996 or within ten days after receipt from the Pennsylvania Public Utiiity Commission of approvai for Seller to enter into this transactior\ whichever is later ("Closing date"). 9. The terms and conditions of this Contract shall zurvive the ciosing. Exhibit No. 4 Schedule No. 11 Attachment B Page 6 of 27 Witness: J. T. Gore 10. This Contract shall be binding on the parties' heirs and successors, and is not assignable. This Contract shall be govemed by and interpreted under the law of the Commonwealth of P ennsylvania. 11. NeitherSeller, nortothebestof Selle/sknowledge, anypreviousownerof the Property nor any third party has used, generated, stored or disposed ofany hazardous waste, toxic substaaces or related materials ("Hazardous Materials") on the Properfy. For purposes of this representation and wafianfy, Hazardous Materials shall include, but shall not be limited to, substances defined as ''hazardous substances" and "pollutants or contaminants" in the Comprehensive Environmental Response, Compensation and Liability Act of I980, as amended, (42 U.S.C. Sec. 9601, et seq.), "hazardous waste" and "regulated substance" in the Resource Conservation and Recovery Act, as amended (42 U.S.C. 6901, et seq.) and to those substances subject to the Toxic Substances Control Act, as amended (i5 U.S.C. 2601, et seq.) and in the regulations adopted aad publications promulgated pursuant thereto or any other federal, state or local governmental law, ordinance, rule or regulation. Notwithstanding anything to the contrary herein, Seller agees that it shall indenni$, defend and hold Purchaser harnriess from any and all losses, damages, costs, liabilities and expenses which may be incuned or sustained as a result of contamination from Hazardous Materials which could reasonably be deemed to have resulted from Seller's former use of the Property or any claim, demand, damage, debt, loss, obligation, actioq suit at law or in equity, administrative proceeding or liability of any kind and nature whatsoever initially brought which is brought as a result of contamination from Hazardous Materials which could reasonably be Exhibit No.4 Schedule No. 11 Attachment B PageT ol27 Witness: J. T. Gore deemed to have resulted from former use of the Properfy by any person or party, other than Purchaser, its officers, directors, employees, agents, insurers or assigns. The foregoing indemnification provision shall survive the closing or term of this Contract. 12. In the event Seller breaches any ofthe representations or warranties contained herein, or title examinations or surveys show that Seller does not own the Properly nor possess good and marketable title to the Properry, or Purchaser determines that the Property is not suitable for the use intended by Purchaser, or investigation discloses the presence ofHazardous Materia.ls as defined herein, then at Purchaser's sole discretion, Purchaser shall be under no obligation to purchase the Properly prior to the Closing Date, and Purchaser shali not be liable to Seller for any damages or expenses resulting from Purchaser's failure to purchase except as provided herein. 13. Upon execution ofthis Contract, Purchaser shall have the right to enter on the Property for the purpose of making surveys, conducting environmental tests, examining existilg structures or for any other purpose reasonably necessary to Purchaser at its sole discretion and to investigate the suitability of the Property for the use intended by Purchaser. Such work shail be done in a manner that causes the least possible disturbance to the possession ofSeller. Ifthe Properly is not ultimately purchased by Purchaser, then Purchaser shall compensate Seller for any damage or injury to either the land or to the improvements that arise out of or are caused by zuch work. If the Property is purchased by Purchaser, Sellerwaives and releases any and all claims for such damages. Exhibit No. 4 Schedule No. 11 Attachment B Page I of 27 Wtness: J. T. Gore 14. Each ofthe parties hereto, by the execution hereo{ certifies that it has read this Contract, that it understands fuily the contents hereo{, and that it acknowledges receipt of a copy of same. The parties further acknowledge that this Contract constitutes the entire agreement befween the parties, and that no one is relying on verbal statements not contained herein, and that this Contract may be modified only by agreement in writing siped by the parties hereto. The parties further agree that time is ofthe essenc€ with respect to all of the terms and conditions in this Contract, and that all the said terms and conditions shall survive the closing of the transaction and the delivery ofthe deed. i}i WITNESS WHEREOF. the parties have executed this Contract under seal as of the date first above written. ATTEST: COLTIMBI,{ GAS OF PENNSYLVANIA INC. sv, K J. CL;*L*=, *i.T' ta.r'tts 0K K - 'r- C]y.rirtnqn ft ATTEST: COLUIvfBIA GAS TRANSMIS SION CORPORATION Presi dent w:\aer\eastlynn\so mers et. cp a Exhibit No. 4 Schedule No. 11 Attachment B Page 10 ot 27 \Mtness: J. T. Gore This Indentltre, mzdethe dayol , le- belween COLIMBIA GAS OF PENNSYLVANIA, a Pennsyhania business cnrporarion, wirh an o6ce at 650 Washinglon Road, Pittsburg[ PA 15228, hereirufier relened to as the "Grantee". rnd COLIJMBIA GAS TRANSMISSION CORPORAfiON, a Delawue business corporatior\ with m o6ce at 1700 MacCorkle Avenue SE, Charlestor\ Wes Mrginia 25325, fureinafter relened to as the "Grotee". lltitnesseth that the said Grantor, for and in consideratioa ofthe sum ofONE (S1.00) DOLLAR lawful money of the United States of America, unto it well ard truly paid by the sid Griltee at and before the sealing and delivery ofthes€ presents, the receipt whereofis hereby achrowledged, has grmted, bargained, sold, aiiened, enfeoffed, relased md con6med, and by these pre*nts does granq bargain, sell, a.lierq enfeofl release and confirm unto the said Grantee. AII lhot ceflain tract or parc€l ofground situate in the Somerset County Industriaj Pilh Somerset Township, Somerset County, Pemsylvmi4 bounded and descnted as foUows: BEGINNING at a point on t-he southerly side of the riglrt-of-way for Brant Road, in the Somerset County lndustrial Pillq leading from the Industrial Parkway (T-522) to a sixfy (60) foot right-of-way at a point rnarked by a set rebu; thene along the southcrly sidc of the sixty (60) foot right-of-way for Brmt Road, North 84' 20' 0' E3st 349.10 feet to a point oo the southerly side ofthe right-of-way forBrant Road at corner oflsnds now or fomerly of MIC Industries, Inc.; thenc.c along the line of lands now or fomerly of MIC Industries, Inc., Sooth 6' 6' 12" East 561.52 feet to a set rebu at comer oflalds now or formeily ofMIC Industries, lnc.; thence aloog the residue ofthe Somerset County Development Council" South 84'20'0'West 349.10 feet to a set rebar, thene North 6' 6' 12" West 561.52 feet to a set rebar, the place ofbegiming. CONTAINING 4.50 acres, as more fu[y set forth in the subdivision plan prepd€d by J. Thomas Reilly, Registered Professional Land Surueyor, dated April 29, 1993, md approved April 30, I993 by the Somerset County Plaming Commissiorl a copy of which is attached hereto and made a pan hereof. BEING a portion ofthe same premises grarted and conveyed to Somerset Counly Development Council by deed of the Comonwealth of PemsylvaniE lor the use of the Pennsylruia Game Comissiorl dated Dember 28, 1979, and rrcorded in Somerset County Deed Book Volume 858 , at page 441- UNDER AND SUBJECT to the followirg easements and restrictions as more fully shom on the attached subdivision plan: L A lO foot utility easement along the southerly md westerly sides oftJrc property herein conveyed for use in comrnon with Gantor, its successors md assigns; 2. The requ;rement ofa 25 loot building setback from Brant Road on the nonherly sidc ofthe property herein conveyed; 3. A20 foot right ofway on the easterly side ofthe propeny herein conveyed for a l2 inch waterline to the Somerset county General authority previously conveyed by the Ganror; and Exhibit No. 4 Schedule No. 1 1 Attachment B Page11 ol27 Witness: J. T. Gore 4. A 32 foot by 45.5 foot right ofway for a mar pit at the nonh eastern corner of the properry herein conveyed- Tbe premises convcyed hereby is and shall be under and subj€ct to the rules, regulations and standards goveming coostruction on and tle use ofthe above descnled premises, as well as other lands ofthc Somcnet County Indusrial Par( as promulgated snd adopted by thc Grdrtor on March I l, 1965, ard recorded as aforesaid on June 8, 1972, in Somersa Counry Deed Book Yolume7?Z, at page 55, and the amendmcnts thereto as promulgated a.nd adopted by the Gantor on September 22, 1978, and recordcd as afore"aid in Deed book Volumc 828, ar Page 29?. TO IIAVE AND TO HOLD the said privileges, hereditaments and premises hereby granred or mentioned and intended so to be with the appunenanc€s, ifany, unto the said Gantee, and its successors and assigns, to md for the onJy propa use and behoofof the said Gantee, and its successors and assigns forever. 'The Grantor hereby acknowledges that the Gantor has not disposed ofhazardous waste on the property above described, nor, to the actual knowledge ofthe Granror, has hazrdous wasre ever been disposed on the properry above described. The tems "hazardous waste" and "disposed", as used herei4 shall be, in addition to their nomai and cusroma:-y mearLings, the definitions contained in the "Solid Waste Management Act', No. 97 of I980." The true and actual consideration for this onveyme is 556,726. NOTICE t'The ln accordance with the provisions of Bitumiuous Mine Subsidcnce and Land Conseruation Act of 1956", Vwe, thc undenigned grantecy'grantecs, hereby certify that Vwe krow snd understand that Vwe may not be obtaining thc right ofprotection againsi subsidence resulting from coal mining operations rnd thet thc purchued properfy msy bc protected from damage due to mine subsidencc by I privaac contracl with tbe owners of thc economic interest in the coal. Vwe further certify that this certificalion is in a color contresting with that in the deed proper and is printed iu rwelve point fype preceded by thc word 'notice" printed in twenty-four point type. i: (,.J\,,5i| NOTICE - TT{IS DOCUMENT }'{AY NOT SELL, CO}.IVEY, TRANSFE& INCLTJDE OR INSURE THE TITLE TO TIIE COAL AND zuGITT OF SIJPPORT LTNDERNEATH THE SI.'RFACE LAND DESCRIBED OR REFERX.ED TO HEREO.I, AND TTIE OWNER OR OWNERS OF SUCH COAT MAY T{AVE THE COMPLETE LEGAT ruGtrI TO REMOVE AIL OF SUCH COAI AND, IN THAT CONNECTION, DAMAGE MAY RESIJLT TO TTTE ST]RFACE OF TI{E LAND AND A}TY HOUSE BUILDING OR OTHER STRUCTURE ON OR IN SUCH LAND. TT{E INCLUSION OF THIS NOTICE DOES NOT ENLARGE, RESTzuCT, OR MODIFY A}ry LEGAI zuGIITS OR ESTATES OTHERW'ISE CREATED, TRANSFERRED, EXCEPTED OR RESERVED BY TT{iS NSIRUVIENT. (Ihis notice is sel Iorth purnranr b Act No. 255, approved September 10, 1965). AND the said Grantor hereby covenants and agrees that it will warrant GENERAILY the property hereby conveyed. Exhibit No. 4 Schedule No. 11 Attachment B Page 12 ol 27 Witness: J. T. Gore IN IZITNESS II.HEREOF, ths said CoLIMBIA GAs oF PENNsYLvAMA INC.,haseusedthisIndenturetobesignedbyits-President'andhascaused to be a.6xed hscunto thc comrnon and corporate scal ofsaid corpontioq sncsted by its I Secretary, the day and year 6rst above wrinen. I Attest: COLUMBI,A GAS OF PENNSYLVANIA INC. By Secretary President Co m mo nwe al ! h of P e n nsyl v a n i a County ol On this_day of 1 A haFnra na tha undersigned officer, personally appeared who acknowledged hirnselfto bethe-PresidentofColumbiaGasofPenrrsylvania,Inc.,aPenrrsyIvania corporatioq md that he as such _ President, being authorized to do so, executed the foregohg instrument for the purposes therein @ntained by signing the name of the corporation by himself as President. In witness whermfl I hereunto set my haad and official seal - SE.A.L) Certifi cate of Residence I do hereby cerrifJ that the precise residence and complele pon ofrice address of the within Darcd: 9.g! t2,r4( Recorder's Ceili|icEte Com mo nwea I t h of Pe n nsylva ni a ) County of Somenet ) RECORDED on this dry of_: A.D. 1996. in lhe Recotder's Off ce of said County, in Record Book Volume-, page Given under my hnd and the seal oJ said olfce, the dole above wriften. Recorder This Docl/menl Prepared by Exhibit No. 4 Schedule No. 11 Attachment B Page 13 ot 27 Witness: J. T. Gore LEASE AGREEMENT This Lease Agreement entered into this First day of October, 1996, by and between Columbia Gas Transmission Corporation, a Delaware corporation with its principal place of business located at 1700 MacCorkle Avenue, S. E., Charleston, West Virginia hereinafter refened to as "LESSOR" and Columbia Gas of Pennsylvani4 Inc. with its principal place of business located at 200 Civic Center Drive, Columbus, Ohio 43215, hereinafter referred to as "LESSEE". PREMISES LESSOR hereby leases to LESSEE for the purpose of conducting in and on such premises any lawful business and for no other purpose, except that LESSEE shail not use the premises to dispose or otherwise abandon hazardous or toxic substances or pollutants, or oil or oily substances, the following premises with the appurtenances to the extent LESSOR has an interest therein, situated adjacent to the Somerset Counly Industrial Park, Somerset Township, Somerset County, Pennsylvania, bounded and described as follows; BEGINNING at a point on the southerly side of the right-of-way for Brant Road, in the Somerset County Industrial Park, leading from the Industrial Parkway (T-522) to a sixry (60) foot right-of-way at a point marked by a set rebar; thence along the southerly side ofthe sixty (60) foot right-of-way for Brant Road, North 84 "20'0" East 349. 1 0 feet to a point on the southerly s;de of the right-of-way for Brant Road at comer of lands now or formerly of MIC industries, Inc.; thence along the line of lands now or formerly of MIC industries, Inc. South 6"6'12" East 56i.52 feetto aset rebarat comer oflands now or formerly of MIC Industries, Inc.; thence along the residue of the Somerset County Development Council, South 84 "20'0" West 349. I 0 feet to a set rebar; thence North 6" 6'12" West 561.52 feet to a set rebar, the place of beginning. CONTAJNING 4.50 acres, as more fuiiy set forth in the subdivision plan prepared by J. Thomas Reilly, Registered Professional Land Surveyor, dated April 29,1993, and approved April 30, 1993 by the Somerset County Plaming Commission. BEING a portion of the same premises granted and conveyed to Somerset County Development Council by deed of the Commonwealth of Pennsylvania, for the use of the Pennsylvania Game Commission, dated December 28,1919, and recorded in Somerset Counry Deed Book Volume 85 8, at page 44 1 . Notwithstanding the fact that the Premises is not a part of the original Somerset Industrial Park, the Premises intended to be leased hereby is and shall be under and subject to the rules, regulations and standards goveming construction on and the use ofthe above described premises, as well as other lands ofthe Somerset County Industrial Park, as promulgated and adopted by Exhibit No. 4 Schedule No. 11 Attachment B Page 14 of 27 Witness: J. T. Gore the Grantor on March 11, I965, and recorded as aforesaid on June g, 1972, in Somerset County Deed Book Volurne 722, at page 56, and the amendments thereto as promulgated and adopted on September 22,l9j8,and recorded in Deed Book Volume 828, at Page 297 . LESSOR expressly excepts and reserves from this Lease Agreement all oil, gas. and other minerals in, on, or under the land. However, no oil, gas, or mineral explorations or operation shall be conducted on the demised premises so as to interfere unreasonably with the sudace rights of the LESSEE. All oil, gas, and mineral lease agreements orotherindentrues shall be expressly made subject to this Lease Agreement and shall contain appropriate provisions for the reasonable protection ofLESSEE's surface rights. In no event shall the exception and reservation contained in this Lease Agreement permit LESSOR to strip mine or similarli' disturb the surface of the demised premises. As used in this Lease Agreement, the term "premises" refers to the real properfy above described and to any improvements located on the property from time to time dwing the term of this Lease Agreement. TERM The initial term of this Lease Agreement shall commence upon the date this Lease Agreement is executed, and end on the last day of the month being seven (7) years (eighty- four months) after the Date of Occupancy of as defined in Section 4. LESSOR grants to LESSEE, subject to the conditions set forth below, the right and option to renew this Lease Agreement for two successive and separate seven (7) year terms beginning on the date the initial term ends, or in the event of the second option begiming on the date the first renewal term ends, at a rental amount determined as provided below, and otherwise subject to and on all of the terms and conditions contained in this Lease Agreement. These options shall be deemed exercised by LESSEE unless LESSEE gives on or before six (6) months prior to the end of the initiai term or the end of a renewal term, a written notice of LESSEE's intent not to exercise the option, but LESSEE shall in no event be entitled to renew the term of this Lease Agreement, u:rless LESSEE shall have timely performed all of its obligations under this Lease Agreement, and shall not be in default in the performance of any such obligations, on the date of the expiration of the previous term of this Lease Agreement. 3. RENT Payment of rent under this Section shail be abated prior to the Date of Occupancy of the premises as defined in Section 4. Such abatement shail not relieve LESSEE of its obligations Exhibit No. 4 Schedule No. 11 Attachment B Page 15 of 27 Witness: J. T. Gore obligations under other sections of this Lease Agreement. The total rent for the initial term shall be $846,468.00, rvhich LESSEE shall pay to LESSoR in arrears, without deduction or offse! in montirly installments of $ 10,077.00 per month due the first business day of each month. in the event LESSEE exercises the options in Section 2, the additional rent shall be $901,488.00 for the first renewal term paid in monthly installments of $r0,732.00 per month, and $960, 120.00 for the second renewal term paid in monthly installments of s11,430.00 per month, which LESSEE shall pay to LESSo\ without deduction or offset. due the first business day of each month. The rental amounts in this Section shall be increased or decreased on a one time basis by mutual ageement depending on LESSOR's actual land and building costs as determined on the Date of Occupancy of premises. DELT\TERY OF POSSESSION: OCCIIPANCY The LESSOR shall deliver actual possession of the premises to the LESSEE on the date this Lease Agreement is executed. In the event possession of the premises is not delivered to the LESSEE due to strikes, acts of God, or any causes entirely beyond the LESSOR's control, the right of the LESSEE to terminate this Lease Agreement for non-completioo of the premises shall be postponed for as long as the event causing delay persists and the LESSOR shall not be liable for any damages whatsoever. Where LESSOR rs required to undertake work in accordauce with Section 10 subsequent to delivery of possessitn but prior to the premises being Ready for Occupancy, LESSOR and LESSOR's age[ts shail have access to the premises and all rights necessary for the accomplishment of such work. Any other provisious of this Lease Agreement to tle contrary nofwithstandr.ng, if the premises are not Ready for Occupancy within one (1) year after the date of delivery of possession, this Lease Agreement shall be automatically terminated and neither party shall have any further liability or obligation to the other hereunder. The purpose of this provision is to prevent the application of the rule against perpetuities to this Lease Agreement. As used in this Lease Agreement the term "Ready for Occupancy" means that: (i) all work undertaken in accordance with Section 10, except any subsequent variances or modifications, has been substantialiy completed, (2) the premises are ready for utility service comections to be made, (3) all access and service routes and areas, and the parking surfaces Exhibit No. 4 Schedule No. 1 1 Attachment B Page 16 ot 27 Wtness: J. T. Gore substantially completed and in a usable condition, (4) a certificate of completion has been issued by the building contractor as evidence of the substantial completion of such work, excepting any subsequent variances or modifications, and (5) notice has been provided to LEssEE, with a copy of the certificate of completion, that the premises are ready for occupancy by LESSEE. The term "Date of Occupancy" shall mean the date on which the premises is Ready for Occupancy. 5. TAXES AND ASSESSMENTS A. Tares. LESSEE shail pay and d.ischarge as they become due, promptly and before delinquency, all tares (including real estate taxes), assessments, rates, charges, iicense fees, municipal liens, levies, excises, or imposts, whether generai or special, or ordinary or exfaordinary, of every name, nahre and kind whatsoever, including all govemmental charges of whatsoever name, nafure, or kind, which may be levied, assessed, charged, or imposed, or which may become a lien or charge on or against the demised premises, or any part of the premises described in this Lease Agreement, any building or buildings, or any other improvements now or hereafter on the demised premises, or on or against LESSEE's estate created by this Lease Agreement that may be a subject of taration, or on or against LESSOR by reason of its ownership of the fee underlying this Lease Agreement, during the entire term of this Lease Agreement and any renewal terms hereunder, er:epting oniy those taxes specifically excepted below. B. Effect Of Installments. If the right is given to pay either in one sum or installments, LESSEE may elect either mode of payment and its election shail be binding on LESSOR. If, by making any such election to pay in installments, any of such iastallments shall be payable after the termination of this Lease Agreement or any extended term of this Lease Agreement, the unpaid installments shall be prorated as of the date of termination, and amounts payable afterthat date shali be paid by LESSOR. All of the taxes and charges under this Section shall be prorated at the commencement and expiration of the term of this Lease Agreement. C. Taxes Excepted. In spite of anything in this section to the contary, LESSEE shall not be required to pay any succession, franchise, inco;ae, or excess profits taxes that may be payable by LESSOR or LESSOR's successors, or assigns, nor shall LESSEE be required to pay any tax that might become due on account of ownership of properry other than that leased in this Lease Exhibit No. 4 Schedule No. 11 Attachment B Page 17 of 27 Wtness: J. T. Gore Agreement which may become a lien on or collectable out of the property leased under this Lease Agreement. D. Receipts. LESSEE shall obtain and upon request deliver receipts or duplicate receipts for all taxes, assessments, and other items required under this Lease Agreement to be paid by LESSEE, promptly on payment of any such taxes, assessments, and other items. 6. UTILITIES LESSEE shall fir1iy and promptly pay for all water, gas heat, Iight, power, telephone service, and other public utilities of every kind firnished to the premises throughout the term of this Lease Agreement, and all other costs and expenses of every kind whatsoever of or in connection with the use, operation, and maintenance of the premises and all activities conducted on the premises, and LESSOR shall have no responsibiiity of any kind for ariy such utilities. 1. INSURANCE A. All Risk Property Insurance. The LESSEE shall maintain with respect to the leased premises sufficient all risk properly insurance in an amount adequate to make LESSOR and LESSEE whole as a result of a covered event including, but not limited to, fire. The LESSEE sha.ll not permrt any use of the leased premises which will make voidable any insurance on the properly ofwhich the leased premises are a part, or on the contents ofsaid properly or which shall be contary to any law or regulation from time to time. B. Liability Insurance. The LESSEE shall maintain with respect to the ieased premises comprehensive public liabilily insurance in the amount of ten million dollars ($10,000,000.00) combined single limits in responsible companies with A.M. Best ratings of A+ or equivalent insuring the LESSOR as well as LESSEE against injury to persons or damage to property as provided. The LESSEE shall deposit with the LESSOR certifrcates for such insurance at or within thirry (30) days after the commencement of the term, and thereafter within thirty (30) days prior to the expiration ofany such policies. Exhibit No. 4 Schedule No. '1 1 Attachment B Page'18 of 27 Witness: J. T. Gore C. Generally All insurance policies required by this Lease Agreement will be written by insurance companies acceptable to LESSOR, will be primary with respect to any insurance maintained by LESSO& will name LESSOR as an additional insured, will contain a waiver of subrogation as against LESSO& and will be endorsed to provide at least thirty (30) days advance notification to LESSOR of any cancellation, non-renewal or material change in coverage. CO ND ITION OF P REMISES; }IAINTENANCE Except as may be otherwise expressly set forth herein, the LESSEE shall accept the leased premises "as is" in their condition as of the commencement of the term of this lease, and the LESSOR shall be obligated to perform no work whatsoever in order to prepare the leased premises for occupancy by the LESSEE. LESSOR does not warrant or undertake that LESSEE shall be able to obtain a permit under any zoning ordinance or regulation for such use as LESSEE intends to make of the premises. The LESSEE agrees to maintain the leased premises in good condition, reasonable wear and tear excepted, and whenever necessary, to replace plate glass and other glass therein, acknowledging that the leased premises are now in good order and the glass whole, The LESSEE shall not permit the leased premises to be overloaded, damaged, stripped, or defaced, nor suffer any waste. LESSEE shall obtain written consent of LESSOR before erecting any sign on the premises. With regards to new construction under Section 10, LESSOR agrees to make all necessary repairs at LESSOR's expense for a period ofone (i) year. LATE CHARGE If rent or any other sum payable hereunder remains oustanding for a period of ten ( I 0) days, the LESSEE shall pay to the LESSOR a late charge equal to one and one-half perceot (1 .5%) of the amount due for each month or portion thereof during which the arrearage continues. l0 NEW CONSTRUCTION BY LESSOR. The LESSOR shatl begin promptly the work called for on ttre annexed specifications and drawings, and shall complete same in a neat and workmanlike marner and in compliance with said specifica[ions. The specifications and drawing hereinbefore refered to have been Exhibit No. 4 Schedule No. 11 Attachment B Page 19 of 27 Wtness: J. T. Gore initialed by the parties for identification and are annexed to and hereby made a partof this lease. Once the specifications and drawings have been approved and finalized, any subsequent variances or modifications shall be at LESSEE's sole expense and after written approval of LESSOR. LESSOR covenants that all such work shall be canied out in accordance with the requirements, orders and limitations of all local, state or federal departments or bureaus having jurisdiction therein, and upon completion the premises shall be in compliance with all governmental requirements for the use which the LESSEE may make of them. All permis and licenses arid the necessary insurance required in connection with the above work are to be obtained and paid for by the LESSOR. 11 ALTERATIONS OR RIPROVEMENTS. LESSEE shail not make any alterations, additions or improvements to the premises without the prior obtained written consent of LESSOR which shall not be unreasonably withheld. In no event shall any such alteration, addition, or improvement weaken the structure of or impair any structure or building on the premises. Aay alteration, addition, or improvement to the premises shall be done in accordance with the applicable City, County and State laws and ordinances, and building and zoning rules and regulations. Except as provided in Section 10, any such alterations, additions, or improvements to the premises shall be at LESSEE's sole expense. LESSEE hereby expressly assumes flull responsibilitv for all damages and injuries which may result to any person or property by reason of or resulting from alterations, additions, or improvements made by it to the premises, and shall hold LESSOR harmless with respect thereto. All alterations or improvements, shall remain on the premises at the termination of the lease term or renewal term and shall become the property of the LESSOR unless at the time the consent for the alteration was given by LESSOR the LESSOR directed the alterations be removed at the termination of the lease term or renewal term in which event they shail be removed and the premises shall be returned, at the expense of LESSEE to its condition prior to the alteration or improvements. LESSEE shali not commit or suffer to be committed any waste in or on the oremises. 12. COMPLIANCEWITH LAWS The LESSEE acknowledges that no trade or occupation shall be conducted in the leased premises or use made thereof which will be unlawful, improper, noisy or offensive, or confrary to any law, regulation, or any municipal by-law or ordinance in force in the city or town in which the premises are situated. Furthermore, LESSEE agrees not to maintain, commil or permit the maintenance or commission of any nuisance on the premises. Exhibit No. 4 Schedule No. 11 Attachment B Page 20 ot 27 Witness: J. T. Gore In the event the LESSEE fails to comply with any terms of this section within thirty (30) days of receiving written notice of said violation(s), then LESSOR shall undertake such steps which are necessary to rectify the violation(s) with LESSEE being liable for all cost thereof, including any penalty or fine(s) associated with said violation(s) and any expenses incurred by LESSOR to enforce this provision, whether coun costs, attorneys' fees or any other cost of collection and enforcement. LESSEE agrees to notify LESSOR immediately of any environmental spill or contamination and conduct all necessary rernediation. This notification to LESSOR in no way relieves LESSEE of any notification responsibilities that exists under law. LESSEE shall be liable for any environmental contamination which occurs on the premises either directly or indirectly as a result of LESSEE's operations on the premises, including any fines levied, remediation conducted, or costs or damages sustained. tJ LIENS LESSEEshall not permit any mechanics' liens, orsimilar liens, to remain upon the leased premises for iabor and material furnished to LESSEE or claimed to have been furnished to LESSEE in connection with work of any character performed or claimed to have been performed at the direction of LESSEE and shall cause any such lien to be released of record forthwith without cost to LESSOR. l4 ASSIGNMENT - SUBLEASING The LESSEE shall not assign or sublet the whole or any part of the Ieased premises without LESSOR's prior wrinen consent. Norwithstanding such consent, LESSEE shall remain liable to LESSOR for the payment of all rent and for the full performance of the covenants and conditions ofthis lease. In the event consent is granted, LESSEE shall incur all costs associated rvith such assignment or sublease, and where LESSEE generates a net income LESSEE agrees to divide such net income in equal amounts between LESSEE and LESSOR. Such payments shall be deemed and considered additional ren\ and shall in no way be considered or construed as creating the legal relation of a partnership. Furthermore, it is expressly understood by LESSOR and LESSEE that LESSOR is in no way responsible for any losses that LESSEE may sustain at any time. If SUBORDINATION LESSEE accepts this Lease Agreement subject and subordinate to any and all mortgages, Exhibit No. 4 Schedule No. 11 Attachment B Page21 ot27 Wtness: J. T. Gore deeds of trust and other instruments in the nature of a mortgage, now or at any time hereafter, a lien or liens on the property of which the leased premises are a part; provided, howeveq that if the mortgagee, trustee or holder of any such mortgage or deed of trust elects to have Tenant's interest in this lease superior to any such instrurnenl then by notice to Tenant from such mortgagee, trustee or holder, this lease shall be deemed superior to such lien, whether this lease was executed before or after said mortgage or deed of trust. The LESSEE shall, when requested, promptly execute and deliver such written instruments as shali be necessary to show the subordination of this lease to said mortgages, deeds of trust or other such instruments in the nature of a mortgage. LO LESSOR'S ACCESS The LESSOR or agents of the LESSOR may, at reasonable times, enter to view the leased premises and make repairs and alterations as LESSOR should elect to do and may show the leased premises to others, and at any time within six (6) months before the expiration of the term, may afllxto any suitable part of the leased premises a notice for lening or selling the leased premises or property of which the leased premises are a part and keep the same so affixed without hindrance or molestation. t7 IND E IVfr.IIFICATIO N AND LIAB ILITY The LESSEE covenant with the LESSOR that LESSOR shall not be liable for any damage or liability of any kind or for any injury to or death of persons or damage to property of LES SEE or any of the LESSEE's invitees, employees, agents or contractors or any other person conducting business with the LESSEE or holding under said LESSEE during the term of this Lease Agreement by reason of the use, occupancy and enjoyment of the premises by the LESSEE's or any of the invitees, employees, agents or contractors or any other penon conducting business with the LESSEE or holding under said LESSEE, except to the extent caused by LESSOR negligence, and that LESSEE will indemnify and save harmless the LESSOR from all liability whatsoever, including any pollution-related or environmental liability that did not exist prior to the commencement of the initial term of this Lease Agreement, on account of any such real or claimed damage or injury and from all liens, claims and demands arising out of the use of the premises, or any repairs, improvements, or aiterations which the LESSEE may make upon said premises, but the LESSEE shall not be liabie for damage or injury occasioned by the negligence of the LESSOR and its designated agents, contractors, invitees, servants or employees. This obligation to indemnify shall include reasonable attorney's fees and investigation costs and all other reasonable costs, expenses and liabilities from the first notice that aay claim or demand is to be made or anv be made. Exhibit No. 4 Schedule No. 11 Attachment B Page 22 oI 27 Wilness: J. T. Gore All property kept, stored or maintained at or on the premises shalt be so kept, stored or maintained at the risk of the LESSEE only, and the LESSOR shall not be liable for any loss or damage to the LESSEE or LESSEE's property, except for loss or damage resulting from any negligent act of omission of LESSOR. The removal of snow and ice from the sidewalks bordering upon the leased premises shall be LESSEE's responsibility. 18. FIRE, CASUALTY, OR EMINENT DOMAIN Should a substantial portion of the premises, or of the property of which they are a part, be substantially damaged by fire or othef casualty, or be taken by eminent domain, the LESSOR may elect to terminate this lease. When such fire, casualty, or taking renders the premises substantially unsuitable for their intended use, a just and proportionate abatement of rent shall be made, and the LESSEE may elect to terminate this Lease Agreement if: (a) The LESSOR fails to give written notice within thirty (30) days of intention to restore premises, or (b) The LESSOR fails to restore the premises to a condition substantially suitable for their intended use within ninety (90) days of said fire, casualty or taking. The LESSOR rescrves, and the LESSEE grants to the LESSOR ali rights rvhich the LESSEE may have for damages or injury to the premises for any taking by eminent domain, except for damage to the LESSEE's fixtures, properry, or equipment. 19. DEFAULT AND BANI{RUPTCY In the event that: (a) The LESSEE shall default in the payment of any installment of rent or other sum herein specified and zuch default shail continue lor ten (10) days after wrinen notice thereof; or (b) The LESSEE shall default in the observance or performance of any other of the LESSEE's covenants, agreements, or obligations hereunder and such default shall not be corrected within thifty (30) days after written notice thereof; or The LESSEE shall be declared bankupt or insolvent according to law, or, if any assignment shall be made of LESSEE's property for the benefit of creditors. t0 Exhibit No. 4 Schedule No. 11 Attachment B Page 23 of 27 Witness: J. T. Gore then the LESSOR shall have the right hereafter, while such default continues, to re-enter and take complete possession of tire leased premises, to declare the term of this lease ended, and remove the LESSEE's effects, without prejudice to any remedies which might be otherwise used for arrears of rent or other default. The LESSEE shall indemnify the LESSOR against all loss of rent and other payments which the LESSOR may incur by reason of such termination during the residue of the term. If the LESSEE shall default, after reasonable notice thereof, in the observance or performance of any conditions or covenants on LESSEE's part to be observed or performed under or by virnre of any of the provisions in any article of this lease, the LESSOR, without being under any obligation to do so and without thereby waiving such default, may remedy such default for the account and at the expense of the LESSEE, if the LESSOR makes any expenditures or incurs any obligations for the payment of money in connection therewith, including but not timited to, reasonable attorney's fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations insured, with interest at the rate of the prime rate as reported in The Wall Street Journal, shall be paid to the LESSOR by the LESSEE as additional rent. 20 NOTICE Any notice from the LESSOR to the LESSEE relating to the leased premises or to the occupancy thereof, shall be deemed duly served, if left at the leased premises addressed to thartrQQtrtr ^.ir-ailp.ltotheleasedpremises,registeredorcertifiedmail,returnreceipt requested, postage prepaid, addressed to the LESSEE. Any notice from the LESSEE to the LESSOR relating to the leased premises or to the occupancy thereof, shall be deemed duly served, if mailed to the LESSOR by registered or certified mail, return receipt requested, postage prepaid, addressed to the LESSOR at 1700 MacCorkle Avenue, S. E., Charleston, WV 25314 or at such address as the LESSOR may from time to time advise in writing. AII rent notices shall be paid and sent to the LESSOR at 1700 MacCorkie Avenue, S. E., Charleston, WV 75314 or at such address as the LESSOR may from time to time advise in writing. 21 SURRENDER The LESSEE shall at the expiration or other termination of this lease remove all LESSEE's goods and effects from the leased premises, (including, without hereby limiting the generality of the foregoing all signs and lettering affixed or painted by the LESSEE, either inside or outside the leased premises). LESSEE shall deliver to the LESSOR the leased premises and all keys, lock thereto, and other fixtures connected therewith and all alterations, improvements, and additions made to or upon the leased premises, in good condition. ln the eventof theLESSEE's failure to remove any of LESSEE's property from the premises, LESSOR is hereby authorized, without liabiiity to LESSEE for loss or damage tl Exhibit No. 4 Schedule No. 11 Attachment B Page 24 ot 27 Witness: J. T. Gore tllereto, and at the sole risk of LESSEE, to remove and store any of the property at LESSEE'S expense, or to retain same under LESSOR's control or to sell at public or private sale, without notice any or all of the property not so removed and to apply the net proceeds ofsuch sale to the payment ofany sum due hereunder, or to destroy such property. LESSEE shall obtain and submit to LESSOR at lease three (3) months prior to termination of this Lease Agreement, at its sole expense, a Phase I environmental assessment of the Premises. LESSEE further agrees to remediate all environmental pollutants determined to be in existence as a result of the Phase I environmental assessment in accordance with applicable laws and regulations. 22 FORCE MAJEURE In the event that the LESSOR is prevented or delayed from making any repairs or performing any other covenant hereunder by reason of any cause reasonably beyond the control of the LESSO& the LESSOR shall not be liable to the LESSEE therefore nor, except as expressly otherwise provided in case of casualty or taking, shall the LESSEE be entitled to any abatement or reduction of rent by reason thereof, nor shall the same give rise to a claim by the LESSEE that such failure constirutes actual or constructive eviction from the leased premises or any part thereof. z) EFFECT OF LESSEE'S HOLDING OVER Any holding over after the expiration of the term of this Lease Agreement, with the consent of LESSO\ shall be constued to be a tenancy from month-to-month, at the same monthly rental as required to be paid by LESSEE for the period immediately prior to the expiration of the term of this Lease Agreement, and shall otherwise be on the terms and conditions specified in this Lease Agreement, so far as applicable .A MODTFICATION OF AGREEMENT Any modification or amendment of this Leue Agreement or additionai obligation assumed by either pafty in connection with this Lease Agreement shali be binding only if evidenced in a writing signed by an officer of each party .t ). SALE OF PREIYtrSES A. ln the event LESSOR shall receive a bona fide offer to purchase the premises during IL Exhibit No. 4 Schedule No. 11 Attachment B Page 25 ot 27 Witness: J. T. Gore the term of this Lease Agreement, and the offer of purchase shall be satisfaclory to LESSOR LESS0R shall give LESSEE the privilege of purchasing the premises at the price and on the terms of the offer so made. This privilege shall be given by a notice sent to LESSEE at the premises by registered mail, requiring LESSEE to accept the offer in writing and to sign a suitable contract to purchase the premises within the period of thirty (30) days after the mailing of the notice. The failure of LESSEE to accept the offer to purchase or to sign a contract within the period provided shall nullify and void the privilege to LESSEE, and LESSOR shall be at liberty to sell the premises to any other person, firm, or corporation for the same or greater consideration. In the event of a sale or conveyance by LESSOR of the premises the same shall operate to release LESSOR from any furure liability upon any of the covenants or conditions, express or implied, herein contained in favor of LESSEE, and in such event LESSEE agrees to look solely to t}re responsibility of the successor in interest of LESSOR in and to this Lease Agreement. LESSEE agrees to attorn to the purchaser or assignee in any such sale. ,L0 IVIISCELLANEOUS A. Partie-r Bound. The covenants and conditions contained in this Lease Agreement shall, subject to the provisions as to assignment, transfer, and subletting, apply to and bind the heirs, successors, executors, administrators, and assigns of all of the parties to the Lease Agreement. All of the parties shall be jointly and severally liable under this Lease Agreemenl. B. Resolution of Claims, Dispttes or Conlroversies 4 A good faith aftempt shall be made to resolve any claim, dispute or controversy between the LESSOR and LESSEE arising out of this Lease Agreement, its performance or breach. L\u). Tfrr ruu*-..^L vra'',^1^:* ursputo.l:, or controversy cannot be resoived within ten (10) business days of the request of either party, the Parties agree that it shall be resolved by submission to binding arbitration in accordance with the Commercial Arbitration Rulas of the American Arbitration Association or other mutually agreeable method of binding arbitration. Notice of demand for arbitration must be made in writing upon the other Parfy. IJ Exhibit No. 4 Schedule No. 11 Attachment B Page 26 of 27 Witness: J. T. Gore Within ten (10) business days from the date of delivery of the demand for arbitration, each Party wilI choose one arbitrator and the fwo arbitrators so chosen will choose a third. The award rendered by the arbitrators will be final, not subject to appeal and judgment may be entered upon it in any court having jurisdiction thereof. No arbitration arising out of this Lease Agreement may include, by consolidation, joinder or in any other manner, any person or entity who is not a Parly to this Lease Agreement without the wrinen consent of both LESSoR and LESSEE. d) By written consent signed by the Parties to this Lease Agreement and containing a specific reference hereto, the limitations and restrictions contained in this Section, may be waived in whole or in part as to any claim, dispute, counterclaim, orother mafter specifically described in such consent. The Parties shall share equally the arbitration fees. All other expenses, including legal fees, associated with arbitration shall be bome by each responsible parfy. 14/aiver The waiver by LESSOR of, or the failure of LESSOR to take action with respect ro any breach of any term, covenant, or condition contained in this Lease Agreement shall not be deemed to be a waiver of such term, covenant, or condition, or subsequent breach of the same, or any other term, covenant, or condition contained in this Lease Agreement. The subsequent acceptance of rent under this Lease Agreement by LESSOR shall not be deemed to be a waiver of any preceding breach by LESSEE of any term, covenant, or condition of this Lease Agreement, other than the failure of LESSEE to pay the particular rental so accepted, regardless of LESSOR's knowledge or a preceding breach at the time of acceptance of rent. D. Effect of Unenforceable Provisions. If any clause or provision of this Lease Agreement is iliegal, iavaiid or unenforceable under present or future laws effective during the initial or renewal term of the Lease Agreement, then and in that event it is the intention of the parties hereto that the remainder of this Lease Agreement shall not be affected thereby, and it is the intention of the parties to this Lease that in lieu of each clause or provision of this Lease Agreement that is iilegal, invalid or unenforceable, there be added as a part of this Lease Agreement a clause or provision similar in terms to such illegal, invalid orunenforceable clause or provision as may be possible and be legal, valid and enforceable. The intention of the parties hereto is that the remaining parts of this Lease Agreement shali not be affected. 14 Exhibit No. 4 Schedule No. 11 Attachment B Page27 of27 Witness: J. T. Gore E. Sectiott Captions. The captions appearing under the section number designations of this Lease Agreement are for convenience only and are not a part of this Lease Agreement and do not in any way limrt or amplify the terms and provisions of this Lease Agreement. F. Goveming Law It is agreed that this Lease Agreement shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Pennsvlvania. G. Limilation on Consent. Aay provisions of this Lease Agreement requiring the approval or consent of LESSOR may be subject to approval from LES_SOR's mortgagee. Any requirement of LESSOR pursuant to this Lease Agreement which is imposed pursuant to the direction of any such mortgagee shall be deemed to have been reasonably imposed by LESSOR if made in good Faith. H Reasonable Altomey's Fees in the event that any action or proceeding is brought to enforce any tefm, covenant, or condition of this Lease Agreement on the part of LESSOR or LESSEE the prevailing party in such litigation shall be entitled to reasonable attorney's fees to be fixed by the coun in such action or proceeding or as prescribed by law I. Additional Doatmenls. The parties agree to execute whatever papers and documents, including construction specifications or drawings, that may be necessary to effectuate the terms of this Lease Aereement. IN WTTNESS WHEREOF, the said parties hereunto set their hands and seals this First day ofOctober. 1996. COLUN4BIA GAS OF COLIIMBIA GAS TRANSMISSION PENNSYLVANIA, INC. --LES S EE CORPORATION--LESSOR w. J. -aql"I Senior Vice President Droc i Aonl- / /(-nntrnvvrf L!vrrgL l ^- Chief Financial Officer i5 Exhibit No. 4 Schedule No. 11 Attachment C Page 1 of 10 Wtness: J. T. Gore Cotu*dib Gas", of PennsYlvarua Mark R. KemPic Senior Attomey 650W6hin$on Road Pittsburgh, PA 15228-2701 November 20, 2000 4t2-572-7 142 4tZ-572-7 | 62 (fu) James J. McNulty, Secretary Pennsyivania Public Utility Commission Room B-20, North Office Building Harrisburg, PA17120 Re: Columbia Gas of Pennsylvania, fne Afiiliatud fnturest Filing Docket No.: Dear S ecretary McNulty: Enclosed please find the originai and four copies each of two interrelated agreements befween Columbia Gas of Pennsylvania, Inc. ("CPA") and Columbia Gas Transmission Corporation ("TCO"). Please file the original and three copies of each agreement and date stamp one copy and refum it to me in the enclosed envelop. The first agreement, is a Release Agreement concerning a lease between TCO and CPA. The lease pertains to a buriding located in Somerset Township, Somerset County, Pennsylvania that CPA is currently leasing from TCO. CPA utilizes the building as a service center which houses maintenance vehicies, stores inventory and serves as a work site for some of CPA's employees. The second agreement, provides for the sale of the Somerset Service Center to CPA. As stated above, the service center is currently owned byTCO. The purpose of these agreements is explained below. CPA has determined that it shouid purchase, rather than iease, the Somerset Service Center from TCO so that it can exercise fuil controi over the facllity. Owning the faciiity provides CPA with the abilityto lease the entire buiiding, lease portions ofit, or even sell the property. Purchasing the Somerset Service Center will also provide cost savings to CPA; specifically, this transaction will result in at least a $130,032.00 decrease in CPA's annual O & M. From a budgetary perspective, CPA has sufficient resources its 2000 capital expenditure program to pay for this purchase. CPA is purchasing the Somerset Service Center property at its current net book value of$'744,574.4I Because both companies are prepared and desire to book this sales ffansaction to their respective 2000 budgets, CPA respectfully requests that the Commission issue its order A C.dmbip EnerCY Gtou\ ConNnY Exhibit No. 4 Schedule No. 11 Attachment C Page 2 of 10 Wtness: J. T. Gore as expeditiouslyaspossible. If there are any questions with respect to this filing, please contact me at 412-57?-7142. Very truly yours, /(tuLfa^7i' Mark R. Kempic Attomey for Columbia Gas of Pennsylvania, Inc. Enclosures (2) Exhibit No. 4 Schedule No. 11 Attachment C Page 3 of 10 Witness: J. T. Gore RELEASE AGREEMENT This Release Agreement is entered into by and between Coliunbia Gas Transmission Corporation, a Delaware corporatiotr, with a business address of 1700 MacCorkle Avenue SE, Charleston, West Vireinia 25325 ("Lessor') and Columbia Gas of Pemsylvania, Iac., a Penasyivania corporation, with a business address of 650 .Washington Road, Pittsburgh, Penasylvania 1 5228 ("Lessee'). WIIEREAS, Lessor and Lessee entered ilto a lease agreement on October 7, 1996 providing that Lessor would lease the premises, with ail improvements thereon, bounded and described as follows: A-ll that certain tact or parcel of ground situate in the Somerset County Indust-ial Park, Somerset Township, Somerset County, Pennsyivania, bounded a:rd described a-s follows: BEGINNING at a point on the southerly side of the right-of-way for Brant Road, in the Somerset County Iadustial Park, leading from the Industial Parkway (T-522) to a sixty (60) foot right-of-way at a point marked by a set rebar; thence along the southerly side of the sixty (60) foot right-of-way for Brant Road, North 84o 20' 0" East 349.10 feet to a point on the southerly side of the right-of-way for Brant Road at comer of lands now or formerly of MIC Industries, Iac.; thence aiong the line of lands now or formerly of MIC Industries, Inc., South 6o 6' 12" East 561.52 feet to a set rebar at comer of lands now or formeriy of MIC Industries, lnc.; thence along the resjdue of the Somerset County Development Council, South 84o 20'0" West 349.10 feet to a set rebar; thence North 6" 6'12" West 561.52 feet to a set rebar, the place of begin:ring. CONTAINING 4.50 acres, as more fully set forth in the subdivision plan prepared by J. Thomas Reilly, Registered Professionai land Surveyor, dated Apil29,1993, and approved Apfil 30, 1993 by the Somerset County Plaming Commission. WHERIAS, the above-described properry is better known as the Somerset Service Center and is located in the Township of Somerset, County of York, Commonwealth of Pennsylvania. WEEREAS, the initial terrn of the Lease Agreement v/as for a period of seven (7) years with an option to renew for two successive and separate seven (7) year terrns. WHEREAS, the initial and curent terrn of the Lease Agreemeht is scheduled to expire on September 30,2043. WI{T'.REAS, Lessee no longer wishes to lease the premises which is the subject of the Exhibit No. 4 Schedule No. 11 Attachment C Page4of10 Wtness: J. T. Gore Lease Agreernent, but rather w'ishes to purchase such premises, and therefore wishes to terminate the above-described Lease Agreement. NO% THEREFORE, in consideration of the mutual promises and covenants contained herein and intending to be legally bound, the parties agree as follows: TERMS l. Lessee shali purchase the prernises which are the subject of the Lease Agreement beiag released herein. In consideration of Lessee's purchase of the leased premises, Lessor agrees to temrinate the Lease Agreement, and release Lessee from any and all obligations that Lessee has under the temrs of the Lease Agreement, including but not limited to all duties, covenants, promises, expenses, liabilities, and responsibilities, and firrther will execute any and all documents required in connection therewith. IN WITNESS TIIEREOF, the said parties have hereunto set their hands and seals on this l0+ dayof ,tl)Pua,nb<^ ,2699. COLIJMBIA GAS OF' COLIJMBIA GAS TRANSMISSION PENNSYLVAMA,.INC. CORPORATION By: By: Name: Name: W. H. Marple Saninn Vieo President 0perations Titte: President and CEO I TI1E: Date: October 9 By: Name:S. M. Warnick 1i11". Senior Vice President Finance and Information Serv'ices uare: oeteber 18, 2ooo Exhibit No. 4 Schedule No. 11 Attachment C Page 5 of 10 Witness: J. T. Gore WITNESS FOR COLIJMBIA GAS WITNESS FOR COLI]MBIA GAS OF PENNSYLVANIA,INC. TRANSMISSION CORPORATION By: ilr'' &k*4t, By' Name: Name: Title: Date: Exhibit No.4 Schedule No. 11 Attachment C Page 6 of 10 Witness: J. T. Gore AGREEMENT FOR TIIE PURCHASE AND SALE OF'REAL PROPERTY This AGREEMENT FOR TIIE PURCIIASE AND SAIE OF REAL PROPERTY ("Agreement") is entered into by and between Columbia Gas Transmission Comoration. a Delaware corporation, with a business address of 1700 MacCorkle Avenue SE, Charieston, West Virginia 25325 ("Sellet'') and Columbia Gas of Pennsylvania, lnc., a Perursylvanjs. sqrpolxtiqn, with a business address of 650 Washington Road, Pittsburgh, Pennsylvania 15228 ('?wchaser'). WHEREAS, Purchaser desires to purchase certain real estate together with improvements as described more fully below for the purpose of conducting its lawfirl business. WITNESSETII That for and in consideration of the monies paid herein, and the mutual promises and agreements of the parties hereto, the parfies do hereby agree and contract as foilows: I. Seller agrees to sell and Purchaser agrees to purchase from Seller that certai:r piece of real estate located in the Somerset Counfy Industial Park, Somerset Township, Somerset County, Penasylvania (the'?roperh/'), bounded and described as follows: BEGINNING at a poiat on the southerly side of the right-of-way for Brant Road, in the Somerset Counfy Industrial Park, leading from the Industriai Parkway (T-522) to a sixfy (60) foot nght-of-way at a point marked by a set rebar; thence along the southeriy side of the sixty (60) foot right-of-way for Brant Road, North 84o 20'0" East 349.10 feet to a point on the southerly side of the right-of- way for Brant Road at corner of lands now or formerly of MIC Industries, Inc.; thence along the fine of lands now or formerly of MIC krdustries, Inc., South 6o 6' 12" East 561.52 feet to a set rebar at comer of lands now or formerly of MiC Industries, Inc.; thence along the residue of the Somerset Counfy Deveiopment Councii, South 84n 20' 0" West 349.10 feet to a set rebar; theace North 6o 6' 12u West 561.52 feet to a set rebar, the place of beginning. CONTA-bIING 4.50 acres, as more fir.lly set forth in the subdivision plan prepared by J. Thomas Exhibit No. 4 Schedute No. 11 Attachment C Page 7 of 10 Witness: J. T. Gore Reiily, Registered Professional land Suweyor, dated April 29,1993, aad approved April 30, 1993 by the Somerset County Plaming Commission. 2. The purchase price for the Property shall be its net book value as of September 30, 2000 which is seven hundred forby-four thousand, five hundred seventy-four dollars and forly one cents (57M,574.4I) and shall be paid by the Purchaser to tl.e Seller on the date of delivery of the deed to the Properly at the closing. 3. The Seller shall pay any expenses incurred for the deed preparation, filing fees and tansfer ta: 4. Good and marketable title to the Properfy shall be conveyed.by the Seller to the Purchaser free and clear of any and all liens aad encumbrances except for any reai estate taxes not yet due andpayabie, and any covenants and restictions or easements ofrecord. 5. ..Arry and all 2000 real estate properfy taxes shall be prorated as of the Closing date, as that term is hereafter defined in Section 8. 6. The Purchaser shall have possession ofthe Properfy on the Closing date. '7 . Any risk of loss with respect to the Property shall be bome by the Seller until the title to the Property has been conveyed to the Purchaser, at and after which time the Purchaser sha1l bear all risk ofloss to the Prooertv. 8. The closing of this transaction shail take place at a location agreeable to the parties hereto within ten days after receipt from the Pernsyivania Public Utility Commission of approval for Pruchaser to enter into this transaction ("Closing date"). 9. The terms and conditions of this Ageement shall survive the closing. 10. This Agreement shall be binding on the parties' heirs aad successors, and is not assignable. This Agreement shall be governed by and interpreted under the laws of the Com:aronwealth of Pennsvlvania. Exhibit No. 4 Schedule No. 11 Attachment C Page 8 of 10 Witness: J. T. Gore 11. Neither Seller, nor to the best of Seller's loowledge, any previous owner of the Properly nor any third party has used, generated, stored or disposed of any hazardous waste, toxic substances or related materials ("Hazardous Materials") on the Property. For purposes of tbis representation and warranty, Hazardous Materials shall include, but shail not be limited to, substarces defined as "hazardous substar.ces" and "pollutants or contaminaats" in the Comprehensive Environmental Response, Compensation and Liabiiity Act of 1980, as amended, (42 U.S.C. Sec. 9601, et seq.), "hazardous waste" and "regulated. substance" in the Resource Conservation and Recovery Act, as amended (42 U.S.C. 6901, et seq.) and to those substances subject to the Toxic Substances Contol Act, as amended (15 U.S.c. 2601, et seq.) and in the regulations adopted aad publications promulgated pursuant thereto or any other federal, state or local govemmental law, ordinance, rule or regulation. Buyer represents that to the best of its lcrowledge, duriag its occupation of the Properfy (October 1, 1996 to date), it has not used, generated, stored or disposed of any Hazardous Materials on the Property. Notwithstanding anything to the contary herein, Seller agrees that it shall indemaify, defend and hold Purchaser harmless from any and all losses, damages, costs, liabilities and expenses which may be incurred or sustained as a result of contamination from Hazardous Materials which could reasonably be d.eemed to have resuited from Seller's former use of the Properfy or any claim, demand, damage, debt, loss, obligation, action, suit at law or in equity, adminishative proceeding or iiability of any kiud and nature whatsoever initially brought which is brought as a result of contamination from Hazardous Materials which could reasonably be deemed to have resulted from forrner use of the Properfy by any person or party, other than Exhibit No. 4 Schedule No. 11 Attachment C Page 9 of 10 Witness: J. T. Gore Purchaser, its officers, directors, empioyees, agents, insurers or assigns. The foregoing indemnification provision shail suryive the closing or term of this Agreement. 12. In the event Seller breaches any of the representations or warranties contained herein, or title examinations or surveys show that Seller does not own the Properfy nor possess good and marketable title to the Properfy, or Pwchaser detennines that the Property is not suitable for the use intended by Pwchaser, or investigation discloses the presence of Hazardous Materizils as defined herein, then at the Purchaser's sole discretion, Purchaser shall be under no obligatioa to purchase the Properly prior to the Closing Date, and Purchaser shall not be liable to Seller for any damages or expenses resulting from Purchaser's failure to purchase except as provided herein. 13. Upon execution of tbjs Agreement, Purchaser shall have the right to enter on the Properly for the purpose of making suryeys, conducting environmentai tests, examining existing structures or for any otherpuqpose reasonably necessary to Purchaser at its sole discretion and to investigate the suitability of the Properly for the use intended by Purchaser. Such work shall be done in a marmer that causes the least possible dishubance to the possession of Seiler. If the Property is not ultimately purihased by Purchaser, then Purchaser shall compensate Seller for any damage or injury to either the land or to the improvements that arise out of or are caused by such work. If the Propefty is purchased by Purchaser, Seller waives and releases any and all ciaims for such damages. 14. Each of the parties hereto, by the execution hereof, certifies that it has read this Agreement, and it understands fully the contents hereof, and that it ach:owledges receipt of a copy of same. The parfies firrther acknowiedge that this Agreement constitutes the entire agreement between. the parties, and that no one is relying on verbal statements not contained Exhibit No. 4 Schedule No. 11 Attachment C Page 10 of 10 Witness: J. T. Gore =\-- l+n herein, and that this Agreement may be modified only by agreement in writing siped by the parties hereto. The parties fi:rther agree that TIME IS OF TIm ESSENCE with respect to all of the terrns and conditions in this Agreement, and that all the said terms and conditions shall survive the ciosing of the tansaction and the deiivery of the deed. IN WTINESS WHEREOF. the parties have executed this Aseement under seal as of the ,O*L day of ,/lrlot"zntlle,- ,zooo.. ATTEST; COLIIMBIA GAS OF PENNSYLVANIA. DTC. By: fz.. J. (Lt-* K. W..Christnan Assistant Secretary ATTEST: COLTIMBIA GAS TRANSMISSIObI CORPORATION Assistant,^..,2t,-^ Jecretary Sharoa 0. Flanery Title: Senior Vice President Operations l. M.: Warnick Sharon O. Flanery Title: lenior Vice lresident Fi nan ce aruil nfbFnntTo- n Te rvi ces Exhibit No. 4 Schedule No. 11 Attachment D Page 1 of 13 Wtness: J. T. Gore ffituifi# Mark R. Kempic Senior Attorney Legal Department 550 Washington Foad Pittsburgh, PA 15228 14121572.7't42 Fax:1412) 572.7162 mkempic@ nisource.com January 8, 2003 James J. IvlcNulty, Secretary' Pennsyivania Public Utility Commission Commonrvealth Keystone Buiiding, 400 North Street, Harrisburg, PA 17120 Re: Columbia Gas of Pennsylvania, Inc. - Affiliate Transaction DearMr. Iv{cNulty: Enclosed for filing pursuant to 66 Pa. C.S.A $2102, arettuee copies of a "Base Conhact for Sale and Purchase of Natural Gas" befween Columbia Gas of Pvrmsylvania, Inc. ("CPA') and an affiliated company, Columbia Gas of Virgini4 Inc. ("CVA"). The Commission has previousiy approved an affiliate agreement authorizing CPA and CVA to exchange goods and services (,See Docket G-00000794, Order Entered October 25, 2000). However, CPA is filing the anached agreement because it explains the sale and exchurge of gas in greater' detail than the prior affiliate agreement. If this filing is deemed to be duplicative by the Commission, please inform me of that fact. I have included an extra copy of the document. Please date stamp ii and return it to me in the enclosed enveiope. If you have any questions about the enclosed document or if I may be of any assistance, please do not hesitate to contact me at 412.572.7142. Sincerely, tl (t!-+p tc- '7lL@,J\- Sl MarkR. Kempic t/ Senior Attorney enclosures Exhibit No. 4 Schedule No. 11 Attachment D Page 2 of 13 Witness: J. T. Gore K. W. Christrnan S. J. Sagun Exhibit No. 4 Schedule No. 11 Attachment D Page 3 of 13 Wtness: J. T. Gore BASE CONTRACT FOR SALE AND PURCHASE OF NATURAL GAS This Base Contacg made and €nlered iDto tlis 1r day of Apnl\ ZOO2, by and betweeu Columbia Gas of Virginia, Inc., a Virginia corporation with offices located at 200 Civic Ceoter Drive, Cohunbus, Ohio 43215 and Columbia Gas of Pennsylvani4 Inc., a Pennsylvania corporation vrith offices located at 200 Civic Center Drive, Columbus, Ohio 432 1 5. ARNCLE I PURPOSE AND PROCEDTIRES 1.1 This Base Contact establishes the general tems and conditions govenaing pruchases, sales, physical options, aad excbalges of Gas between the Parties during the period this Base Contact is in effect, inclusively kaom as ("Tralsactions"). As used hereiq the term "Buyer" refers to ttre Party purclasing the Tra.nsaction and the term "Seller" refers to the Party selling the Trarsaction. 1.2 The Parties will use the following Tra.nsaction Confirmation procedure. Should the Parties come to an agreement regarding a Transaction for a particular Delivery Period, Seller will, and Buyer may, record tbat agreernetrt on a Tramaction f,qr6marion and frcsimile or deliver such Transaction Confimration to the other Party by the close of the Business Day foUowing the date of agreement. If a seudiog ParVs Transactiqn Qsnfinetiqa is contrary to the receiviog Party's uderstantling of thc agreerr,nt, such receiviag Parry sball mtifl the sending Party via ficsimile before ihe close of the second Business Day following receipl The receiving Party's failure to so aot$ sendhg Parly in writing within the aforemeirtioned time period corstitutes receiving Party's agreeEent to the terms ofthe.falsaction descnbed in the sending Party's Traosaction Confirmation. Ifthere are any material differences between timely sent TraDsaction Confrmatiors governing the sarp Transaction, thetr neither Trarsaction Coafrmation shall be binding until or rmless such differeoces are rcsolved 1.3 Each Party consents fs ths lsselding of all telephone coDversations between ib eryloyees and the employees of the other Party. L.4 The entire agreement between the Parties sball be govemed by those provisions contained il the Base Contact and any effective Transaction Coofiunatiou ("Coatracf'). In the event of a conflict between the tenns of any Transaetion Confrmation and fte tems of ihis Base Contract, the terns of the Tmlsaction Coofimution shall govern ARTICITtr DEFINTTIONS 2.1 'tsritish TherDal Unit" or Btun sball span lhe amormt of heat required to raise the teryerature of oue pound of pwe water ftom 59o FaheDheit to 60" Fahrenheit at a consbnt pressr:re of 14.73 pounils per square inch absolute (psia). 2.2 "Busiaess Day" shall mean ary day except Satrday, Sunday or Federal Reserve Balk bolidays. uConFact' 2.3 sball mean the legaly binding relationship established by (i) this Base Contact and (ii) the provisions contained in atry effective Trarsaction Coufirnatiods). 2.4 "Contract Quantity" shall mean the gantity ofGas to be delivered and take[ as set forth in the Transaction Confirrnation 2.5 "Conract Price" shell ss6a fte iuDoEt eryrcssed in U.S, Doliars pel Dt\ as specified by the Parties oo the Transaction Confimation" 2.6 "Cover Standard" shell nsan tbal ifthere is an unexcwed failure to take or deliver auy quantity of Gas pursuant to this Conirac! then &e non-defaulting Party shail use conmercially reasonable efforb to obtain or seil Gas at a pdce reasonable for the delfuery or production are4 as applicablg consistent c,iib the amount ofnotice provided by the defaulting Party with considetation f61ft6 imdiary of the Buye/s Gas eonsr:rytion needs or Sellet's Gas sales requiremenb, as applicable, ihe quantities involved aodfte anticipated length offailure by tbe defaulting Pa4y 2.7 "Day" slall mean a period of twenty-four (24) coDsecutive hous, coexteosive with a 'Day'' as defned i! the tadf of the Transporter delivering Gas to the Delivery Poin! or fte Transporter receiving Gas if there is no Trarsporter delivering Gas, in a particular tansaction 2.8 "Delivery Period" sball be the period druhg yihich deliveries are to be made as set forth in the Transaction Confmntion. 2.9 "Delivery Point" shall mean such points as are mutually agreed upon between Seller and Buyer as set forth i:r the Trauaction Confirmation. 2.L0 'Dth" shall mean spg millisaBritishThermalUnits. 2.ll "Gas" sha'll mean any mixture of hydrocarboos or of hydrocarbors atrd son-combustible gases in a gaseous state colsisting essentially ofmethane which conforms with Section 7.1. 2.12 "Imbalaoce Clnrges" shall meaD aly scheduling penalties, imbalance penalties, overpuil or unauthorized ovemm penalties, operational flow order penalties, Cash Out Cbarges, banking cha:ges, or similar penalties, fees or charges assessed by a Transporter for failure to satisf, the Transporter's balance and/or aomination requirements. 2,13 "Month" shall mean the period beginaing on the fi$t day of the calendar montl and euding inanediately prior to the cor@eDcement of the first day of the next calsndar montb- Exhibit No. 4 Schedule No. 11 Attachment D Page4of13 Wtness: J. T. Gore 2.14 duling", "scheduled" or "Nominations" sball refa to tbe act of Seller, Buyer, and the Transporteds) notiffing, reqriesting, and confirming to each odrer the quantity of Gas to be delivered hereunder on any given Day during the Delivery Period- 2,15 "Spot Price" sball rnean the Midpoint price listed i! the publication Gas Daily as published by Financial Times Enagy, rroder tln listing applicable to the geographic location closest in proximity to the Delivery Poin(s) for the relevalt Day. Ifno price is published for zuch Day, theu the Spot Price sball be the average of the following: (i) the price (determined as stated above) for the fint Day for which a price is pub[shed that next preceded the relevant Day; ard (ii) the price (determi.ned as stated above) for the first Day for which a price is published that next follows the relevaatDay. 2,16 "Tramaction Confirmtiou'' sball ruean 6e dmrcnt, substatially in 6e forn of Exhrbit d setting forth the tems of a Traosactioo foroed pusrrad to Section I for a particr:iar Delivery Period 2.17 "Transporta(s)' sball meaa all Gas pipeline coqanies, or the physical hciJities thereot trauporting Gas for Seller or Buyer upsteam or 6owssgsam, Espectiveiy, of the Delivery Point pu$uant to a particular Trauaction Confirmation. ARTICLE Itr PERFORMANCE OBUGATION 3.1 ThePerformance Obligation shallbe designated ineachTralsactionConfrmationfromoqe ofthe following: 3.1.1 "Intenuptble" sball m ftat either Party may intemrpt ib perfomnce at aoy time for any reason except for reasons of price, whe&er or not caused by m event ofForce Majeure, in which case there wili be no liability, except such intemrpting Party is respolsible for any Tmhalalse Cbarges as set forth in Section 6.3 related to iA idenrptioo a-fter the nomination is made to the Traasporter, and rmtil fte change in deliveries and/or rece[b is confinned and iqlanerted by Trasporter. 3.1.2 "Secon&ry Firm" shall mear tfiat eitler Parg may interupt ib performance to the extent that such perforrnance is prevenled for reasons of Force Majeure or curhilaent or intemrption of such Party's intem-ptble trarsportation and/or storage, transportation between secondary firm poins or recallable firE tsanspoftation, in which case there will be no lability except such intemrpting Parf is responsible for any Irnbalance Charges, as s€t forth in Section 6.3, related to its intemrption after the nomiutionismadetotheTrarsporter andubl&ecbangeindeliveriesand/orrecz[sisconfrnedandrylmrntedbyTrusporter. If a Party intempts for any otho reason the non-breaching Party's exclusive remedy sball be ftat it may recover i8 Cover Costs as set forth in Section4.l. 3.1.3 '?doary fi16i shell Ecan tbat either Party may only interrupt is performaoce to the exteut that such perforroaDce is preventcd for reasons of Force Majeure or curtailnent of frm tansporation and/or storage betweeo primary firm poitrb, itr wbich case tbcre will be no liabiJity except tbat such intemrpting Party is reqpousible for any Imbalance Charges, as set forti iu Section 6.3, related to its intem4tion after the noloination is loade to the Tralsporter. If a Party intmupts for any other reason the Don- 66sashing Parfs exclusive rercdy sball be as set fortb in Section 4.1. 3.2 If a Parg intempts ia performance, such Party will curtail iu a fair aad reasonable maroer giving similar aeatrneEt to similarly affected sales customers. ARTICLE IV DEFAIJLTS AND REMEDIES 4.1 Subject to Section 4.3, fte exclusive and sole remedy ofthe Pa.-ties in the event of a breach of Perforrnance Obligation shallbe recovery ofthe following: (D In the eved ofa breach by Seller on auy Day($, payment by Seller to Buyer in an amount equal to the difference beween the Contact Price and the purcbase price paid by Brryer utlizing the Cover $t^ndatd for replacernent Gas, acljusted for comrrcially reasonable incremenbl trarspofttiorl cose to or from the Delivery Point(s), u:Itiplied by ihe differeace between the Coahact Quantity and the guantity actually delivered by Seller on such Day(s) ('Buyels Cover Costs"); or (ii) In the event of a breach by Buyer on auy Day(s), payrrent by Buyer to Seller in an amount equal to the diferance between ihe Conaact Price and the price received by Seller utilizing the Cover Stardard tom the resale of such Gas, adjusted for comnercially reasonable increoental tarsportation costs to or ftom the Delivery Point(s), mi:ltipfied by fte difereuce between the Cout'act Qualtity aad the quantity ach:aily received by Buyer for such Day(s) ("Sellefs Cover Costs"); or (iit In the event that Buyer bas wed comrnercially reasoDable efforb to rqrlace the Gas or Seller has used conrmercially reasonable efforts to sell the Gas to a third Party, and no such replacement or sale is available, then the exclusive remedy of the non-breaching Party shall be tbe differeuce beweea the Cortact Price aad the Spot Price multiplied by tbe difference between the Contact Qraatity and the quantity actually delivered by Seller and received by Buyer for such Day. 4.2 When reasonable grouods for iuecurity ofpayment arise, either Party may demand adequate assluance ofperformance ftom the other pafty. Adequate assurance shall meaa sufiici€nt security in the form aod for ttre term reasonably acceptable to the demanding Party including, but not iimited to, a standby irrevocable letter of credit, a prspayment or a guarante€ by a credit- Exhibit No. 4 Schedule No. '1 1 Attachment D Page 5 of 13 Wtness: J. T. Gore worthy entity. Notwitbstanding and in addition to but not in limitation of any other provision hereof or in the event (each a "default") either Party (the "lsfaulting party") shall: (t) Make an assigment or aty general afiatrgement for the benefit of creditors; or (ii) Become baakupt or insolvent, howevs evidenced, or be unable to pay its debts as they fall due; or (ii) File a petitiou or othercdse courrnerce a proceeding under any bankuptcy, iruolvency, reorganization or similar law; or have any such petition filed or proceeding cornnenced against it; or (iii) Have a liquidator, adminishator, receiver or trustee appoirted with respect to it or any substaatial portion of its properry or assets; or (ff) Faii to pay or perforro, when 6re, any material obligation to the other Party (the "Noo-Defaulting Party"), whetla under fris agreenent, or in comection wit! credit support obligatioos or otherwise and such failure is not culed withiD two (2) Business Dap after written notice thereof to the Defar:Jting Party; or (v.) Fail to provide adequate assunurce of ib ability to perform all of iE ouetandilg obligations to the Non- Defaulting Party under this Base Contact; then in any such event tle Non-Defaulting Party shall have the right to desipate an early termimtion date ("Early Tennilatiou Date") as aay date on or after the event of default under ihis Section 4.2. Upou the Early Termjnation Date, the Non-Defaulting Party shelt 62v" the right to liquidate any and all Transactions under this Coutact (inclucting any portion of a Transaction not yet f:lly delivered) then outstanding by: (I) Closing out each Tnasaction being liquidated at i6 Market Valug as defiaed below, so that each such Tra.nsaction is canceied ancl a settlement payment iu an amount equal to the di.fference bet*een such Market Value and the Coutract Value, as defned below, of such Tralsaction sball be due to the Buyer under the Trarsaction if such Market Value exceeds the Contract Value and to the Seller ifthe opposite is the case; and (ii) Discormting each amount then due rmder clause (i) above to present value in a comnercially reasonable mauer as at the time ofliquidation (to take account ofthe period between the date ofliquidation and fte date on which such amoult would have otherwise been due pursrant to the relevaqt Transaction); and (E Setting offor aggregating, as appropriate, any or all s€ttlernmtpalD€nb (discounted as appropriatQ aud (at the electioq of the uondefaulting Party) any or all other aurounb owing between the psrtiss under rhis Coofact so tbat all such amoutrts are aggregted md/or netted to a single liquidated anouat payable by one Party to the other. Tte net anorrnt due any slch liquidation sball be paid by the close of business on lhe Business Day following the Early Termination DaE. For purposes ofthi( Section 4.2, "Conract Value" means the amount ofthe Gas remaining to be delivered or purcbased uuder a Trarsaction multiplied by the Contact Price per rmil ald "Market Value" merns the amormt of Gas rernaining to be delivered or purchased under a Tralsaction multiplied by the market price per uait detennined by rhe oondefaulting Party in a conrnercially reasonable manner using the Cover Sandard. The rate ofintffest used in calcr:lating net prcsent value shall be determined by the non-defarlting Party in a comnercially reasotable mamer. The Parties agree that a Transaction under tbjs Sectioo 4.2 shall constihrte a "forward contract" within the meaniog of the United States Banlcuptcy Code. 4.1 The Non-Defaulring Pafiy's rights under this Sectiou are in addition to, and not in limitation or exclusion of, any other righh which the Non-Defaulting Party may have (whether by agreement, operation of law or otherwise) subject to the Non- Defaulting limitation set forth in Section 4.4. If a &fault occrus, tle Non-Defaulting Party mzy (at its eleclion) ftom time to time set offany or all amouds which the Defrulting Pa$y ow€s to it (whefter under this Base Confact, auy Forward Contsact or otherwise and whether or not then due), provide ARTICLE V TRANSPORTATION 5, 1 Seller slall have the sole respousibility and bear the fir1l cost and experse of taospodng the Gas, or ensuring that the Gas is talsported, to the Delivery Point, Buyer shall bave the sole responsibility and bear the full cost and expense of tansporting the Gas, or ensuring tlat the Gas is traasported at aud after the Delivery Point 5.2 If the zupp1y or tarsportation necessary to deliver or receive the Cont-act Quantiry is rsravailable for aoy reason, th" Patly respoDsible for or having notice of such intemrption sball pro4tly notif the other Party by facsimile. Seller and Buyer slall tbeo cooperate iu ail reasonable actioDs to avoid,Imbala.nce Charges irposed by 6e Traasporteds). Notw'ithstaading the above, any notice ofintemrption shall not be considered an a.oendment of &e Performance Obligatioa set forth in an applicable Traasaction Confirmation Exhibit No. 4 Schedule No. 11 Attachment D Page6of13 Witness: J- T. Gore ARTICLE VI QUANTITY, SCHEDWING AND IMBAIANCES 6.1 Seller agrees to sell and deliver, or cause to be delivered, and Buyer agrees to purchase and receive or cause to be receive4 the Contract Quantity for a particular Transaction in accordalce nidr the terms ofthis Contract. 6.2 The Parties shall sooldiDate iheir Scheduling rcquirements by telephone with immediate confirmation il writing by facsimile. Anple time m$tbe given to Eeet the Scheduling deartlines of the atrected Transporter(s). Each Party sball give the otler Prty tirnely prior notice, sufrciett to meet thc requireinenE of all Tramporte{s) involved in the Gas delivery to Buyer, of the qua.trtiti€s of Gas to be delivered and purchased each Day. Should either Party become aware that achral deliveries at the Delivery Point(s) are gr ter or lesser thaa the Scheduled Gas, such Party sball Dotiry imnediately the other Party by telephone to be followed rp with written ficsimile aelise withiD twenty-four hours. Notice provisions shall be waived if mutr:ally ageed upon. 6.3 The Parties shall use cormercially reasonable effors to avoid iryosition by any Trarsporter of Imbalaace Cbarges. If Buyer or Seller receives an invoice from a Tralsporter that includes Imbalance Charges, the Parties shall determine the validity u well as the cause of such Imbalaace Charges. Il the TmhalaDce Cbarges *'ere incurred as a result of Buyer's actions or inactions (which shall include, but sh,ll lot be limited to, Buye/s failure to accept quantities of Gas equal to the Scheduied Gas), then Buya sball pay for zuch Irfialance Cbarges or reimburse Seller for such bnbalance Clarges paid by Seller to the Transporta. if the Imbalance Cbarges were incurred as a result ofselle('s actioDs or ilactions (which shatl include, but sball not be limiied to, Selle/s failue to tleliver quantities of Gas equal to the Scheduled Gas), then Seller sball pay for such Imbal.s-nce Charges, or reioburse Buyer for such Imbalance Charges paid by Bqler to the Transporter. 6.4 Seller shall be responsible for allocating gas tendered to Trdnsporter(s) among Buyer and otler buyers for each poin(s) of delivery. Seller shall not Etsoactively cbange any allocatioo infomstion which Seller bas previously prov'ided to Trar:sported$ without Buyeds express writeu concunence. ARTICLE VII QUALITY A1l Gas delivered by Seller the quality cooteut ofTransporter(s)'tanff(t, as loay be 7.1 she'll 6s€1 'nd heat requiremeuts ame,aded fiom time to time. ARTICI-E VItr DELTVERY PRESSUR.E 8.1 Gas clelivered bseDd€r shall be at comercial op€ratirg pressues suff.cied to deliver such quautities at the Delivery Poh(s). ARTICLE D( MEASUREMENT 9.1 The uit of quantity measurexneDt for purposes of this Contact sh'll be onE Dth (&y). 9.2 Measurenent of Gas quantities hereunder shall be itr accordance with the fariffof the first Tra:rsporter imediately dow$team of the Delivery Poin(s). ARTICLE XTA)GS 10-1 Seiler shall pay or cause to be paid, all taxes, fees, levies, penalties, Iicenses or charges irnposed by any govemment authority (''Taxes") on or with respect b the Gas pdor to its delivery at fte Delivery Point(s). Buyer shall pay or cause to be paid ail Taxes on or wift respect to the Gas at or after it delivery at the Delivery Poio($. If a Party is required to remit or pay Taxes which are the other Party's responsribility hereunder, such Party sball proqtly reimburse the other Party for such Taxes. If Buyer is entitled to an exerytion of such Gas fiom atry such Taxes or chargeg Buyer shall firrDish Selier any necessary exexrytioD or resaie certificate covering the Gas delivere.d herer:nder at the Delivery Poin($. 10.2 Neither ihe Contact Price to be paid for Gas nor any other provision of this Contact shall be affected by an increase or decrease in the rate or aErolmt of ary tax or tbe repeal of ao existiDg tax irEposed on eithu Party, by the enacunent of a new tax, or by the subsequent application hereto of any existing to<. ARTICLE )c BILLING, PAYME}IT AND AUDIT I 1.1 On or before the tedh day followiug the Month of deliveries of Gas hereunder, Seller shall deliver to Buyer a sbtement for the preced'ing Mooth properly identified as to the Delivery Point ald applicable Trarsaction Contrrmation showing the total quantity of Gas delvered aad the arnount due. If tle actual quantity delivered is not available.by tle coneactual billi:rg ilate, billiug will be prepared based on the Scheduled qualtities. The Scbedr:Ied qualtity will then be corrected to the ach:al quantity on the following Month's billing or as soon tbereafter as actual delivery fuforoation is available. ll.2 Buyer shall remrt by wire tansfer tbe amount due pursuant to S€lie/s invoice instuctions, by the later ofthe 25tb day of the Month iu whichttre statement was rendered or ten calendar days after receipt ofthe statement by Buyer; provided tlat ifthe due date is Dot a Business Day, palmeut is due ol the neK Business Day followi-ng tbat date. If Buyer fails to remit the fi:ll amouat payable by Buyer when due, interest on the u:rpaid portion shall accrue at a rate equal to the lower of (i) the then-effective prime rate of interest published uader "Money Rates" by The Watl Steet Jourqal. plus two perceDt per amum ftom the date due until the Exhibit No. 4 Schedule No. 11 Attachment D Page 7 of 13 Wtness: J. T. Gore date of paltrru! or (ii) the maximum applicable la\dil ilterest rate. If Buyer, in good faittr, disputes the arnoult of any sucb statenef,t or alfy palt thereof, Buyer will pay to Seller such amoult as it concedes to be coEect; provided, however, if Buyrr disputes fte muat due, Buyer must provide supporting docuneuation acceptable in indusn-y practice ftom irs Traasporter to verry the amormt paid If it is ultir:oately determiletl tbat Buyer owes the disputed alnount, Buyer will pay Seiler that amount vrir! interest as detarnhed above irmcdiately upoa such determination. Any payrnents due the Buyer hereunder shall be made in accordance wifr this Sectioo 1 1.2. 1 1.3 Eitha Party sh*ll have the right at its own exp€Dse, upou reasonable notice and at reasonable times, to examine the book and records of the other Party to the extent reasonably necessary to verifl (i) the accuracy of any statemeut, cbarge, payment, coryutatioB or ofher documentatioo made under the Cootract or (ii) any curtaiJroent of service under Section 32. Ary such audit and any claim based upou enors in (i) or (ii), irwnediately above, must be rrurde within wo years of the date of such statemelt or any rcvisioo tbereof or the last Day of the Month during which aly such alieged unauthorized cutailment occus. Following such two year period, a billing statemed as adjusted shell $s fiml. Erron in a'Party's favor shali be rectified in fuIl with irterest as calculated above, by such Party within 30 days ofuotice and sutstaltiation ofsuch iraccuracy. I1,4 The receipt of any invoice, stateneD! information conceming a Transaction or the act of payment or partial payrnent sl"ll not constihrte accord and satisfaction, waiver, release, fi:ll paymen! satisfaction, laches, estoppel or other defeose to a claimby or against the Seller or Buyer for the tuc and actual amount accurately due ald payable for the fi:Il period oftwo years in anears. 11.5 Each Party sball have the right ofrecoupn€nt against any and all amounb due or to become due to the other Party hereuniler. Eachright ofrecoupment may be exercised at any time and rn tle ordinary course ofbusiness without dersnd on or notice to the other Party, ib affilix1s5, parsal or ib guaEtrtor. The right ofrecoupmeut sball not be deerned to be waived by any conduct ofeither Party, by any failure to exercise such right, or by any neglect or faihre in so doing. ARTICLE )C[ TITLE, WARRA}ITYAND INDEMMTY 12.I Title o the Gas sball pass ftom Seller to Buyer at the Delivery Poin($. Seller sball have responsibility for and assune atry liability witl respect to the Gas prior to ib delivery to Buyer at the specified Delivery Poin(s). Buyer sball have responsibility for and arly liability with resp€ct to said Gas at aad after its delivety to Buyer at the Deiivery Poin(s). 12.2 Seller warrant tbat it will have good and merchsntable title to or will bave the right to deliver all Gas sold hereunder and./m delivered by it to Brryar, fre and clear of all lieal encurabrances, &nd clains. 12.3 ftller and Buyer each wau'ants tbat it is engaged in the dircct comercial use of Gas in the ordinary corrse of its bruiaesg as producer, processor, rnercban! or coltsusEr or otherwise has howledge ofthe practices associated with the purchase or ssle of Gas. Each firtler wafianb 6at it has and wfll rraintaiu all the regulatory authoriz:tions, certi.ficates, and documenation as may be necessary ant legally required to trasporl buy, or make sales for resale of Gas sold or pwcbased hereuDder. 12.4 If any claim related to 6e title to the Gas sold ancVor delivered hereunder is asserted at aoy tirne, Buyer'may witlihold payneEt of up to the amrmt of such claim without interesg as security for the perfomrance of Sellels obligations herermder until zuch claim bas been fiuily iletermined, or rmtil Seller las firmished a bond or other acceptable assuimces to Buyer under terms and cqDalitioDs reasonably satisfactory to Buyer, and in an amouot with surety reasonably satisfactory to Buyer. 17.5 Seller agrees to indemiff Buyer and save it hamrless Aom all suits, actions, debts, accounts, darnages, cosb, losses, Iiabilitie,s and expenses arising Aom e1 eut 6f glaim< oftitle, personal injury or property daoage ftom any or all persons to said Gas or other charges thereon which atEch before title passes to Buyer. Buyer agrces to iademi& Seller aad save it harrrless ftom all suits, actious, debb, accormb, d2ffges, cosb, losses, liabilities and expenses arising fiom or out of claims regarding pay'n€rg personal injury, dealh or property darnage ftom said Gas or other charges thereon which attach at and after title passes to Buyer, subject to Sellet's obligation regarding quality as set font in Section 7.1. ARTIC]I.E)Ctr NOTICES 13.1 AII Trasaction Colfirmations asd other comrmications ("Comnunicatious") made pursr.ra.nt to the Contact shal b€ sent or band delivered to the other ParW at the address shown below: Coluocbia Gas ofVirginia, Inc. Colunbia Gas of Permsylvania,Ilc. 200 Civic Center Drive 200 Civic Center Drive Colurnbus, Ohio 43215 Colurrbus, Ohio 43215 Attn: Energy Trading Manager Ath: Euergy Trading Manager Pbote: 614460-6227 Phong. 614460-622'7 Fax: 614460-6442 Fax: 614460-6442 Exhibit No. 4 Schedule No. 11 Attachment D Page 8 of 13 Witness: J. T. Gore 8.2 All invoices and payments shall be seut or hand delivered to the other Party at tbe address shorpn beiorv: Columbia Gas of Virginia, hc. Colurnbia Gas of Pemsylvani4 Inc. 200 Civic Center Drive 200 Civic Ce@r Drive Cohunbus, Ohio 43215 Colunbus, Ohio 43215 Atu: Gas Purchase Services Manager Attn: Gas Pucbase Services Manager Phone: 614-460-6225 Phone: 614-{6G6225 Fax: 614460-6442 Fax: 6141&-6442 13.3 Bither Parg may modif, auy ioforoation specified above by written notice to the other Party, except qhanges to tbe paJmnt iDformatioD, v&ich writtea notice Inust be ootarized- 13.4 A11 Cosmunications ('Notices") required hereunder may be sent by facsimih or Euhrally accepted electrotric qleans, a uationally recopized overnight courier service, frst class rui] or band delivercd All invoices required.herermder may be sent by frssimile or mutually accepted elect'otric meens and followed by a nationally recognized overniglt courier servicg first glass mr-l or hand clelivered. 135 Notices sent by facsimile shall be deemed to bave been received upon tbe 5ending Party's receipt of its facsimile's confimation Sereof Notice by ovemigfu m,il or courier shall be deemed to have bernreceived on the next Business Day afte ir was sent or such earlier time as is confirmed by the receiving Party. Notice delivered, by band shall be deemed to be received at tie ritr it is delivered to an omcer or to a responsible erryloyee of fte receiving Party. Ncnice via first class mail shall be considered delivered two Business Days after m'iling. ARTICLE )(IV FORCE MAIEIjRE l4.l Except with rcgard to a Parfs obligation to make payurents due rnder the Cmtact, neither Party sball be liable to 6c other for a failue to perform ib obligations hereunder, if such fail:re was caused by Force Majeure. As lsed herei4 thi term 'Force Majeweu shall rresn aJr udoreseer, occurlen.ce or evrnt beyond the contol of the Party claiming excuse vdich partially or eatird prevents that Party's performance ofib obligations as fintler defined in Section 14.3. 142 The Party v&ose performauce is preve.rted by Force Majeure rmrs provicle notbe to the other Party. lnitial notice may be grvetr orally; however, written notification with particulars of6e event or ocdur€Dce b required as soon a.s reasonably possible. Upon providing written notification of Force Majeure to the other Party, the atrected Party will be relieved of its obligation !o make./accept delivery of Gas to the exteut and for the duration of Force Majeue and neirter PartJr shall be deemed to have failed in such obligations to the other during such occunence or evenL 14.3 Force Majeure sball include but not be linited to the following: (i) phfical evetrts such as acts of God, laudslides, lishtning, earthquakes, fires, storrs or storm waraiDgs which result in evacuation of the affected area, floods, washoub, explosionr furcekage or accident or n€cessity ofrepairs to machinery or equipmelt or liles ofpipe, xrather related events such as hurricanes or fteezi.g or failure ofwells or lines ofpipe which affects an eDtire geograpKc regrou; (ii) acts ofothers such as sEikes, lockouts, or other industial disturbances, riots, sabotage, insrrrections or wan; (iii) governmentai actions such as necessity for coryLialce wift any court order, law, statute, ordilarce, or regulation promilgated by a governneual arthority baving jwisdiction; and (iv) ary other causes, whetler ofthe kind herein EDtmerated or otherwise not reasonably within 6e contsol ofrhe affected Party. Seller ard Buyu sball mkg reasonable efforts to avoid Force Majeure ard to Jesolve the eve.[t or occr]relcs 6a6s if hzs occurred in order to resume perforruace. 14.4 Neither Party shall be entitled to the benefit ofthe provisions ofForce Majeure to tle exteDt perfornance is affected Aom any or all ofthe following circrunstaaces: (i) the sole or conuibutory negligence ofthe Paty clr;ning excuse; (ii) tie Party claiming excuse failed to remedy the condition aad to resurae the perforroance of such coyslrm or obligations with reasonable dispatcE and (iii) economic hardship. Force Majeure shail not excuse a Party's responsibility for l-obalance Charges, as set forth in Sectiso 6.3. As soon as possible after the Force Majeure event shall bave been remedied, the Pary claiming suspension shall likewise give notice to the effect tbat the same bas been remedied and tbat such Party bas resume4 or is then in a position to resurne, the perforoance of such covenants or obligatiols. 14.5 Notwithsh:lding anything to the contsary herei4 the Parties agree tbat the settloent of stilces, lockouts or other industrial distubances shall be entirely within the discretion of the Party experiencing sucb distr:rtoce. Exhibit No. 4 Schedule No. 11 Attachment D Page 9 of 13 Wtness: J. T. Gore ,{RTICLE XV GOVERNMENTAL REGULJ,TION 15.1 This Contact and all provisions herein will be subject to all preseot and fuhue appiicable aad valid statutes, rules, orders and regulations of aay Federal State, or local govemmental autlcrrity baviug jurisdictiou over the Parties, fteir facilfties, or Gas supply, this Base Cotrbact or Tralsaction Confirmation or any provisions thereof. 15.2 Each Party certifies that, during the performance ofthis conract, its errploymeut practices, pertrining to er4loyees and applicans, sball corryly with all appiicable fedenl, state and local laws and regulations regarding discrimination bccause ofrace, color, rcligion, natioaal origi4 sex, age, disabiJity or veteran statrs, including but not limited to the provisions of tbe Civil Rights Act of 1964, Fair labor Standarils Act of 1938, Americans with Disabilities Act of 1990, Executive Order 1 1246 of September 24, 1965, Family and Medical have Act of 1993, Code of Federal ReguiatioDs (CFR); +t CFR Part 60-1, 41 CFR Part 6G250, and 41 CFRPa$60-741, atlprovisioos as ^-e.de4 andallprovisious thereofbeiug incorporatedhereinbyreference. 15.3 Each Party hqeby represcnts and warranb tbat it wil, to the greatest extent practical, consistent with efficieat contact performance, provide srull business concems and small business concerns owled rnd controlled by socially and economically disadvantaged individuals wiih the.opportunity to participate in performing confacE or subcontracb related to thie soatasl. 6r.1 Party firther states tbat it sball ensure timely payrrent of amomb &re to any such contractor or subcontactor. 15.4 Neither Party will be held in default for failure to perform rmder ihis Contact, if such failr:re is &re to coryliance wilh suchrules, regulations, Iaws, orders or directives ofany State, Federal or other govemnental regulatory authority, ARTTCLEXVI TERM 16.1 This Base Contact shall remain in efect for one oonth ftom fte date hgreof and from Month to Month thereafter uless terminated by either Pafy on tlirty (30) Days advance written notice; provicled, however, that, except as provided in Section 4.2, if one or rnore Tralsactioo Colfirmations are in effec! termination $a11 not be efective undi &e expiration ofthe latest Delivery Period of such Tnnsaction Conirmation(s). The obligatiors of a Party to make any payment due hereuader and the obligation of Seller to indemnify Buyet, aud Buyer to indennify Seller, pursuant hercto sball suwive the tenuinatioa or caDc€llation of the Coqkact or Trdnsaction Coofrmation ARTICLE XVII DISPUTE RESOLUIION L1.L In fre went a dispute arises between Buyer and Seller, or the successors or assig)s of either of them, regarding ihe applicatiou or hterprotation of any provision of this Base Contract or a Tralsaction Corfrmation, the aggrieved Party sha[ proryfly noti$ the other Party of ib intent to hvoke this dispute resolution procedrue after such dispute arises. If &e Parties shall bave failed to resolve the dispute within ten Business Days after delivery of mch notice, each Party shall, within five Bushess Dap tbereafter aondnate an offcer of its corryauy to meet at a rnuilally ageed location o resolve fte rlispute. ARfiCLE XVItr MISCELI,.ANEOUS 18.1 This Contract shall be binding upon and inure to the benefit ofthe zuccessors, assigns, penonal represetrtativ€s, and heirs of the respective Parties hereto, and the covenants, conditions, and obligations of this Contract shall ps for the firll term of this Coffiact. No assignment of this Contracl in whole or in part, will be made without the prior written corsent of the nou- 65igning Party, which consent will not be unreasonably withheld or deiayed; provided, however, that either Party may, without fte consent of the oth€r Party aad without r€lieving iself from iiability hereunder, (i) tralsfer, seq pledge, encunber or assigl rhis Conhact or the accornb, revenues or proceeds hereofin connection with any finrncjag sr ether fiuncial arralgerre,ub, (if tansfer e1 655ign lhis Cotrfact to an afFliate of such Party which aftliate's creditworthiness is coryarable to or higher tban tbat of such Party, or (iii) tusfer or assip this Contact to any prrson or entity *.sggding to all or subsantially all of fte asseb of such Party; provided, howgver, ftat in each such case, any such s5siggee shall agree to in writing to be bound by the Erms and conditions hereof. 1,8.2 If any provisiou in this ConFact is determiued to be bvali4 void or uneDforceable by any court having jrrisdictio4 zuch determiration shall aot iavalidate, void, or make unedorceable any other provisior, agreement or covenaat ofthis Codtact. 18.3 No waiver of any breach of this Contract shali be held to be a waiver of any other or subsequent breacL All remedies afforded in tbis Cont'act sball be taken antl constued as cuurlatrve. 18.4 This ConFact seb forth all understandings betweeu the Parties respeoing the subject rnatter of each tarsaction aud any prio! contacts, rmderstandings and represeutations, whether oral or written, represelting fhiq su$jssf matter are mrged into and superseded by the Base Contact and aoy efective Trauaction Confmntion(s). This Contact may only be ameuded in writing. 1 8.5 This Contact may be executed in one or more courterparts, each of which shall be deemed an original aad ali of which together sball corstitute one and the same irstrument. As used herei.n, the shgular of aay term shali ioclude he plural. 18.6 The iaterpretation and perfonruace of this Confact shall be govemed by the laws of Virginia excluding, however, any conflict oflaws rule which would apply tle 1aw ofanotherjurisdiction 18.7 This Contract was prepared jointly by Seller and Buyer, an( il the ev€Dt of doubt or ambiguity in rhe language of any of its provisions, sball be colstued with equal stength in favor of both Parties. Exhibit No. 4 Schedule No. 11 Attachment D Page 10 of 13 Wtness: J. T. Gore 'r 8 . 8 The terms of this Conu-act and of any Traruaction Confirmation entered into pursuant hereto, including but aot limited to the Cbntract Price, the Cotrbact Quantity, tle Delivery Period the identified Tralsporte(s), and all other rraterial terms thereof shall be kept confidential by the Parties hereto for one year ftom the expiration of such Tnnsactio[ except to the extent tbat any iafomration must be disclosed to a third Pany for the purpose of effechutiag ta!.sportatioo of Gas subject to the Conhact or to meet New York Mercantile Excbange requiremeuts or governmentrl agency requirem€,lb or requesb or requests ia civil or regulatory proceedings where necessary. 18.9 Corrpliance with the confrmation procedures of Article I satisfies any "writing' requiremenb iryosed under the Uniform Comercial Code or any other applicable contract law. IN WTINESS WHEREOF, Pafties hereto have caused their names to be siped and executed in duplicate on this 3t1 dzyof Apr,i/ ,zooz. COLUMBIA GAS VIRGINIA. ir6M*OF INC. By Exhibit No. 4 Schedule No. 11 Attachment D Page '1 1 of 13 Wtness: J. T. Gore o EXi{BITA Date: TRANSACTION CONFIRMATION Selleds Trarsaction Confirmation #: Buye/s Transaction Confirmation #: - - Please deliver to hmediately. Please noti! --- in writing within two (2) Business Days if you are NOT in Agreement SELLER: BI.IYER: Attn: ContractPrice: $ /Dth DeliveryPeriod From- 20_ to- 20- Coutract Quanu'ty: Perfomance Obligatiou Select One tr Dlb/Day tr lotem.ptble (No htra-moaftSwing) tr SecondaryFim o E From-to-Dtb/day tr hinaryFirn (Intramnth Swirg) (Ifa pooling point is used, list a specific geographic andpipcline location) DeliveryPoin(s): Special Conditions: ThisTrarsactionConfiroationissubjecttotheBaseContractbetweenSelleraodBuyer dated .20_. B>,: (Buyer)- Title: Title: Date: o Exhibit No. 4 Schedule No. 11 Attachment D Page 12 of 13 Wtness: J. T. Gore FEB. -o5' 03 (V{ED) 1 7: 00 COLUMBIA GAS MOUNT LEBANON PA TEL|4rZ s72 7162 TRANSACTION REPORT Tr a n sb I s s I o h Transect I on (s) cohp I e ted NO. TX DATE./TIME DESTINATION DURAT I ON PGS. RESULT MODE 047 FEB. 5 15:57 COL GAS REGULATORY 0" 02' 50' o12 0x N EcM tu Cotporata $aruloee Tol Margle Mafthews FROM: Mark E, Kemplc, Fsq. FAX #: 614460-68s1 pHoNE: +Jz-sT2-7142 TOTAL FAGE$ TNCLUDING COVER: 12 Pg; CFA * Affiliate Transactlon Nofes: Exhibit No. 4 Schedule No. 11 Attachment D Page 13 of 13 Witness: J. T. Gore FEB. -05' 05 (WED) 17:05 COLUMBIA GAS MOUNT LEBANON PA TELt412 572 7162 TRANSACTION REPORT Transmlssion Transac t I on (s) coEp I e ted NO. TX DATE/TIME DESTINATION DURAT I ON PGS. RESUI,T MODE 045 FEB. 5 tTtOO 916144606442 o" 02'46" 012 0K N ECM ff Eorporate $ervices TO: Igm Heckathoin FROM; Msrk R. Kempic, Eqq. COMFANY: COH .., EATEr February S, Z00E FAX#: 614"460-6442 pHONE: 412-E7Z_7142 TOTAL PAGES INCLUDING GQVER: 12 RE: CPA -- Afftllate Transqcflon Notes: Exhibit No. 4 Schedule No. 11 Attachment E Page 1 ofB Witness: J. T. Gore /- 7 I !r''ir t.-OiLUnDia LraS) of Pennsylvanla Law Department Shared Servrces 100 Crvrc Cenier Drrve Columbus. OH 4J215 - l'4arling POBox l17 . Columbus,OH 43216-01 17 6 i4.450-5000 WzuTER'S DIRECT DIAL (6t4) 4604646 November 17,1998 James J. McNulty, Secretary Pennsylvania Public Utility Commission P,O. Box 3265 Harrisburg, P A 17 120-3265 Re: Columbia Gas of Pennsylvania. lnc. - Affiliate Transaction Dear Mr. McNulty: Enclosed for filing, purswut to 66 Pa.C.S.A. $2102, is a copy of a Base Contract for Purchase and Sale ofNatural Gas between Columbia Gas of Pennsylvania, Inc. and an affiliated company, Columbia Gas of Ohio, Inc. Ifyou have ahy questions about the enclosed document or ifI rnay be ofassistance, please do not hesitate to contact me at (614) 460-4646. Very truly yours, Attorney for Columbia Gas of Pennsylvania, Inc. encloswe A aili.b,e i.!', frtu|' atn!,:::/ Exhibit No. 4 Schedule No. 11 Attachment E Page 2 of 8 Witness; J. T. Gore '-r i' BASE CONTRACT FOR SALE AND PIJRCIIASE OF NATT]RAL GAS --. This Base Contracq made and entered into dris ln day ofOctober, 1998, by and between Columbia Gas ofOhio, Inc., an Ohio corporation wit| offices Iocated at 200 Civic Center Drive, Columbus, Ohio 43215, and Columbia Gas of Permsylvaniq Inc., a Pennsylvania corporation with offices locared at 200 Civic Center Drive, Columbus, Ohio a3215. ARTICLE I PURPOSE AND PROCEDI]RES I.l This Base ConFact esablishes tle terms goveming purchases, sales and/or exchanges of Gas during tlre period this Base Contact is in effect. The Base Contract anticipates that the mle of a party may change from time to time and that role may in some cases be ttrat ofthe Seller and in ottrer cases be that ofthe Buycr. As rred herein, the term "Buyer" refen to the party receiving Gas and the term "Seller" refers to the party delivering Gas. 12 The terms ald conditions incorporated in tlis Base Contact arc intended to facilitate the entering into by Buyer and Seller ofa variety oftypes oftralsactions with specific pertiDent terms and durations. The types oftansactions covered by this Base Contract are defined in Section 3.1: (i) Interruptible @ (ii) SerondaryFim (SF) (iii) Prinary Fim (PF) or (iv) Exchange ofFuturts For Physicals (EFP) l3.l The parties will use the following Trauacticn Confrmuion procedure. Should the parties come to al agreeme,nt rcganding a Gas prnhase or sale t-alsaction for a particular Deli"erl, Perio4 Seller wilt and Buyer may, record 6d agrcem€,nt on a Transaction Confrmation and facsimile or hand deliver such Transaction Confrmuion to tle olher party by &e close of the Business Day following fre date of agreemenL 132 If a sending party's Tiansaction Confirmatim is contrary to 6e receiving party's undersmding of the agrecment, such receiving party shail notiry via facsimile the sendlFg party before the closc ofthe second Business Day following reeip if such receiving paty has not previously sent a Trdnsaction Confrmation to 6e sending pafty. The receiving part/s failure to so noti& sending party in writing wilbin tbe aforementioned tine period constitutes receiving parqy's agrefletrt to the tc,ms of 6e traasaotion descnbed in the sending parfs Ttasactim Confrntioa 1.4 The entire agretmeut bewetn Se parties sball be governed by those provisions contained in lhe Base Contract and any effectivc Transaction Confrmatiou (Contacf). In the event ofa conllict between 6e tlrns of aDy Tfansaction Confrmation and the terms ofthis Basc Contract, tte terms of tbe Transacti- 6oo666isq shall govern. ARTICLEtr DEFIMTIONS 2.1 "British Tbermal Unif or'tstr' stall meaa lhe anount of heat rcquired to raise 6e temperatur of one pound of purc water froE 59' Fabrenbeit to 60' FahreDbeit st a consht pr€ssrre of 14.73 por:ads per square inch absolute (psia). 22 'tsusiness Day" shall mean any dary exccpt Saturday, Srrnday or baok bolidays. 2.3 'Cont'act" shall me€! tte legally-binding relationship established by (D this Base Contract and (ii) the provisions eesained in any effective Transaction Confinnation(s). 2.4 'Contract Quantity' shall rrean tre quantity of Gas to be delivered and uken as set forth in the Transadon Confirmation. 2.5 "Cover Costs" shall have fte meaning sct forth in Section 4.1. 2.6 "Cover Standard" shall nea thar ifthere is an unexcus€d failure to take or deliver any quantity ofGas pursuant to this Coutrac( 6en the nondefauhing prty shall use co-mercially reasonable efforg to obhin or sell Gas at a price reasonable for the deliv.ery or prcduction area, as applicablg consistent with the amormt of notice provided by the defaultiug party with consideration for the immediacy o[tbe Buye/s Gas consumption needs or Selleds Gas sales requiremens, as applicable, the guantities involved and the anticipated lengt offtilure by tte defauhing party. 23 "Day'' shall mean a period of twenty-four @4) consecutive hourq coexeosive with a "&yn as defined in the tariff of the Transporter deliveriig Gas to the Delivery Point, or fre Timsporter receiving Gas if there is no Transporter delivering Gas, in a particular tansaction. 2.8 'Delivery Period" shall be the period drring which deliveries are to be made as set forth in the Transaction Confirnation. 29 "Delivery Point" shall mean the downstream side of such location(s) as are mutually agreed upon between Seller and Buyer as set forth in the Transaction Confrmation. 2.10 "Gas" shall mean any mixore ofhydrocarbons or ofhydrocarbons and non-combustr'ble gases in a gaseous state consisting essentially of methaae which conforos with Swtion 7.1. 2.11 "In-balance Chargcf' shall mean any scheduling penalties, imbalance penalties, overpull or unauthorized ovemrn penalties, operational {loy p.Og penalties., la:h Out Cfrarges, banking charges, or similar penalties, fees or charges assessed by a Tra$porter for failure to satisf the Transporte/s balance and/or nomination requirernens. I'MMBtu'r 2.12 shall mean one million British Thermal Uaits. uMonthu 2.13 shall mean lbe period besipning on the first day of the calendar montb and endilg on the first day of the next calenda monlt. 2.14 "Schedule", "Scbeduling", "Scheduled" or "l{ominations' shall refer to the act ofseller, Buyer, and the Trdnspofier(s) notirying requesting, and confirming to each otberthe qualtiry ofGas to be delivered hereunder on any given Gas Day during the Delivery.Period. 2-15 'Transactiou Confrmation" shall mean the form aacbed in Exhibit A. 2.16 'Traasporte(s)" shall mean all Gas pipeline companieq or the physical facilities thereof, tansporting Gas for Seller or Buyer upsteam or downsaeam, rcsp€ctively, ofthe Delivery Poini pursuant to a particular Transaction Confinnation. Exhibit No. 4 Schedule No. 11 Attachment E Page 3 of 8 Witness: J. T. Gore .': ARTICLEM PERFORMANCEOBLIGATION 3.1 The Perlormance Obligation shall be desigrrated in each Transaction Confrmation from one ofthe following: 3.1.1 "lntenuptible" shall mean that eider party may interrupt is performaace at any time for any reason except for.re€sons ofprice, whether or not caused by an event of force rnajeue, with no liability, except such interupting party is responsible for 'any lmbalancc Charges as set forth in Section 6.3 related to its intemrption after the nomination is made to the Transporter. 3.1.2- "secondary Firm" shall mean frat either part! may intenupt its performance to Ule extent tiiat such performance is prevented fcr reasons ofForce Majeure or curtaiknent ofsuch party's intenuptible t-ansportation and/or stonge, transportation between secondary fimr points or recallable fllrn ransponation, with no liabiliry except such intemrpting party is responsible for any Imbalance Charges, as sst forth in Section 6.3, related to its intemption after the nomination is made to theTransporter. If a party intemrpb for any other reason 6e non-breaching par$s exclusive rernedy shall be that it may recover its Cover Costs. 3. 1.3 "Primary Fimt' shall mean that either parry may only intenupt its performance to the extent that such performance is preventcd for reasons of Force Majeure or cuhilnent of frm tansportation and/or storage between primary firm poinb, with no liabiliry except tla such intenupting party ii responsible for any Imbalance bharges, as set forth ii Section 5.3, relai:d to iis inteinrpion after th6 nomiiration is made to tbe Tra$porter. If a pafiy interupE for any other reason the non-breaching part/s exclusive remedy shall be that it may rccover its Cover Costs. 3.1.4 "EFP" shall mean dte purchase, sale or exchange ofsatural Gas as dre "physical" side ofan exchange for physical transactim involving fuuues confacts on th; New York Mercantile Exchange. EFP shall incorioiate ttre meaning and remJdies of liimary firm. 3.2 lf a party intemrps its performance, such party will curtail each customsr group in a fair and reasonable manner giving simila teaEnent to similarly affected cusomers. ARTICLEIV DEFAI,'LTSANDREMEDIES 4.1 Subject to Section 43, the exclusive and sole remedy ofthe parties in the event ofa breach ofthe Performance Obligation shall be recovery ofthe following Cover Cosb: (D in the event of a breach by Seller, paymelt by Seller to Buyer iD an amount equat to 6e difference between the Conn'act hice and the purchase price paid by Buyer utilizing the Cover Staaclrd for replacem€nt Gas, adjused fa reasonable incaen€ntal taDsportatioD costs to or fiom the Delivery Poin(s), multiplied by fte guantity of Gas agreed upon bw not delivered by Seller ("Buyet's Cover Costs"); or (u) in the event of a breach by Buyer, payment by Buyer to Sellcr in an amormt equal to the difference betwem the Coltract hice and be price received by Seller utiliziug the Cover Staodand fiom fte resale. of such G, adjusted for reasonable increme.ntal trf,sportdioD costs to or ftom the Delivery Poin(s), nultipfed by fte quantity of Gas agrecd upo but not taken by Buyer ("Sellcfs Covsr Cosb"); (iii) in &e event frat Buyer has rsed commercially reasonable effcts to replace the Crs or Seller has used commercially rcasonable efforts to sell the Gas to a third party, and no zuch rcplacement or sale is available, then 6e exclusive remedy ofthe non-breaching party shall be the'difference between {l\e Contrac hice ald the price that would have becn paid r received utilizing tbe Cover Surdard nultiplied by tbe quantity ofGas agreed upon but not delivered by Seller or takc,n by Buyer, 42 In no evEnt will eitrer pcty be responsible, either under 6is Afiicle IV or undo aly otrer t€rm or provisio! ofthis Contract, fcr incide,rat conse.quentia! speciat or puo.five damages. 4.3 In the event that the nm-defaulting party temilates the Cootact r:nder Section 152, the nondefaulting pafty shall bavc the right to desigpate al early termiuation date ('Ealy Termination Date') 8s any date on or after the evelt of default undcr Scction 152. Upon the Early Termination Darc, dre nondefaulting party shaU have the riglt to Iiquidare any and all Transactions under this Contrrct (including any portion ofs Transacdon not yet fully detver€d) tben ourstanding by: (t) Closing out each Transaction being liquidated at its Market Valug as defined below, so that each such Traasastion is canceled and a settlemeot payment in aD amourt equal to the difference beween such Ma*et Value and the Conert Value, as defined below, of such Transastion shall be due o Se Buye,t under the Tramaction if such Market Value exceeds the Confaa Value and to the Seller ifthe opposite is Se case; and (ii) Discormting each arnount then due under clause (i)ibove to present value in a commercially reasonable mamer as d the time of liquidation (to take account the period between the date and the dete on which such alrtount of of liquidation- would have odierwise been due pursuaut to tri relevant Transaction); and (iii) Seting off or aggregating, as appropriate, any or all settlement payrDents (discounted as app!'priate) and (at te election ofttre nondefaulting party) any or.all other amounts owing between fre parties under this Contract so thar all such amounts are aggregated and/or netted to a sitrgle liquidated amount payable by one party !o the other. The aet anomt due any such liquidation shall be paid by the close of business on the Business Day following fte Eaty Tennination Date. For purposes ofthis Section 4.3, "Contact Value" means tle amount ofthe Gas remaining to be delivered or purchased unda a Transaction multiplied by the Contract hice per uni! and "Market Value" means the amount of Q25 rcrnaining to be delivered or purchasg! mder a Transaction multiplied by the market price per unit determbed by the nondefaulting pq$ in a commercially reasonable manner using the Cover Sandard. The rate of interesf used in calculating ret prcsent value shall be determined by the non- defaulting party in a commercially reasonable manner. The parties agee that a Transaction under this Sectiou 4.3 strall constitute a "forward contract" within tlre meaning of the United States Baiknrprcy eode. The non-defaulting pafi/s dghts under this Seaion 4.3 and to Cover Costs accrued prior to the termination date are the sole and exclusive remedy oftire non{efaulting party. The non-defaulting party shall give notice that a liquidation pursuant to this Section 4.3 bas occuned to the defaulting party no later than the Business Day foilowing sucb liquidation, provided thu failure to give such notice slall not affect the validity or enforceability of tle liquidation or give rise to any claim by the defaulting party against the non-defaulting pa$,. ARTICLE V TRANSPORTATION 5.1 Seller shall have tbe sole responsibility and bear the full cost and expense offansporting the Gas, or en$ning that tbe Gas is transported, to the Delivery Point Buyer shall have the sole responsibility and b€ar the full cost and cxpeDse oftansportiDg tre Gag or ensuring that the Gas is fansported at and after the Delivery Point Exhibit No. 4 Schedule No. 11 Attachment E Page 4 of 8 Wtness: J. T. Gore 5.2 If the supply or transportation necessary to deliver or receive the Contract Quantity is unavailable for any reason, the party responsible for or having notice of such intem.rption shall promptly notiff the other party by facsimi.le, Seller and Buyer shall then cooperate in all reasonable actions to avoid penalties imposed by the Transporter(s). Notwithstanding the above, any notice ofintemrption shall not be considered an amendment ofthe Performance Obligation. ARTICLE VI QUANTTTY, SC}TEDWING AND IMBALANCES 6.1 Seller agees to sell and deliver, and Buyer agrees to receive and purchase, the Contact Quantity for a particular tr'ansaction in accordance wi$ the terms of this Conoacr 6.2 The parties shall coordinate their Scheduling requirements by telephone with immediate confirmation in writing by facsimile. Arnple time must be given to meet the Scheduling deadlines of the affeaed Transporte(s). Each party strall give the other party timely prior notice, sufficient to meet the requbements of all Transporte(s) involved in the Gas delivery to Buyer, of the quantities of Gas to be ilelivered and purchased each Day. Such notice shall be at least twenty-fou houn prior to the earliest regularly scheduled nomination deadline of the Transporters receiving or delivering Gas commencing on the frst Day of a Month, and two houn earlier than such deadline for any subsequent nomination if inra-month changes are aulhorized. Should eitlrer party become aware that actual deliveries at the Delivery Poin(s) are.greater or lesser than tlre Scheduled Gas, such party shall notif immediately tbe otrer party by telephone to be . followed up with witten facsimile notice wittrin twenty-four houn. Notice provisions shall be waived if mutually agreed upon. 6.3 The parties shall use all reasonable efforts to avoid imposition by any Transporter of lmbalance Charges. I[ during any Mondr, Buyer or Seller receives an invoice fiom a Transporter which includes lmbalance Charges, the parties shall use fteir reasonable effors to . promptly determine the validity as well as tbe cause of such lmbalance Charges. If the parties determine that the lmbalance Charges were incurred as a resuh of Buye/s actigns or inactions (which shall include, but shall not be iinited to, Buyet's failure to accept quantities of Gas equal to the Scheduled Gas), then Buyer shall pay for such bnba.lance Charges or reimburse Seller for such Imbalmce Charges paid by Seller to the Tranqporter. Ifthe parties determine that tbe Imbalance Charges were incured as a result ofSelleds astions or inacdsns (which shall include, but shall not be limited to, Selle/s failure to deliver quantities of Gas equal to the Scheduled Gas), then Seller shall pay for such Imbaiance Charges, or reimburse Buyer for zuch Imbalance Charges paid by Buyer to the Transport€r. 6.4 Seller shall be responsible for allocatiag gas tendered to Transporta(s) among Buyer and otber buyers for each poin(s) of delivery. Seller sirall not retoactively change any allocation information which Seller bas prviously provided to Transporter(s) witlrout Buyet's express writ€n concurence. ARTICLE VII QUAIIfi 7.1 All Gas delivered by Seller sball meet the quality and heat content requirements of Transporter(sl tadq9, as may be amended fiom time to time. ARTICI,E VItr DELIVERY PRESSI'RE 8.1 Gas delivered hereunder shall be at comoercial operating pressures suffcient to deliver such quantities a the Delivery Poin(s). ARTTCI,E D( MEASUREMENT 9.1 The unit of quantity measurement for purposes of this Conract shall be one MMBtu. 9.2 Measurement of Gas quantities hereunder shall be in accordance witr the wiffof ttre ftrst Transporter immediately downsream ofthe Delivery Poin(s). ARIICLE X PRICE l0.l The Contract hice for all Gas delivered hereunder shall be emressed in U.S. Dollars per million British Thermd Unib (qfi\ryGfir). The price shall be agreed to by Buyer and Seller for each siecific t'ansaction and sliall be iucluded in the Trasaaion Confirmation ARTICLE XI TA)(ES ll.l Seller shall pay or cause to be paid, all Exes, fees, levies, penalties, Iicenses or charges imposed by any govemmeDt aufrority (!'Taxes") on or wi6 respect to the Gas prior to its delivery at the Delivery Poin(s). Buyer shall pay or cause to be paid, all To ARTICLE XII BNLING, PAY}IENTAND AUDTT 12.1 On or before the tenih day foilowing the Month of deliveries of Gas hereunder, Seller shall deliver to Buyer a statement for the preceding Month properly identified as to the Delivery Point and applicable Transaction Confirmation showing the toal quantity of Gas delivered and the amount due. Ifthe actual quantiry delivered is notCvailable by the conractual billing date, billing will be prepared based on the Scheduled quantities. The Scheduled quantity will then be conected to the actual quantity on the following Montb's billing or as soon thereafter as actual delivery information is available. Exhibit No. 4 Schedule No. 11 Altachment E Page 5 of 8 Wtness: J. T. Gore i-_ 12.2 Buyer shall rernit by wire o'ansfer the amount due pursuant to Selle/s invoict insructions, by fie later of the 250r day of the Month in which the statement \vas rendered or ten calendar days after receipt of the statement by Buyer; provided that ifrhe due date is lot a Busineis. Day, payment is due on the nex Business Day following tlrat date. If Buyer fails to remit the full amount payable by Buyer when due, interest on the unpaid portion shall accrue at a rate equal to the lower of (i) the then+ffective prime rae of interest published under "Money Rates" by The Wall Steet Journal. plus two percent per annum fiom tlre date due until the date ofpaymeng or (ii) the maximum applicable lawful interest rate. If Buyer, in good faith, disputes tlre amount of any such statement or any part thereof, Buler will pay to Seller such amount as it concedes to be conect; provided, however, if Buyer disputes the amount due, Buyo must provide supporting documentation acceptable in industy practice from its Transponer to verify the amount paid. If it is ultimately iletermined that Buyer owes the disputed amount, Buyer wil.l pay Seller that amount with interest as determined above immediately upon such determination. 12.3 The parties shall have the riglrt upon reasonable notice and at reasonable times, to examine tre boola and records ofthe ottrer parry to the extent reasonably necessary to verify (i) tlre accurary ofany statement, charge, payment, computation or other documentation inade under the Contract or (ii) any curtailment of sewice under Section 3 2. Ary such audit and any claim based upon enors in (i) or (ii), immediately above, must be made within wo yea$ of the date of such statement or any revision thereof or the last Day of the Montb dr:ring which any such alleged unauthorized curtailment occurs. Following such two yeat peio{ a billing statement as ddjused shatl be final. Errors in a part/s favor shall be rectified in full, with interest as calculated above, by such party within 30 days ofnotice and substantiation of such inaccuracy. 12.4 The receipt of any invoice, statement, information conceming a tansaction or the act of payment or partial payment shall not constitute accord and satisfaction, waiver, release, full paymenl satisfaction, laches, estoppel or ofter defense to a claim by or against tle Seller or Buyer for thi tue and ac$al amount accurately due and payable for ihe fi:ll period oftwo years in arrean. ARTICLE )(tr TTTI,B WARRANTY AND INDEMNTTY 13.1 Title to the Gas shall pass fiom Seller to Buyer at tre Delivery Poin(s). Seller sball have responsibility for and assume any liability witb respect to the Gas prior to its delivery to Buyer at the s?ecified Delivery Poin(s). Buyer shall bave responsibility for and any liability with respect to said Gas at ald after iS delivery to Buycr a the Delivery Poin(s). 132 Seller warrants that it will have good and merchantable title to or will have the right to deliver all Gas sold.herermder and deliv€red by it to Buyer, fiee and clear of all liens, encumbraces, and claims, 133 Seller and Buyer each \parrants tlat it is engaged in the direct commercial use of naEral Gas in the ordinary course of fu businesg as producer, Focessor, merchant, or consumer or otherwise has krowledge of the p,racticcs associated witr fte purchase or sale of natural Gas. Each firrher warrant that it has and will maintain all the regulatory authorizations, ccrtificateg md doomenbtion as may be necessary and legally requircd to transpo4 buy, or makc sales for resale of Gas sold or pmcbased hereunda. 13.4 Jf any clain rel4ted t9 the title to rhe Gas sold hereuader is asserted at any time, Buyer may witbhold paym€nt of rry to the aoount of zuch claim without interes! as secufity for the performance of Sellefs obligAions bercunder until such cleim has betn finally determind or until Seller has fumished a bond or otrer acceptable assurances to Buyer uDd€r terms and ccnrditions satisfactory to Buyer, and in an amounl wit surety satisfac'tory to Buy€r. I 3 .5 Seller agrees to indennif Buyer and save it harmless from all suis, actions, debts, accormts, damages, cosb, losseE liabitities and expenses arising Fom or out ofclaims oftitle, personal injury or property damage from any or all persons to said Gas or other charges thereon which attach before title passes to Buyer. Buyer agrees to indemnifr Seller and save it harmless from all suis, actiotrs, debts, accounts, damages, coss, losses, liabilities and expenses arisiug fiom 61 sg1 sfclrin( regarding paymetrq personal injury orproperty rlemage frorr said Gas c other charges thercon which auach at and after title pases to Buyer, subject to Selleis obligation regarding quality as set forth in Seaion 7.1. ARTICLE)fiV NOTICES 14.1 All Transaction Confirmations and other comnrmicatiorr ("Communicatious") made pursuant to the Conract shall bc sent or band delivered to the other party at the address shown below: Columbia Gas of Ohio, Inc. Columbia Gas ofPemsylvania, Inc. 200 Civic Center Drive 200 Civic Center Ddve Columbus, Ohio43215 Colusrbus, Ohio 43215 Afti: Senior Gas kocurement Manager Ath: Senior Gas ProcureneDt Managef, Phone: 614460-6227 hone: 614460-627 Fax: 614460-6442 Fax: 614460-6442 14.2 All invoices and paynents shall be sent or hand delivered to the other party ar rie address shown below: Columbia Gas of Ohio, Inc. Colirmbia Gas of Pennsylvani4 Inc. 200 CMc Center Dnive 200 Civic Center Drive Columbus, Ohio 43215 Columbus, Ohio 43215 Atrl: Gas Purchase Services Manager Attn: Gas Purchase Savices Manager Phone: 61446G6225 Phote: 61446G'6225 Fax: 514460-&42 Fax: 614460-&42 14.3 Either party may modifr any information specified above by written notice o the other party, except changes to the payment information. which written notice must be notarized. Exhibit No. 4 Schedule No. 11 Attachment E Page 6 of 8 Witness: J. T. Gore 14.4 All Communications ('Notices") required hereunder may be sent by facsimile or generally accepted electonic means, a nationally recognized ovemight courier service, first class mail or hand delivered. All invoices required hereunder may be sent by telecopier or genenlly accepted electonic means and followed by a nationally rruroguzEd ovemight courier sewice, first class rnail or hand delivered. 14.5 Notices sent by facsimile shall be deemed to have been received upon tre sending party's receipt of its telecopie/s confirmatim thereof. Norice by ovemight mail or cowier shall be deemed to have been received on the next Business Day after it was sent or such earlier time as is confrmed by the receiving party. Notice delivered by hand shall be deemed to be received at the time it is delivered to a officer or to a responsible employee of the receiving party. Notice via first class mail shall be considered delivered wo Business Days after mailing. ARTICLE XV FINANCIAL RESPONSIBILITY l5.l Eitherpartymayrequestthefollowingcreditevaluationdataoftbeotirerparry;(i) a copy ofthe other pafiy's curent financial statement prepared within the twelve months; (ii) a copy of the otlrer party's mo$ rec€nt Annual Repor! and, if applicable, most recert Forms l0{ and 10-K; provided that if t}re other party has no Annual Report or Forms IGQ or lO-K it must provide its most recent audited fi-oancial statement and frnancial repo4 any current filings with regulatory agencies drat discuss the other part/s financial condition, and a detailed business description that includes the otlrer part/s corponrte form, the number of years or months it has been in business, the nahre of its business, and number of employees; (iii) a lis of the other party affiliates, including any parcnt or subsidiary companies; (iv) the names, addresses and telephone numbers of three t-ade references with whom reasonable inquiry into the other parfs credit-wortbiness, and copies ofany available reports fiom credit reporting and bond mting agencies. L52 When reasooable grounds for insecurity of payment arise either party E8y demand adequarc assumnc€ of performaDce. Adequate assuranc€ shall mean sufrcient seqrity in tbe form and for the term Easonably aerptable to tile deuranding party, including but not limited to, a standby irrevocable leter of credit a prepayment or a guarantee by a credit worthy entity. In the event ei6er party shall (i) make an assignnent or any general arrangement for the benefit of credito$; (ii) default in the payment obligation to fie ottrer partl (iD file a petition or otherwjse commence, autborize, or acquiesce in the coomencement of a proceeding or cause under ary bankuptcy or similar law for the protection of creditors or have such petition filed m proceeding commenced against iq (iv) ohenvise become banlcupt or insolvent (however evidenced); (v) be unable to pay its debt as 6ey fall due; or (vi) fail to give adequate assumDce ofits ability to perform is obligations under the Contract within forty-eight (48) hours ofa reasonable reguest by the othef, party, then thc other party shall have the right to either wittrhold and/or suspend deliveries, cn terrrinarc the Concact wifrout prior noticc, in addition to any and all other remedies available hereunder. 15.3 F,ch par9 reserves to iaelf all rigbq set-ofs, counterclaim, and other defenses which it is or may be c,ntitled to arising fiom a out ofthe Contact ARTICLE XVI FORCE MAJEIJRE 16.1 Exc€ptwith rcgard to a parqy's obligation to makepaymers due underthe Contact, Deitherparty shall b€ fiable to the ober for a failurc to perform ir obligations hereunder, if such failure was caused by Force Majarc. As used herein, 6e tsrm Torce Majeure" shall mean an uoforeseen occurence or event beyond the contol ofthe party claiming excusc which partiatly or entirely prcvens that partys performance of its obligations, except the obligation to make payments due under any transactiotr. 162 Tbe party whose perfomance is prevented by Force Majeure must provide Dotice to the otherparty. Initial notice may be given orally; however, written notification with particulars ofthe event or occurrence is requircd as soon as reasonably possible. Upon providing written notification ofForce Majeure to the other party, the affecred party will be relieved ofis obligation to rnaker'accept delivery ofGas to fte e)ftent and for tbe duration of Force Majeure and neiter party shall be deemd to have failed in such obligations to 6e ofter during such occurrEnce or event 16.3 Force Majeure shall include but not be limited to the folJowing: (i) physical events such as acts of God, landslides, IighhiDg eartlrquakes, fiIes, stonns or storm wamings which resuft in evacuation ofthe a$ected ae4 floods, washouts, explosions, breakage a acdident or necessity of rtpairs to machinery or equipment or lines of pipe, weatber relded evens such as hr.rricanes or freezing or faiftne of wells or lines of pipe whjch affecs an entire geographic regtou; (ii) acb of others such as strikes, lockouts, or other industial disturbances, rios, sabotage, insurections or wars; (iii) governmental actions such as necessity for compliance with any court order, law, statule, ordbarce, or regulation promulgated by a goveromental autbority havingjurisdiction; and (iv) any other causes, wheber oflhe kind herein enumerated or otherwise Dot reasonably within tbe contol of the atrectea party. Seller and Buyer shall make reasonable efforts to avoid Force Majeure and to resolve the event or occurence once it has occuned in order to resume perfomrance. 16.4 Neitherparty shall be entitled to the benefit ofthe provisions ofForce Majerue to the extent performance is affected from any c ql! of the followiirg iircumstances: (i) the sole or conribuiory negligence of the"parry claiming exiuse; G) the party claiming excuse failed to rerredy ttre condition and to ruume the performance of slCh covenantr 6r obligations wilh reasonable dispatch; (iii) economic hardship. Force Majeure sball not excuse the party's, claiming Force Majeure, ruponsibility for Imbalance Charges, as set forth in Section 6.3. As soon as possible after the Force Majeure event shall have been remedid the party claiming suspension strall likewise give notice to the effect that the same has been remedied and that such party has resumed or is then in a position to resume, 6e performance of sucb covenants or obligations. 16.5 Nowithstanding anything to the cont'ary herei4 the parties agree that the settlement of stikes, lockouts or otrer industial disturbances shall be entirely within the discretion ofdre party experiencing such dishubance. ARTICLE XVII GOVERNMEMAL REGULATION 17.1 This Contract and all provisions herein will be subject to all present and future applicable and valid statutes, rules, orders and regulations of any Federal, State, or local govemmental autlorify having jurisdiction over the parties, their facilities, or Gas supply, this Base Contract or Transaaion ConIirmation or any provisions thereof. 172 E"ch p.ty certifies that, during tbe performance ofthis conracq is employment practices, pertaining to employees and applicants, shall comply with all federal, state and local laws and rcgulations regarding discrimination because ofrace, color, religion, Exhibit No. 4 Schedule No. 11 Attachment E Page 7 of 8 Witness: J. T. Gore national origin, sex, age, disability or vetenn status, inthding but not limited to the provisions of the Civil Righs Aa of 1964, Fair Labor Standads Act of 1938, Americans with Disabilities Act of 1990, Executive Order I 1246 of September 24, 1965, Family and Medical Leave Act of t 993, Code of Federal Regulations (CFR); a I CFR Part 60-l , 4 l CFR Part 60-250, and 4 l CFR Part 60-?4 1, all provisions as amended and all provisions thereofbeing incorporated herein by reference. 17.3 Each party hereby represen8 and warrants that it will, to the greatest extent practical, consistent witb efticient contr'act performance, pmvide spall busines concems and small business concerns owned and contolled by socially and economically disadvantaged individuals with the opportunity to participate in performing contacts or subcontracts related to this conracl Each party further states that it shall ensure timely payment ofamounts due to any such contractor or subcontractor. 17.4 Neither party will be held in default for failurc to perform under this Contrac! if such failure is due to compliance witft such nrles, regulations, laws, orders or directives ofany State, Federal or other governmental regulatory authority. ARTICLE XVIII TERM 18.1 This Base Cont-act shall remain in effect for one mohth fiom the date hereof and from month to month thereafter unless terminated by ei0rer party on thirry (30) days advance written notice; provided, however, that, except as provided in Section 4.3 if one or more Transaction Confirmations are in effecg termination shall not be effective until the expiration ofthe latest Delivery Period of such Transaction Confirmation(s). The obligations of Buyer to make payment hereunder for Gas which has been delivered and the obligation of Seller to indemnif Buyer, and Buyer to indemnif Seller, pursuant hereto shall survive the termination or cancellation of the Conract or Traasaction Confirmation. ARTICLE XD( DISPUTE RESOLUTION 19.1 In the event a dispute arises between Buyer and Seller, or Se successors or assigas ofeitrer oftheoq regarding the aprplication or interp,retation ofany provision oftbis Base Contact or a Transaction Confirmation, 6e aggrieved party shall pronptly notifr the other party of its intent to invoke this dispute resolution procedure after such dispute arises. Ifthe parties shall have failed o resolve the dispute within ten Business Days after delivery of such aotice, each party shall within five Business Days thereafter nominate an officer of its company to meet at a mutually agreed location to resolve tbe dispute. ARTICLE }O( MISCELLANEOUS 20.1 This Contract shall be binding upon and inue to tbe benefit ofthe successors, assigns, prsonal rcprtscntaives, aud heirs ofthe respective parties hereto, and the covenanb, conditiols, and obligations of this Cont'act shall nr! for the fuU term of this Conb:act No assignment of this Contrad in whole cr in part, will be made without the prior writen consent of the lepsssigning part/, which consent will not be mreasonably wittrheld- 202 If any provision in.this Conract is determined to be invali4 void or unenforc€able by any court having jurisdictioo, such determination shall not invalidate, void, or make unanforceable any otrer provisioq agreement or covcnat offris Conuact 20.3 No waiver of any breach ofdis Contact shall be held to be a waiv€r of any other or subnequent brreaob- All rerredies afforded in this Conract shall be bken and consEued as cumulative. 20.4 This Contract sets forth all undersandings between 6e parties respecting the subject matter of€ach tesactiotr and any prior contracts, undersandings and represenlations, whether oral or written, representing tiris subject matter are merged into and supeneded by the Base Conn-act and any effective Transaction Confirmation(s). This Contsact may only be amended in writing.. 20.5 This Contract may be executed in one or more counterparb, each ofwhich shall be deemed au original, and all ofwhich together shall constitute one and the same instrument As used herein, the singular of any term shall iuclude the plural 20.6 The interpretation and perfonnance ofthis Confact shall be govemed by the laws ofOhio, excluding, howev€r, any conflict of laws rule which would applythe law of anotherjurisdiction. 20.7 This Cont-act was prepared joinfly by Seller and Buyer, and, in the event of doubt or ambiguiry in tbe lmguage of any of its provisions, shall be construed with equal strength in favor ofboth parties. 20.8 The terms of this Confact and of any Transaction Confirmation eDtered into pur$ant hereto, including but not linited to the Confact Price, fte Conaact Quantity, the Delivery Perio4 fie ident'rfied Transporter(s), and all other matqial terms thercof shall be kept confidential by the parties hereto for one year fiom the expiration ofsuch Transastiou, except to dre extent that any informcion must be disclosed to a third paxty for the purpose of effectuating transportation of Gas subject to the Contract or to meet New York Mercantile Exchange requirements or governmental agency requirementJ or requesb or requests in civil or regulatory proceedings where necessary. 20.9 No party shall rccord any discussion between tbe parties' without first obtaining the wrifien consent of the o&er party. The parties agree that any unauthorized recording may not be used in a:ry proceedings between ttre parties. 20.10 Compliance with the confirmation procedures of Article I satisfies any "writing' requirements imposed under the Uniform Commercial Code or any other applicable conLact law. IN WITMSS WHEREOF, parties hereto have caused their names to be signed and executed in duplicate on this {41ay of Ociabtr .t995. colrt-B4B. .l/d GA9qF P^ENNS,YLVANIA, INC. Bv:W*( "// ' | )t) r,/ ' Title: President drf ChiflExecutive Officer \/ COLTIMBIA GA.-S OF OHIO, INC. Title:n:{MQ< Senior Vice hesident fi Exhibit No. 4 Schedule No. 11 Attachment E Page 8 of 8 Wtness: J. T. Gore .."!. . DCIIBITA Date: 199 TRANSACTION CONFIRMATION Seller's TFanssction Confrmation #: Buyer's Trusaction Confirmation #: Please deliver to immediately. Please notify in writing n'ithin two (2) Buslness Days il you are NOT in Agreement SELLER.: BTIfR-: - contsct hice: $_llr4MBtu Delivery Period: From _, 199_ to _, 199 Conhact Quantity: Performance Obligation: Select One tr MMBtus/_ tr Intemrptible (No Intra-month Swing) tr SecondaryFirm E From _ to _ MMBtus/day tr Prinary Frn flntra-month Swiry) tr EFP (f a pooling point is used, list a specific geogaphic and pipelinc locarion) DeUvery Point(s): Special Condltions: This Tralsaction Confrmation is zubject rc the Base Contract beueen Seller and Brryer dared 199_. By: (Seller)_ Tirle: Title: Date: Date: - Exhibit No. 4 Schedule No. 11 Attachment F Page 1 of6 Wtness: J. T. Gore Ivffiource" Mark R. Kempic Seniot Aftorney Legal Department 650 Washington Road Pittsburgh, PA 15228 14121 572.7142 Faxi .412l 572.1162 mkempic@ nisource.com March4,2004 ffiECEIVHD James J. McNulfy, Secretary MAR 0 4.2004 Pennsylvania Public Utiiity Commissicin Commonwealth Keptone Buiiding, on rSEHf;J#ArTY coM'|\/ rss roN 400 Norttr Shee! Harrisburg,PA 17120 6- 000+ Iotq Re: Columbia Gas of Pennsylvania, Inc, - Alfiliate Transaction DearMr. McNulty: Enclosed for fllingpursuantto 66 Pa. C.S.A $2102, are the original and three copies ofa Communication Facilities Co-Location Agreement between Columbia Gas of Pemsylvania, hrc. ('CPA") and its affiliated Columbia Gas Transmission Corporation. The'agreer.nentwill enable CPA to'install Supervisory Conhol and Data Acquisition ("SCADA') electronic eqdipmentin a Columbia Gas Transmission Corporation building. This equipmelrt isnebessaryforCPA's operafion ofits distibution system I ha.ve included an exta copy of the document. Please date stamp it and retum it to me il the enolosed envelope. As always, if you have any questions please aallme at 412.572.7142 or vmul me at mkernpic@isource,com Sincerely, //to/'laur'' tr[Vtr MarkR. Kempic Senior Attorney Enclosures T. Murphy T. Tokish K. Christnan D. Haddad Exhibit No. 4 Schedule No. 11 Attachment F Page 2 of 6 Witness: J. T. Gore RECEIVED COMMUNICATION FACILITIES CO-LOCATION AGREEMENTMAR O 4 2004 FA PUBLIC UTILITY COMMISSION This Communications Facitities Co-Location Agreement (inctudingStFFmBiltPUFEAU exhibits, collectively, the "Agreement") is entered into this Sth day of February, 2004,by and between Columbia Gas of Pennsylvania, Inc. ('CPA") and Columbia Gas Transmission Corporation ('TCO') (collectively, the "Parties"). PurPose CPA is a natural gas distribution company that wishes to locate advanced communications facilities, which are necessary for the provision of natural gas distribution services, at premises owned or leased by TCO as listed on Exhibit A, attached hereto. Agreement NOW THEREFORE, in consideration of the following mutual exchange of promises and covenants, the Parties agree as follows: 1. Services Arid Ghar es. TCO agrees to permit the installation of CPA-owneo Supervisory Control and Data Acquisition ('SCADA") equipment and agrees to provide rights of access to the premises/buildings, rack space in the telecommunications room, power suppiy, mounting structures and the sharing of space for related facilities. CPA agrees to pay TCO $ 8.00 (eight dollars) per square foot per year, which represents an allocated share of the depreciation and operating and maintenance expenses. 2, Term and Termination. This Agreement shall have no prescribed term, but may be terminated by either Party at any time upon reasonable notice. lf the Federal Energy Regulatory Commission, Pennsylvania Public Utiliiy Commission, a court of competent jurisdiction or other governmental entity with authority to do so issues a rule, regulation, law or order that has the effect of canceling, changing or.superseding any Exhibit No. 4 Schedule No. 11 Attachment F Page 3 of 6 Wtness: J. T. Gore material term or provision of this Agreement (collectively, "Regulatory Requirement"), then this Agreement will be deemed modified in subh a way as the Parties mutually agree is consistent with the form, intent and purpose of this Agreemeni and is necessary l to comply with the Regulatory Requirement. lf the Parties cannot agree to modifications necessary to comply with a Regulatory Requirement wiihin 60 days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement impacted by the Regulatory Reouirement. 3. Limitation of LiabiliW. TGO does not accept any liability for the continuation or accuracy of any signal from the SCADA equipment. CPA warrants that use of the equipment will not create an unsafe operating condition on the TCO facilities to which the SGADA equipment is attached. CPA further agrees to hold TCO harmless from all liability, costs; damages and expenses resulting from the installation of the SCADA equipment on TGO's facilities 4. Billins and Pavment. Charges for the co-tocation of SQADA facilities will be billed from TCO as a debit to account 931 Rents and a credit to account 234 lnler- company TCO payable. 5. Compliance with Laws. During the term of this Agreement, the Parties shall comply with all local, state and federal laws arid regulations applicable to this Agreement and to their respective businesses. 6. Notices. Whenever any lotice or other communication or any other item is permitted or required to be given or delivered pursuant to this Agreement, this notice must be given in writing, and will be deemed to be delivered: Exhibit No. 4 Schedule No. 11 Attachment F Page 4 of 6 Wtness: J. T. Gore A. when received, if delivered in person by hand delivery directly to the intended recipient (including by commercial delivery service); B. three days after being mailed, postage prepaid, by certified mail, return receipt requested; C. two days after being sent by a nationally recognized overnight courier such as FedEx; or D. when seni by facsimile and a confirmation of delivery is received by the sender. Any such notice must be addressed, orfaxed, as the case may be, as follows: If to CPA: Timothy J. Tokish, Jr. General Manager Columbia Gas-of Pennsylvania, Inc, 650 Washington Road Pittsburgh, PA Phone: 412.572.7149 Faxi 412.572.7140 lf to TCO: Reed D. Robinson Vice Presideni - Engineering Services Columbia Gas Transmission Corporation P.O. Box 1273 Charf eston, WV 25325-1 27 3 Phone: (304) 357-3806 Far (304) 357-2644 7. Force Maieure. Neither Party shall be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunciion of any equipment, or any consequence thereof, caused by, or due to causes beyond its reasonable control, such as acts of war, or terrorism, fire, earthquake, flood, water, the elements, acts of God, third Party labor disputes, utility curtailments, cable cuts, power failures, explosions, civil disturbances, vandalism, governmental actions, shortages ofequipmenr or supplies, unavailability of transportation, or acts or omissions of third parties. 8. Construction. This Agreement shall be governed by the laws of the State of Pennsylvania without regard to any choice of law principles that could result in the Exhibit No.4 Schedule No. 11 Attachment F Page 5 of 6 \Nitness: J. T. Gore application of the laws of any other jurisdiction. This Agreement is the joint work product of both Parties. Accordingly, in the event of ambiguity, no presumption will be imposed against any Party by reason of document preparation. 9. Counterparts. This Agreement may be executed by the Parties in separate counterparis, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. AGREED: CoLUMBTA GAs TRANsMlsstoN CoRpoRATtoN By: By: Name: Title: Title: l,/.,?*deal Exhibit No.4 Schedule No. 11 Attachment F Page 6 of 6 Wtness: J. T. Gore EXHIBIT A List of Sites for Go-Location of Gommunications Facilities Columbia Gas Transmission Corporation Metering Station, North York, Pennsylvania Exhibit No. 4 Schedule No. 11 Attachmeni G-1 Page 1 of 15 Wtness: J. T. Gore ffitrffincg* Mark R. Kempic Senior Aftorney Legal Depaftment 650 Washington Road Pittsburgh, PA 15228 14121 572.7142 Fax:1412\ 572.7162 mkernpic@ nisource.com June 14, 2004 . James J. McNulty, Secretary Permsylvania Public Utility Commission Commonwealth Kelntone Building, RH#ffifwffim 400 North Street, JUzu Harrisburg, PA I 7l 20 T 4 ZOt]4 *'gEb'3,?l',.f', n, o n Re: Columbia Gas of Pennsylvania, Inc. - Affiliate Transaction J ffi ; DearMr. McNulty: Enclosed for filing pwzuant to 66 Pa. C.S.A $2102, are the originai and three copies of a Service Agreement between NiSource Corporate Services Company and Columbia Gas of Pennsylvani4 Inc. ("CPA"). This Agreement wiil enable NiSource Corporate Sewices Company to provide certain services to CPA and provides that said services shall be bilied to CPA at cost in accordance with methods approved by the Securities and Exchange Commission. This agreement repiaces the existing "Service Agreement between Columbia Gas System Service Corporation and Columbia Gas of Pennsylvani4 Inc." that was previously reviewed by the Perursylvania Public Utility Commission in Case Number 943001- The agreement shall be executed upon approval by the Pennsylvania Public Utility Commission as weli as upon receipt of any other necessary approvals. I have included an exka copy of the document. Please date stamp it and retum it to me in the enclosed envelope. As always, if you have any questions please call me at 412.572.7142 or e-maii me at [email protected]. Sincereiy, < M&ry,u Senior Attomey Enclosures cc: T. Murphy S. Patterson K. Christman D. Haddad JUN I I 2004 S. Hasson Exhibit No. 4 Schedule No. 11 Attachment G-1 Page 2 ol 15 Wtness: J. T. Gore Service Agreement BETWEEN NISOURCE CORPORATE SERVICES COMPANY AND COLUMBIA GAS OF PENNSYLVANIA,INC. Dated [ ],2004 (To Take Effect Pursuant to Article 3 Hereol) RECHIVffiM JUN I 4 2004 PA PUBLIC UTITITY CO[.I|\IICSICN SECRETARY'S EUttEArJ Exhibit No. 4 Schedule No. 11 Attachment G-1 Page 3 of 15 Wtness: J. T. Gore SERVICE AGREEMENT This SERVICE AGREEMENT (the "service Agteement" or "Agreement") is made and entered into this 2004 by and between Columbia Gas of Pennsylvania, Inc., its subsidiaries, affiliates and associates ("Client", and together with other associate companies that have or may in the future execute this form of Sewice Agteement, the "Clients") and MSource Corporate Services Company ("Company''). WITNESSETH: WIIEREAS, the Securities and Exchange Commission ('SEC') has approved and authorized as meeting the requirements of Section l3(b) of the Public Utility Holding Company Act of 1935 ('Act') the organization and conduct of the business of the Company, in accordance herewith, as a wholly-owned subsidiary service company of NiSource Inc. ("NiSource), including the allocation of all Company costs by using the methods approved by the Securities and Exchange Commission ("SEC Method"); WHEREAS, Client is an affiliate of the Companf and WHEREAS, the Company and Client agee to enter into this Service Agreernent whereby the Client may seek certain services from the Company and the Company agrees to provide such services upon request and upon the Company's conclusion that it is able to perform such services. Further, the Client agrees to pay for the services as provided herein at cost, with cost determined in accordance with applicable rules and regulations under the Act, which require the Company to fairly and equitably alTocate costs among all Clients to which it renders services; and WHEREAS, the rendition of such services set forth in Article 2 of Appendix A on a centralized basis enables the Ciients to realize economic and other benefits through (1) efficient use ofpersonnel and equipment, (2) coordination of analysis and planning, and (3) availability of specialized personnel and equipment which the Clients cannot economically maintain on ar individual basis. NOW THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties to this Sewice Agreement covenant and agree as follows: ARTICLE 1 SERVICES LI The Company shall furnish to Client, as requested by Client, upon the terms and conditions hereinafter set forth, such of the services described in Section 2 of Appendix A hereto (the "Services"), at such times, for such periods and in such manner as Client may from time to time request and that the Company concludes it is able to perform. The Company shall also provide Client with such services, in addition to those services described in Appendix A hereto, as may be requested by Client and that the Company concludes it is able to perform. In supplying such services, the Company may arrange, where it deems appropriate in consultation with Ciient, Exhibit No.4 Schedule No. 11 Attachment G-1 Page4of15 Witness: J. T. Gore for the services of such experts, consultants, advisers, and other persons with necessary qualifications as are required for or pertinent to the provision of such services ("Additional Services"). I.2 Client shall take from the Company such of the Services, and such Additional Services, whether or not now contemplated, as are requested from time to time by Client and that the Company concludes it is able to perform. 1.3 The cost of the Services described herein or contemplated to be performed hereunder shall be allocated to Client in accordance with the SEC Method. Client shall have the right from time to time to amend or alter any activity, project, progam or work order provided that (i) Client pays and remunerates the Company the full cost for the services covered by the activity, project, progam or work order, including therein any expense incurred by the Company as a direct result of such amendment or alteration of the activity, project, program or work order, and (ii) Client accepts that no amendment or alteration of an activity, project, program or work order shall release Client from liability for all costs already incurred by or contracted for by the Company pursuant to the activity, project, program or work order, regardless of whether the services associated with such costs have been completed. 1.4 The Company shall hire, train and maintain an experienced staff able to perform the Services, or shall obtain experience through third-party resources, as it shall determine in consultation with Ciient. ARTICLE 2 COMPENSATION 2.1 As compensation for the Services to be rendered hereunder, Client shall compensate arrd pay to the Company all costs, reasonably identifiable and related to particular Services performed by the Company for or on Client's behalf. The methods for allocating the Company costs to Ciient, as well as to other associate companies, are set forth in Appendix A. 2.2 It is the intent of this Service Agreement that charges for Services shall be billed, to the extent possible, directly to the Client or Clients benefrting from such Service. Any amounts remaining after such direct billing shall be allocated using the methods identilied in Appendix A. The methods of allocation of cost shall be subject to review annually, or more frequently if appropriate. Such methods of allocation of costs may be modified or changed by the Company without the necessity of an amendment to this Service Agreement; provided that, in each instance, all services rendered hereunder shall be at actual cost thereof, fairly and equitably allocated, all in accordance with the requirements of the Act and any orders promuigated therewrder. The Company shall review with the Client any proposed change in the methods ofallocation ofcosts hereunder and the parties must agree to any such changes before they are implemented. 2.3 The Company shall render a monthly report to Client that shall reflect all information necessaryto identify the costs charged and Services rendered for that month. Client shall undertake an immediate review of the report and identify all questions or concems Exhibit No. 4 Schedule No. 11 Attachment G-1 Page 5 of 15 Wtness: J. T. Gore regarding the charges reflected within ten (10) days of receipt of the report. If no concems are identified within that time, Client shall remit to the Company all charges biiled to it within 30 days of receipt of the monthly report. 2.4 Client agrees to provide the Company, from time to time, as requested such hnanciai and statistical information as the Company may need to compute the charges payable by Client consistent with the method of allocation set forth on Appendix A. 2.5 It is the intent of this Ser.uice Agreement that the palment for services rendered by the Company to Client under this Service Agreement shall cover all the costs of its doing business inciuding, but not limited to, salaries and wages, office supplies and expenses, outside services employed, insurance, injuries and damages, employee and retiree pensions and benefits, miscellaneous general expenses, rents, maintenance of structures and equipment, depreciation and amortization, and compensation for use of capital as permitted under the Act. ARTICLE 3 TERM 3.1 This Service Agreement shall become effective as of the date firstwritten above, subject only to the receipt of any required regulatory approvals from the State Commissions and the SEC, and shall continue in force until terminated by the Company or Client, upon not less than one year's prior written notice to the other party. This Service Agreement shall also be subject to termination or modification at any time, without notice, if and to the extent performance under this Service Agreement may conflict with (1) the Act or with any rule, regulation or order of the SEC adopted before or after the date of this Service Agreement, or (2) any state or federal statute, or any rule, decision, or order of any state or federal regulatory agency having jurisdiction over one or more Clients. Further, this Service Agreement shall be terminated with respect to the Client immediately upon the Client ceasing to be an associate company of the Company, The parties' obligations under this Service Agreement which by their nature are intended to continue beyond the termination or expiration of this Service Agreement shall survive such termination or exoiration. ARTICLE 4 SERVICE REVIEW 4.1 On an annual basis, the Company and Client shali meet to assess the quality of the Services being provided pursuant to this Service Agreement and to determine the continued need therefor and shall, subject to Section 1.1, above, amend the scope of services, delete services entirely fiom this Service Agreement, and/or decline services as they determine to be necessary or desirable. 4.2 NiSource maintains an Internal Audit Deoartment that will conduct oeriodic audits of the Company administrafion and accounting prorrrr., ("Audits"). The Audits will include examinations of Sewice Agreements, accounting systems, source documents, methods of allocation ofcosts and billings to ensure all Services are properly accounted for and billed to the Exhibit No. 4 Schedule No. 1 1 Attachment G-1 Page6of15 Witness: J. T. Gore appropriate Client. Lr addition, the Company's policies, operating procedures and controls will be evaluated arurually. Copies of the reports generated by the Company as part of the Audits will be provided to Client upon request. ARTICLE 5 MISCELLANEOUS 5.1 All accounts and records of the Company shall be kept in accordance with the General Rules and Regulations promulgated by the SEC pursuant to the Act, in particular, the Uniform System of Accounts for Mutual Service Companies and Subsidiary Service Companies in effect from and after the date hereof. 5.2 New direct or indirect subsidiaries of NiSource Inc., which may come into existence after the effective date of this Service Agreement, may become additional Clients of the Company and subject to a service agreement with the Company. The parties hereto shali make such changes in the scope and character of the services to be rendered and the method of allocating costs of such services as specified in Appendix A, subject to the requirements of Section 2.2, as may become necessary to achieve a fair and equitable allocation of the Company's costs among all Clients including any new subsidiaries. The parties shall make similar changes if any Client ceases to be associated with the Company. 5.3 The Company shall permit Client reasonable access to its accounts and records including the basis and computation of allocations. 5.4 The Company and Client shall comply with the terms and conditions of a1l applicable contracts managed by the Company for the Client, individually, or for one or more Clients, collectively, including without limitation terms and conditions preserving the confidentiality and security of proprietary information of vendors. Exhibit No.4 Schedule No. 11 Attachment G-1 Page 7 of 15 Wtness: J. T. Gore IN MTNESS WHEREOS, the parties hereto have caused this Agreement to be executed as ofthe date and year first above written. NISOIJR.CE CORPORATE SERVICES COMPANY By: Name:- Its: COLUMBIA GAS OF PENNSYLVANIA. INC. By' Name: Its: Exhibit No. 4 Schedule No. 11 Attachment G-1 Page 8 of 15 Witness: J. T. Gore APPENDIXA NISOI-,R.CE CORPORATE SERVICES COMPANY Services Available to Clients Methods of Charging Therefor and Miscellaneous Terms and Conditions of Service Agreement ARTICLE 1 DEFINITIONS 1 The term "Company" shall mean NiSource Corporate Services Company and its successors. 2 The term "Service Agreemenf' shall mean an agreement, of which this Appendix A constitutes a part, for the rendition of services by the Company. 3 The term "Client" shall mean any corporation to which services may be rendered by the Company under a Service Agreement. ARTICLE 2 DESCRIPTION OF' SERVICES Descriptions of the expected services to be provided by the Company are detailed below. The descriptions are deemed to include services associated with, or related or similar to, the services contained in such descriptions. The details listed under each heading are intended to be illustrative rather than inclusive and are subject to modification from time to time in accordance with the state of the art and the needs of the Clients. I Accounting and Statistical Services. The Company provides services related to developing, analyzitg and interpreting financial statements, directors'reports, regulatoryreports, operating statistics and other financial reports. The Company also ensures compliance with generally accepted accounting principles and provides guidance on exposure drafts, financiai accounting standards, and interpretations issued by the Financial Accounting Standards Board. The Company advises and assists the Clients in the formulation of accounting practices and policies and will conduct special studies as may be requested by the Clients. 2 Auditing Services. The Company will conduct periodic audits of the general records of the Clients, will supervise the auditing of local and freld officerecords of the Client, and will coordinate the audit programs of the Clients with those of the independent accountants in the annual examination of their accounts. 3 Budget Services. The Company will advise and assist the Ciients in matters involving the preparation and development ofbudgets and budgetary controls. Exhibit No. 4 Schedule No. 1'1 Attachment G-1 Page 9 of 15 Wtness: J. T. Gore 4 Business Promotion Services. The Company wili advise and assist the Clients in the preparation and use of advertising, in the development of residential, commercial and industrial business, and in the renderhg ofaid to local appliance distributors and dealers in the advertising and promotion of appiiance sales. 5 Corporate Set"vices. The Company wili advise and assist the Clients in connection with corporate matters and with proceedings involving regulatory bodies. 6 Depreciation Seryices. The Company will advise and assist the Clients in matters pertaining to depreciation practices, including (1) the making of studies to determine the estimated service life of various types of plant, annual depreciation accrual rates, salvage experience, and trends in depreciation reserves indicated by such studies; (2) assistance in the orgmization and training of the depreciation departments of the Clients; and (3) dissemination to the Clients of information concerning current developments in depreciation practices. 7 Economic Settices. The Company will advise and assist the Clients in matters involving economic research and planning and in the development of specific economic studies. 8 Electronic Communications Services. The Company will advise and assist the Clients in connection with the planning, installation and operation of radio networks, remote control and telemetering devices, microwave relay systems and all other appiications of electronics to the fields of communication and control. 9 Employee Services, The Company will advise and assist the Clients in connection with employee relations matters, including recruifrnent, employee placement, training, compensation, safety, labor relations and health, welfare and employee benefits. 10 Engineering and Research Services. The Company will advise and assist the Clients in connection with the engineering phases of all construction and operating matters, including estimates of costs of construction, preparation of plaris and designs, standardization of engineering procedures, and supervision and inspection of construction. The Company will also conduct both basic and specific research in fields related to the operations of the Clients. 11 Gas Dispatching Services. The Company will advise and assist the Clients in the dispatching of the gas supplies available to the Clients, and in determining and effecting the most efficient routing and dishibution of such supplies in the light of the respective needs therefor and the applicable laws and regulations of governmental bodies. If requested by the Clients, the Company will provide a cenhal dispatcher or dispatchers to handle the routing and dispatching of gas. 12 Information Technology Seryices. The Company provides Clients daily operational control, monitoring, data access security, disaster recovery planning, technical research, and support services to all users of the corporate network computing environment within the Company. The Company also assists the Client with application development, maintenance, and ongoing production support for a portfolio of systems that are used by the Clients. In addition, the Company will provide the Clients with an ongoing evaluation and monitoring of the network computing environment to ensure ef{icient use of hardware and that Exhibit No. 4 Schedule No. '1 1 Attachment G-'1 Page 10 of 15 Wtness: J- T. Gore timely upgrades are made to meet the demands of the Clients. The Company also maintains information concerning the disposition and location of Information Technology assets. 13 Information Services. The Company will advise and assist the Clients in matters involving the fumishing of information to customers, employees, investors and other interested groups, and to the public generally, including the preparation ofbooklets, photographs, motion pictures and other means of presentation, and assistance to Clients in their adverlising programs. 14 Insurance Seryices. The Company wiil advise and assist the Clients in general insurance matters, in obtaining policies, making inspections and settiing claims. 15 Legal Serttices. The Company will provide Clients with legal services (including legal services, as necessary or advisable, in connection with or in support of any of the other services provided hereunder), including, but not limited to, general corporate matters and internal corporate maintenance, contract drafting and negotiation, litigation, liability and risk assessment, financing, securities offerings, state and federal regulatory compliance, state and federal regulatory support and rule interpretation and advice (relating to the all aspects of SEC compliance, PIHCA, FERC, FPA, PITRPA), bankruptcy and collection matters, employment and labor relations investigations, union contracting, EEOC issues, and all other matters for which Clients require such legal services. 16 Ofice Space. As may from time to time be available, the Company will provide suitable space in its offrces for the use of the Clients and their officers and employees. 17 Offcers. Any Client may, with the consent of the Company, elect to any office of the Client any officer or employee of the Company whose compensation is paid, in whole or in part, by the Company. Services rendered to the Client by such person as an officer shall be billed by the Company to the Client and paid for as provided in Articles 3 and 4, and the Client shall not be required to pay any compensation directly to any such person. 18 Operation and Planning Services. The Company will advise and assist the Clients in connection with estimates of gas requirements and gas available, gas transmission, measurement, storage and distribution, construction requirements, negotiation of gas purchase and sale contracts, energy marketing and trading and other operating matters. 19 Purchasing and Storage Serttices. The Company will render advice and assistance to the Clients in connection with the standardization, purchase and storage of equipment, materials and supplies, and, upon request of the Client, the negotiation of purchases and the placing ofpurchase orders for account ofthe Client. 20 Rate Services. The Company will advise and assist the Clients in all rate matters, including the design and preparation of schedules and tariffs, the analysis of rate filings of producers and pipeline suppliers, and the preparation and presentation oftestimony and exhibits to regulatory authorities. 21 Tax Services. The Company wili advise and assist the Clients in tax matters, in the preparation of tax retums and in connection with proceedings relating to taxes. Exhibit No. 4 Schedule No. 11 Attachment G-1 9saa 1'l af 1R Wtness: J" T. Gore 22 Transporlation Services. The Company will advise and assist the Clients in coftlection with the purchase, lease, operation and maintenance of motor vehicles and the operation of aircraft owned or leased by the Company or the Clients. 23 Treasury Services. The Company provides services such as cash management, long and short term financing for NiSource and all Clients, investment of temporarily available cash, retirement of long term debt, investment management oversight of all benefits plans, special economic studies as requested, and support for various regulatory proceedings, as requested. 24 Land/Suweying Services. The Company wili provide land asset management, land contract management, and surveying services in connection with Clients' acquisition, leasing, maintenance, and disposal of interests in real property, including the maintenance of land records and the recording ofinstruments relating to such interests in real property, where necessary. 25 Miscellaneous Seryices. The Company will render to any Client such other services, not hereinabove described, as may properly be rendered by the Company to such Client within the meaning and intent of the Public Utility Holding Company Act of 1935 and any other applicable statutes and the orders, nrles and regulations ofthe Securities and Exchange Commission and any other governmental bodies having jurisdiction, as from time to time the Company maybe equipped to render and such Client may desire to have performed. ARTICLE 3 ALLOCATION METHODS I Specific Direct Salary Charges to Clients. To the extent that time spent by the officers and employees of the Company rendering services hereunder is reiated to services rendered to a specific Client, a direct salary charge, computed as provided in Article 4, shall be made to such Client. 2 Apportioned Direct Salary Charges to Clients. To the extent that the time spent by such officers and employees is related to services rendered to the Clients generally, or to any specified group of the Clients, a direct salary charge, computed as provided in Article 4, shall be made to the Clients generally, or to such specified group of the Clients, and allocated to each such Client using an allocation method approved by the Securities and Exchange Commission as set forth on Exhibit A hereto. 3 Direct Salary Charges for Services to the Company, To the extent that time spent by any officer or employee of the Company is related to services rendered to the Company, a direct salary charge computed as provided in Article 4 shall be allocated among the Clients in the same proportions which the direct salary charges to such Clients made pursuant to Sections 1 and 2 of this Article III, for services of officers and employees, bear to the aggregate of such direct salary charges. 4 Apportionment of Employee Benefits. The employee benefit expenses which are related to direct salary charges made pursuant to sub-paragraphs (1), Q) and (3) ofArticle 3 shall 10 Exhibit No. 4 Schedule No. 1 1 Attachment G-1 Page 12 of 15 Wtness. J. T. Gore be apportioned among the Clients, as applicable, in the proportions which the respective direct salary charges made pursuant to the rendering of such services to each such Client bear to the aggregate of such direct salary charges. 5 Other Expenses. A11 expenses, other than salaries and employee benefit expenses incurred by the Company in connection with services rendered to a specihc Client shall be charged directly to such Client. All such expenses incurred by the Company in connection with services rendered to the Clients generally or to any specified group of Clients shall be apportioned in the manner set forth in Section 2 of this Article 3 for the apportionment of sa1ary charges. A11 such expenses incurred by the Company in connection with services rendered to the Company shall be apportioned in the manner set forth in Section 3 of this Article 3 for the apportionment of salary charges. ARTICLE 4 COMPUTATION OF SALARY CHARGES Direct Salary Charges The direct salary charge per hour which shall be made for the time of any officer or employee for services rendered in any calendar month shall be computed by dividing his total compensation for such month by the aggtegate of (1) the number of scheduled working hows for which he was compensated, including hours paid for but not worked, and (2) hours worked in excess of his regular work schedule, whether or not compensated for. l1 Exhibit No. 4 Schedule No. 1'1 Attachment G-'1 Panal?nf16 Wtness: J. T. Gore Exhibit A BASES OF ALLOCATION The SEC approved Bases of Allocation shown below will be used by the Corporate Services Accounting Department for apportioning Job Order charges to affiliates. BASIS 1 GROSS FIXED ASSETS AND TOTAL OPERATING EXPENSES ) Fifty percent of the total job order charges will be allocated on the basis ofthe relation of the affiliate's $oss fixed assets to the total gross fixed assets of all benefited affiliates; the remaining 50% w111be allocated on the basis of the relation of the affiiiate's total operating expenses to the total operating expenses of all benefited affiliates. BASIS 2 GROSS FIXED ASSETS F Job order charges will be allocated to each benefited affiliate on the basis of the relation of its total gross fixed assets to the sum ofthe total gross fixed assets of all benefited affrliates. BASIS 7 GROSS DEPRECIABLE PROPERTY AND TOTAL OPERATING EXPENSE F Fifty percent of the total j ob order charges will be allocated on the basis of the relation of the affiliate's total operating expenses to the total of all the benefited affiliates' total operating expense; the remaining 50% will be allocated on the basis of the relation of the affiliate's gross depreciable property to the gross depreciable property of all benefited affiliates. BASIS 8 GROSS DEPRECIABLE PROPERTY F Job order charges will be allocated to each benefited affiliate on the basis of the relationship of its total depreciable property to the sum of the total depreciable property of all benefited affiliates. t2 Exhibit No. 4 Schedule No. 11 Attachment G-1 Page 14 of 15 Witness: J. T. Gore BASIS 9 AUTOMOBILEUMTS ) Job order charges will be allocated to each benefited affiliate on the basis ofits number of automobiie units to the total number of all automobile units of the benefited affiliates. BASIS 1I NTIMBER OF REGULAR EMPLOYEES ) Job order charges will be allocated to each benefited affiliate on the basis of the relation of its number of regular employees to the total number of all regular employees of the benefrted affiliates. BASIS 13 FIXED ALLOCATION ) Job order charges will be allocated to each benefitted affiliate on the basis of fixed percentages on an individual project basis. BASIS 14 NTTMBER OF TRANSPORTATION CUSTOMERS D Job order charges will be allocated to each benefrted affiliate on the basis ofthe relation of its Transportation Customers to the total of all Transportation Customers of the benefited affrliates. BASIS 15 NIJMBER OF COMMERCIAL CUSTOMERS ) Job order charges will be allocated to each benefited affiliate on the basis of the relation of its Commercial Customers to the total of all Commercial Customers of the benefited affiliates. BASIS 16 NUMBER OF RESIDENTIAL CUSTOMERS ) Job order charges will be allocated to each benefited affiliate on the basis of the relation of its Residential Customers to the total of all Residential Customers of the benefited affiliates. !a IJ Exhibit No. 4 Schedule No. '1'1 Attachment G-1 Page 15 of 15 Witness: J. T. Gore BASIS 17 NUMBER OF HIGH PRESSURE CUSTOMERS ) Job order charges will be allocated to each benefited affiliate on the basis of the relation of its High Pressure Customers to the total of all High Pressure Customers of the benefited affiiiates. BASIS 20 DIRECT COSTS F Job order charges will be allocated to each benefitted affiliate on the basis ofthe relation of its direct costs billed by Service Corporation to the total of all direct costs biiled by Service Corporation. ctu\ 698623.7 14 Exhibit No. 4 Schedule No. 1 1 Attachment G-2 Page 1 of 17 Wtness: J. T. Gore ) vu./ ff#Sorttue" Mark R. Kempic Southpointe Industrial Park ft€e€[vqD 501 TechnologY Drive Senior Attoney Canonsburg, PA'15317 Legal Department 724.416.6328 Fax: 724.41 6.6384 mkempic @ nisource.com November 24.2004 Hennethr UJ' Chrismon James J. McNulty, Secretary Pennsylvania Public Utility Commission Commonwealth Keystone Building, 400 North Skeet. Hanisburg, PA17120 Re: Columbia Gas of Pennsylvania, Inc. - Affiliate Transaction Docket No. G-0004{067 Dear Mr. McNulty: Enclosed for filing pursuant to 66 Pa. C.S.A 52102, are the original and three copies of Service Agreement between NiSource Corporate Services Company and Columbia Gas of Pennsylvania, Inc. ("Service Agreement"). As discussed below, this filing amends a recent filing made in the above-stated docket. On June 14,2004, Columbia Gas of Pennsylvania, Inc. filed with the Public Utility Commission ("Commission") a "Service Agreement between NiSource Corporate Services Company and Columbia Gas of Pennsylvania, Inc." ("CPA'). CPA provided responses to the Commission's data requests on August 2,2004 and the Comrnission subsequently approved the Service Agreement on August 26,2004. In the transmittal letter to the June filing and in CPA's response to the Commission's data request (response number FUS-9), CPA noted that the Service Agreement shall be executed upon approval by the Pennsylvania Public Utility Commission as well as upon receipt of any other necessary regulatory approvals. Since the time of the Commission's approval, the Securities and Exchange Commission notified NiSource Inc., the corporate parent of Nisource Corporate Services Company and Columbia Gas of Pennsylvania, Inc., that ii desired some changes to the language contained in the Appendix to the Service Agreement. The changes have been made to the Service Agreement and CPA is submitting the modified Service Agreement for approval by the Pennsylvania Public Utility Commission. For your convenience, in addition to the modified version of the Service Agreement, I have included copies of a redline version which compares the new Service Agreement to Exhibit No. 4 Schedule No. 1 1 Attachment G-2 Page 2 of 17 Wtness: J. T. Gore the one filed on June 14,2004. As stated in the June filing, the Service Agreement will enable NiSource Corporate Services Company to provide certain services to CPA and provides that said services shall be billed to CPA at cost in accordance with methods approved by the Securities and Exchange Commission. This is true for the modified Service Agreement as well. This modified Service Agreement replaces the existing "Service Agreement between Columbia Gas System Service Corporation and Columbia Gas of Pennsylvania, Inc." that was previously reviewed by the Pennsylvania Public Utility Commission in Case Number 943001. The Service Agreement shall be executed upon approval by the Pennsylvania Public Utility Commission as well as upon receipt of any other necessary approvals. I have included an eltra copy of the Service agreement and the redline version. Please date stamp it and return them to me in the enclosed envelope. As always, if you have any questions please call me a|724.416.6328 or e-mail me at [email protected]. Sincerelv. /t(fik fr*'Prc Mark R. Kempic Senior Attorney Enclosures T. Murphy S. Patterson K. Christman D. Haddad S. Hasson Exhibit No. zl Schedule No. 11 Attachment G-2 Page 3 of 17 Wtness: J. T. Gore REVISED AGREEMENT between NISOURCE CORPORATE SERVICES COMPANY and COLUMBIA GAS OF PENNSYLVANIA' lNc. NOVEMBER 24,2004 Exhibit No. 4 Schedule No. 1 1 Aftachment G-2 Page 4 ol 17 Wtness: J. T. Gore )' ., ..',,,1i Service Agreement BETWEEN NISOURCE CORPORATE SERVICES COMPANY Dated [ 1,2004 (To Take Effect Pursuant to Articie 3 Hereof) Exhibit No.4 Schedule No. 1 1 Attachment G-2 Page 5 of 17 Wtness: J. T. Gore SERVICE AGREEMENT This SERVICE AGREEMENT (the "Service Agreement" or "Agreement") is made and entered into this 2004 by and between its subsidiaries, affiliates and associates ("Clienf', and together with other associate companies that have or may in the future execute this form of Service Agreement, the "Clients") and NiSource Corporate Services Company ("Company"). WITNESSETH: WHEREAS, the Securities and Exchange Commission ('SEC) has approved and authorized as meeting the requirements of Section 13(b) of the Public Utility Holding Company Act of 1935 ("Act") the organization and conduct ofthe business ofthe Company, in accordance herewith, as a wholly-owned subsidiary service company of NiSource Inc. ('TJiSource), including the allocation of all Company costs by using the methods approved by the Securities and Exchange Commission ("SEC Method"); WHEREAS, Client is an affiliate of the Company; and WHEREAS, the Company and Client agree to enter into this Service Agreement whereby the Client may seek certain services from the Company and the Company agrees to provide such services upon request and upon the Company's conclusion that it is able to perform such services. Further, the Client agrees to pay for the services as provided herein at cost, with cost determined in accordance with applicable rules and regulations under the Act, which require the Company to fairly and equitably allocate costs urmong all Clients to which it renders services; and WHEREAS, the rendition of such services set forth in Article 2 of Appendix A on a centalized basis enables the Clients to realize economic and other benefits through (1) efftcient use of personnel and equipm erlt, (2) coordination of analysis and planning, and (3) availability of specialized personnel and equipment which the Clients cannot economicajiy maintain on an individual basis. NOW THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties to this Serrrice Agreement covenant and agree as follows: ARTICLE 1 SERVICES 1.1 The Company shall furnish to Client, as requested by Client, upon the terms and conditions hereinafter set forth, such of the services described in Section 2 of Appendix A hereto (the "services"), at such times, for such periods and in such mamer as Client may from time to time request and that the Company concludes it is able to perform. The Company shall also provide Client with such services, in addition to those services described in Appendix A hereto, as may be requested by Client and that the Company concludes it is able to perform. In supplying such services, the Company may arrange, where it deems appropriate in consultation with Client, Exhibit No. 4 Schedule No. 11 Aitachment G-2 Page 6 of 17 Wtness: J. T. Gore for the seruices of such experts, consultants, advisers, and other persons with necessary qualifications as are required for or pertinent to the provision of such services ('Additional Services"). 1.2 Client shall take from the Company such of the Services, and such Additional Services, whether or not now contemplated, as are requested from time to time by Client and that the Company concludes it is able to perform. 1.3 The cost of the Services described herein or contemplated to be performed hereunder shall be allocated to Client in accordance with the SEC Method. Client shall have the right from time to time to amend or alter any activity, project, program or work order provided that (i) Client pays and remunerates the Company the fuIl cost for the services covered by the activity, project, progam or work order, including therein any expense incuned by the Company as a direct result of such amendment or alteration of the activity, project, program or work order, and (ii) Client accepts that no amendment or alteration of an activity, project, prograrn or work order shall release Client from liability for all costs already incurred by or contracted for by the Company pursuant to the activity, project, program or work order, regardless of whether the services associated with such costs have been completed. 1.4 The Company shall hire, train and maintain an experienced staff able to perform the Services, or shall obtain experience thLrough third-party resoruces, as it shall determine in consultation with Client. ARTICLE 2 COMPENSATION Z.l As compensation for the Services to be rendered hereunder, Client shall compensate and pay to the Company all costs, reasonably identifiable and related to particular Services performed by the Company for or on Client's behalf. The methods for allocating the Company costs to Client, as well as to other associate companies, are set forth in Appendix A. 2.2 It is the intent of this Service Agreement that charges for Services shall be billed, to the extent possible, directly to the Client or Clients benefiting from such Service. Any amounts remaining after such direct billing shall be allocated using the methods identified in Appendix A. The methods of allocation of cost shall be subject to review annually, or more frequently if appropriate. Such methods of allocation of costs may be modified or changed by the Company without the necessity of an amendment to this Service Agreemen! provided that, in each instance, all services rendered hereunder shall be at actual cost thereof, fairly and equitably allocated, all in accordance with the requirements of the Act and any orders promulgated thereunder. The Company shall review with the Client any proposed change in the methods of allocation of costs hereunder and the parties must agree to any such changes before they are implemented. 2.3 The Company shall render a monthly report to Client that shall reflect all information necessary to identifi the costs charged and Services rendered for that month. Client shall undertake an immediate review of the report and identify all questions or concems Exhibit No. 4 Schedule No. 1 1 Attachment G-2 PageT ol 17 Wtness: J. T. Gore regarding the charges reflected within ten (10) days ofreceipt ofthe report. Ifno concerns are identified within that time, Client shall remit to the Company all charges billed to it within 30 days of receipt of the monthly report. 2.4 Client agrees to provide the Company, from time to time, as requested such financial and statistical information as the Company may need to compute the charges payable by Client consistent with the method of allocation set forth on Appendix A. 2.5 It is the intent of this Service Agreement that the payrnent for sewices rendered by the Company to Client under this Service Agreement shall cover all the costs of its doing business including, but not limited to, salaries and wages, office supplies and expenses, outside services employed, insurance, injuries and damages, employee and retiree pensions and benefits, miscellaneous general expenses, rents, maintenance of structures and equipment, depreciation and arrrcrtization and compensation for use of capitai as permitted under the Act. ARTICLE 3 TERM 3.1 This Service Agreement shall become effective as of the date first uT itten above, subject only to the receipt of any required regulatory approvals from the State Commissions and the SEC, and shall continue in force until terminated by the Company or Client, upon not less than one year's pdor written notice to the other party. This Service Agreement shall a"lso be subject to termination or modification at any time, without notice, if and to the extent performance under this Service Agreement may conflict with (1) the Act or with any rule, regulation or order ofthe SEC adopted before or after the date ofthis Service Agreemen! or (2) any state or federal statute, or any rule, decision, or order of any state or fedetal regulatory agency having jurisdiction over one or more Clients. Further, this Service Agreement shail be terminated with respect to the Client immediately upon the Client ceasing to be an associate company of the Company. The parties' obligations under this Service Agreement which by their nature are intended to continue beyond the termination or expiration of this Service Agreement shall survive such termination or expiration. ARTICLE 4 SERVICEREVIEW 4.1 On an annual basis, the Company and Client shall meet to assess the quality of the Services being provided pursuant to this Service Agreement and to determine the continued need therefor and shall, subject to Section 1.1, above, amend the scope ofservices, delete services entirely from this Service Agreement, and/ol decline services as they determine to be necessary or desirable. Exhibit No.4 Schedule No. 1 1 Attachment G-2 Page 8 of 17 Wtness: J. T. Gore 4.2 NiSource maintains an Internal Audit Department that will conduct periodic audits of the Company administration and accounting processes ("Audits"). The Audits will inciude examinations of Service Agreements, accounting systems, source documents, methods of allocation ofcosts and billings to enswe all Services are properly accounted for and billed to the appropriate Client. In addition, the Company's policies, operating procedures and controls will be evaiuated annually. Copies of the reports generated by the Company as part of the Audits will be provided to Client upon request. ARTICLE 5 MISCELLANEOUS 5.1 AII accounts and records of the Company shall be kept in accordance with the General Rules and Regulations promulgated by the SEC pwsuant to the Act, in particular, the Uniform System of Accounts for Mutual Service Companies and Subsidiary Service Companies in effect from and after the date hereof. 5.2 New direct or indirect subsidiaries of NiSource Inc., which may come into existence after the effective date of this Service Agreement, may become additional Clients of the Company and subject to a service agreement with the Company. The parties hereto shall make such changes in the scope and character of the services to be rendered and the method of allocating costs of such services as specified in Appendix A, subject to the requirements of Section 2.2, as may become necessary to achieve a fair and equitable allocation of the Company's costs among all Clients including any new subsidiaries. The parties shall make similar changes if any Client ceases to be associated with the Company. 5.3 The Company shall permit Client reasonable access to its accounts and records including the basis and computation of allocations. 5.4 The Company and Client shall comply with the terms and conditions of all applicable contracts managed by the Company for the Client, individually, or for one or mote Clients, collectively, including without limitation terms and conditions preserving the confi dentiality and security of proprietary information o f vendors. Exhibit No. 4 Schedule No. 11 Attachment G-2 Page I of 17 Wtness: J. T. Gore IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as ofthe date and year first above written. NISOURCE CORPORATE SERVICES COMPANY By' Name: Its: By: Name: Its: Exhibit No. 4 Schedule No. 1 1 Attachment G-2 Page 10 of 17 Wlness: J. T. Gore APPENDIXA NISOURCE CORPORATE SERVICES COMPANY Services Available to Clients Methods of Charging Therefor and Miscellaneous Terms and Conditions of Service Agreement ARTICLE 1 DEF'IMTIONS I The term "Company" shall mean NiSource Corporate Services Company and its successols. 2 T\e term "Service Agreement" shall mean an agreement, of which this Appendix A constitutes a part, for the rendition of services by the Company. 3 The term "Client" shall mean any corporation to which services may be rendered by the Company under a Service Agreement. ARTICLE 2 DESCRIPTION OF SER\TCES Descriptioru of the expected services to be provided by the Company are detailed below. The descriptions are deemed to include services associated with, or related or similar to, the services contained in such descriptions. 'The details listed under each heading are intended to be illustrative rather than inclusive and are subject to modification from time to time in accordance with the state of the art and the needs of the Clients. I Accounting and Statistical Services. The Company provides services related to developing, analyzingand interpreting financial statements, directors' reports, regulatory reports, operating statistics and other financial reports. The Company also ensures compliance with generally accepted accounting principles and provides guidance on exposure drafts, financial accounting standards, and interpretations issued by the Financial Accounting Standards Board. The Company advises and assists the Clients in the formulation of accounting practices and poiicies and will conduct special studies as may be requested by the Clients. 2 Auditing Services. The Company will conduct periodic audits of the general records of the Clients, will supervise the auditing of local and field office records of the Client, and will coordinate the audit programs of tire Clients with those of the independent accountants in the annual examination oftheir accounts. 3 Budget Services. The Company will advise and assist the Clients in matters involving the preparation and development ofbudgets and budgetary controls. Exhibit No. 4 Schedule No. 1 1 Attachment G-2 Page 11 of 17 Wtness: J. T. Gore 4 Business Promotion Services. The Company will advise and assist the Clients in the preparation and use of advertising, in the development of residential, coqlmercial and industrial business, and in the rendering of aid to local appiiance distributors and dealers in the advertising and promotion ofappliance sales. 5 Corporate Services. The Company will advise and assist the Clients jn connection with corporate matters and with proceedings involving regulatory bodies. 6 Depreciation Services. The Company will advise and assist the Clients in matters pertaining to depreciation practices, including (1) the making of studies to determine the estimated service life of various types of plant, annual depreciation accrual rates, salvage experience, and trends in depreciation reserves indicated by such studies; (2) assistance in the organization and training of the depreciation departments of the Clients; and (3) dissemination to the Clients of information conceming current developments in depreciation practices. 7 Economic Sertices. The C 8 Electronic Communications Scrvices. The Company will advise and assist the Clients in connection with the planning, installation and operation of radio networks, remote control and telemetering devices, micror,vave relay systems and all other applications of electronics to the fields of communication and control. 9 Employee Services. The Company will advise and assist the Clients in connection with employee relations matters, inciuding recruitment, employee placement, training, compensation, safety, Iabor relations and heaiiir, welfare and employee benefits. 10 Engineering and Researclr Scrvices. The Company will advise and assist the Clients in connection with the engineering phases of all construction and operating matters, inciuding estimates ofcosts ofconstruction, preparation ofplans and designs, standardization of engineering procedures, and supervision anci inspection of construction. The Company will also conductboth basic and specific research in ficids related to the operations ofthe Clients. 11 Gas Dispatching Services. The Company will advise and assist the Clients in the dispatching of the gas supplies available to Lire Clients, ald in determining and effecting the most efficient routing and distribution ofsuch supplies in the light ofthe respective needs therefor and the applicable laws and regulations of goverlmental bodies. If requested by the Clients, the Company will provide a central dispatchcl ll dispatchers to handle the routing and dispatching ofgas. 12 Information Technolog,, Sci'vices. The Company provides Clients daily operational control, monitoring, data acccss security, disaster recovery planning, technical research, and support services to all uscrs '.;f the corporate network computing environment within the Company. The Company also lssists the Client with application development, maintenance, and ongoing production sr-rpi,...'t for a portfolio of systems that are used by the Clients. In addition, the Company wiil prt,vide the Clients with an ongoing evaluation and monitoring of the network computing environment to ensure efficient use of hardware and that Exhibit No. 4 Schedule No. 1 1 Attachment G-2 Page 12 of 17 Wtness: J. T. Gore timely upgrades are made to meet the demands of the Clients. The Company also maintains information concerning the disposition and location of Information Technology assets. 13 Information Services. The Company will advise and assist the Clients in matters involving the furnishing of information to customers, employees, investors and other interested groups, and to the public generally, including the preparation of booklets, photographs, motion pictwes and other means of presentation, and assistance to Clients in their advertising programs. 14 Insurance Services. The Conrpany will advise and assist the Clients in general insurance matters, in obtaining policies, making inspections and settling claims. 15 Legal Services. The Compan,v will provide Ciients with legal services (including legal services, as necessary or advisable, in connection with or in support of any of the other services provided hereunder), including, b'.t nct limited to, general corporate matters and intemal corporate maintenance, contract drafting and negotiation, litigation, liability and risk assessment, financing, securities offerings, state aud fcderal regulatory compliance, state and federal regulatory support and rule interpretation end advice (reiating to the all aspects of SEC compliance, PUHCA, FERC, FPA, PUI{PA), bankruptcy and collection matters, employment and labor relations investigations, union contracting, EEOC issues, and all other matters for which Clients require such legal serviccs. 16 Ofice Space. As may flon lime to time be available, the Company will provide suitable space in its offices for the use of tire Ciients and their officers and employees. 17 Oficers. Any Client ma;,, with the consent of the Company, elect to any offrce of the Client any officer or employee of the Company whose compensation is paid, in whole or in part, by the Company. Services renclcrcd to the Client by such person as an offtcer shall be billed by the Company to the Client and paid for as provided in Articles 3 and 4, and the Client shall not be required to pay any compensr'.ion directly to any such person, l8 Operation and Planning Scrvices. The Company will advise and assist the Clients in connection with estimates oi' gas lequirements and gas available, gas transmission, measurement, storage and distribution, constmction requirements, negotiation of gas purchase and sale contracts, energy marketing a;i,1 trading and otl'rer operating matters. 19 Purchasing and Storcrgc Sert,ices. The Company will render advice and assistance to the Clients in connectron with the standardization, purchase and storage of equipment, materials and supplies, ancl, upon request oflhe Client, the negotiation ofpurchases and the placing of purchase orders for :.i:::r;r.ui'r of the Client. 20 Rate Seryices. The Conp:ury u'ill advise and assist the Clients in all rate matters, including the design and preparation o1'schedules ald tariffs, the analysis of rate filings of producers and pipeline suppliers, and liio 1-.rcpriration and presentation of testimony and exhibits to regulatory authorities. 2l Tax Services. The Corir;::r::i, r'ill advisc and assist the Clients in tax matters, in the preparation of tax returns and in coru:cction with proceedings relating to taxes. Exhibit No. 4 Schedule No. 1 1 Attachment G-2 Page 13 of 17 \Mtness: J. T. Gore 22 Transportation Services. The Company will advise and assist the Clients in connection with the purchase, lease, operation and maintenance of motor vehicles and the operation of aircraft owned or leased by tiie Company or the Clients. 23 Treasury Services. The Company provides services such as cash management, long and short term financing for NiSource and all Ciients, investment of temporarily available cash, retirement of long term debt, investment management oversight of all benefrts plans, speciai economic sfudies as requestcd, and support for various regulatory proceedings, as requested. 24 Land/Surveying Services. The Company will provide land asset management, land contract management, and surveying services in connection with Clients' acquisition, leasing, maintenance, and disposal of interests in real ploperty, including the maintenance of land records and the recording of instnrments rclating to such interests in real property, where necessary. 25 Miscellaneous Semices. TIie Company will render to any Client such other services, not hereinabove described, as may properly be rendered by the Company to such Client within the meaning and intent of the Public Utility Holding Company Act of 1935 and any other applicable statutes and the orders, rules iuid regulations of the Securities and Exchange Commission and any other governmenlrl bodie s having jurisdiction, as from time to time the Company may be equipped to render and such Client may desire to have performed. ARTICLE 3 ALLOCATI{iN ME'ITIODS 1 Specific Direct Salary Ciiut'ge,t to Clients. To the extent that time spent by the officers and employees of the Company rendcring scrvices hereunder is related to services rendered to a specihc Client, a direct salary charge, computed as provided in Article 4, shall be made to such Client. 2 Apportioned Direct Salary Cfutrges tct Clients. To the extent that the time spent by such offrcers and employees is related to services rendered to the Clients generally, or to any specified group of the Clients, a direct:;r:iary ciiarge, computed as provided in Article 4, shall be made to the Clients generally, or to such spccilied groLrp of the Clients, and allocated to each such Client using an allocation method npprovod by the Securities and Exchange Commission as set forth on Exhibit A hereto. 3 Direct Salary Charges for Set't,i:'as to the Company, To the extent that time spent by any offrcer or employee of the Coruany is related to selvices rendered to the Company, a direct salary charge computed as plovici : -l in Alicle 4 shall be allocated among the Clients in the same proportions which the direct salar;, shx1";; 1o sucir Clients made pursuant to Sections 1 and 2 of this Article III, for services of ofljccrs a;rrl employees, bear to the aggregate of such direct salary charges. 4 Apportionment of Entployce BenrJits. 'fhe employee benefit expenses which are related to direct salary charges made purlLrant tr sub-pzuagraphs (t), (2) and (3) ofArticle 3 shall 10 Exhibit No. 4 Schedule No. 1 1 Attachment G-2 Page 14 of 17 Wtness: J. T. Gore be apportioned among the Clients, as applicable, in the proportions which the respective direct salary charges made pursuant to the rendering of such services to each such Client bear to the agg/rcgate ofsuch direct salary charges. 5 Other Expenses. All expenses, other than salaries and employee beneltt expenses incurred by the Company in connection with services rendered to a specific Client shall be charged directly to such Client. Ail such expenses incurred by the Company in connection with services rendered to the Clients generally or to any specified group of Clients shall be apportioned in the manner set forth in Section 2 of this Article 3 for the apportionment of salary charges. All such expenses incurlccl by the Company in connection with services rendered to the Company shall be apportioned in the manner set forth in Section 3 of this Article 3 for the apportionment of salary charges. ARTICLE 4 COMP U'f ,4."f IOI{ O!' SAL|RY CHARGES Direct Salary Charges The direct salarl' shxlgs per hour which shall be made for the time of any offrcer or employee for services rendered in any caiendar month shall be computed by dividing his total compensation for such month by the aggregate of (1) the number of scheduled working hours for which he \\'as compensated, including hours paid for but not worked, and (2) hours worked in excess of his regular work schedule, whether or not compensated for. 11 Exhibit No. 4 Schedule No. 1 1 Attachment G-2 Page 15 of 17 Wtness: J. T. Gore Exhibit A BASES OFALLOCATION The SEC approved Bases of Allocation shown below will be used by the Corporate Services Accounting Department for apportioning Job Order charges to affiliates. Any change in an allocation method that causes either a $50,000 or 5% change in the cost that would be charged to a company must be brought to the SEC for approval under the 60-Day Letter process. BASIS I GROSS FIXED ASSETS AND TOTAL OPERATING EXPENSES > Fifly percent of the total j ob order charges will be allocated on the basis of the relation of the affrliate's gross fixed assets to the total gross fixed assets of all benefited affrliates; the remaining 50% will be allocated on the basis of the relation of the afftliate's total operating expenses to the total operating expenses ofall benefited affiliates. All companies may be included in this allocation. BASIS 2 GROSS FIXED ASSETS ) Job order charges will be ailocated to each benefited affiliate on the basis of the relation ofits total gross fixed assets to the sLrm of thc total gross fixed assets ofall benefited affiliates. AII companies may be included in this allocation. BASIS 7 GROSS DEPRECI-ABLE PROPERTY AND TOTAL OPERATING E)PENSE ) Fifty percent ofthe total job orcler charges will be allocated on the basis ofthe relation of the affiliate's total operating expenses to the total ofall the benefited affiliates'total operating expense; the remaining 50% will be allocated on the basis ofthe relation ofthe affrliate's gross depreciable property to the gross depreciable property ofall benefited affiliates. All companies n.ray be included in this allocation. BASIS 8 GROSS DEPRECIABLE PROPERTY 12 Exhibit No. 4 Schedule No. I1 Attachment G-2 Page 16 of 17 Witness: J. T. Gore ) Job order charges will be allocated to each benefrted affrliate on the basis ofthe relationship ofits total depreciable property to the sum ofthe total depreciable property of all benefited affiliates. All companies mav be included in this allocation. BASIS 9 AUTOMOBILE I]NITS ) Job order charges will be allocated to each ber.refited affiliate on the basis of its number of automobile units to the total number of all automobiie units of the benefited affiliates. All companies may be included in this allocation. BASIS 10 NUMBER OF RETAIL CUSTOMERS D Job order charges will be ailocated to each benefited affiliate on the basis ofthe relation of its number of retail customers to the total number of all retail customers of the benefited affiliates. All cornpanies may be included in this allocation. BASIS 1T NUMBER OF REGULAR EMPLOYEI]S Job order charges will be alioc.ated to each benefited affiliate on the basis ofthe relation of its number of regular employees to the total number of all reguiar employees of the benefited affiiiates. All comnanies may be included in this ailocation. BASIS 13 FIXED ALLOCATION ) Job order charges will be ailocated to each benefitted affiliate on the basis of fixed percentages on an individLral project basis. All companies may be included in this allocation. BASIS 14 NUMBER OF TRANSPORTATION CUSTOMERS F Job order charges will be ailocated to each benefited affiliate on the basis ofthe relation of its Transportation Custorners to the total of all Transportation Customers of the benefited affrliates. This allocation is only used by the following companies: Columbia Gas of Virginia, Columbia Gas of Kentucky, Columbia Gas of Ohio, Columbia Gas of Pennsylvania and Columbia Gas of Nfaryland. 13 Exhibit No. 4 Schedule No. 1 1 Attachment G-2 Page 17 ol 17 Wtness: J. T" Gore BASIS 15 NUMBER OF COMMERCIAL CUSTOMERS ) Job order charges will be allocated to each benefited affiliate on the basis of the relation of its Commercial Customers to tl.re total of all Commercial Customers of the benefited affrliates. This allocation is only uscd by the following companies: Columbia Gas of Virginia, Columbia Gas of Kentucky, Columbia Gas of Ohio, Columbia Gas of Pennsylvania and Columbia Gas of Maryland. BASIS 16 NUMBER OF RESIDENTIAL CUSTOIVIERS F Job order charges will be aliocatecl tc each benefited affrliate on the basis ofthe relation of its Resideutial Custon.rers to thc tolal of all Residential Customers of the benefited affrliates. This allocation is only used by the following companies: Columbia Gas of Virginia, Columbia Gas of Kentucky, Columbia Gas of Ohio, Columbia Gas of Pennsylvania and Columbia Gas of N4aryland. BASIS 17 NUMBER OF HIGH PRESSURE CU:] ,,JMERS F Job order charges will be allocated i o each benefited affiliate on the basis of the relation of its High Pressure Cuslomers (o ili.: total of all I{igh Pressure Customers of the benefited affiliates. This ailocatioLi i:; only used by the following companies: Columbia Gas of Virginia, Columbia Gas of Jtentucky, Columbia Gas of Ohio, Columbia Gas of Peru:syivania and Cohulrbi a Gas o [' i,,l eryl and. BASIS 20 DIRECT COSTS F Job order charges wili lre riliociil:l i ' ::rch bcnefitted affiliate on the basis of the relation of its direct costs billed by Servicr ,-rrporation to the total of all direct costs billed by Service Corporation, Al1 companie:; may be included in this allocation. 1lla Exhibit No. 4 Schedule No. 11 Atlachment H Page 1 of '|5 Witness: J. T. Gore e- Service Agreement BETWEEN NISOTJRCE CORPORATE SERVICES COMPANY AND COLUMBIA GAS OF PENNSYLVANIA, D.IC. Dated December 1,5, 2005 o (To Take Effect Pursuant to Article 3 Hereof) ^ | v-,,/ Exhibit No. 4 Schedule No. 11 Attachment H Page 2 of 15 Wtness: J. T. Gore + SERVICE AGREEMENT This SERVICE AGREEMENT (the "service Agreement" or "Agreement") is made and entered into this L7''' day of December,2005 by and between Colurnbia Gas of Pennsylvania, Inc., its subsidiaries, affiliates and associates ("Client", and together wiflr other associate companies that have or may in the future execute this forrr of Service Agreement, the "Clients') and NiS ource Corporate Services Company ("Company' ). WITNESSETH: \ryHEREAS, the Securities and Exchange Commission ("SEC') has approved and authorized as meeting the requirements of Section 13(b) of the Public Utility Holding Company Act of 1935 ("Act") the organization and conduct of the business of the Company, in accordance herewith, as a wholly-owned subsidiary service company of NiSource Ilc, ,('T{iSource), including the allocation of all Company costs by using the metliods approved by the Securities and Exchange Commission ("SF,C Meflrod"); WHEREAS, Client is an affiliate of the Company; and WHEREAS, the Company and Client agree to enter into this Service Agreement whereby the Client may seek certain services from the Company and the Company agrees to provide such services upon request and upon the Company's conclusion that it is able to perform zuch services. Further; the Client agrees to pay for the services as provided herein at cost, with cost (:) detennined in accordance with applicable rules and regulations under the Act, which requiie the Company to fairly and equitably allocate costs among all Clients to which it renders services; and WHEREAS, the rendition of such services set fortl in Article 2 of Appendix A on a centralized basis enables the Clients to realize economic and other benefits through (1) efficient use of personnel and equipment, (2) coordination of analysis and planning, and (3) availability of specialized persorurel and equipment which the Clients cannot economically rnaintain on an individual basis. NOW THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties to this Service Agreement covenant andagree as follows: ARTICLE 1 SERVICES 1.1 The Company shall fumish to Client, as requested by Client, upon the terms and conditions hereinafter set forlh, such of the services described in Section 2 of Appendix A hereto (the "Selices"), at such times, for such periods and in such manner as Client may from time to time request and that the Company concludes it is able to perform. The Company shall also provide Client with such services, in addition to those services described in Appendix A hereto, as may be requested by Client and that the Company concludes it is able to perfonn. In supplying I o such services, the Company may arraf,rge,where it deems appropriate in consuitation with Client, o I Exhibit No. 4 Schedule No. 11 Attachment H Page 3 of 15 Witness: J. T. Gore for the services of such expeds, consultants, advisers, and other persons with necessary qualifications as axe required for or pertinent to the provision of such services ('Additionai Services'). 1.2 Client shall take from the Company such of the Services, and such Additional Services, whether or not now contemplated, as are requ€sted from time to time by Client and that the Company concludes it is able to perform. 1.3 The cost of the Services described herein or conternplated to be performed hereunder shall be allocated to Client in accordance with the SEC Method. Client shall have the right from time to time to arnend or alter any activity, project, prograrn or work order provided that (i) Client pays and remuneratss the Company the full cost for the services covered by the activity, project, program or work order, including therein any expense incurred by the Company as a direct result of such amendment or alteration of the activity, project, program or work order, and (ii) Client accepts that no amendment or alteration of an activity, pioject, program or work order shall release Client from liability for all costs aheady incurred by or contracted for by the Company pursuant to the activity, project, program or work order, regardless of whether the services associated with such costs have been completed. I.4 The Company shall hire, hain and maintain an experienced staff able to perform the Services, or sha1l obtain experience through third-party resources, as it shall determine in consultation with Client, o) ARTICLE 2 COMPENSATION 2.7 As compensation for the Services to be rendered hereunder, Client shall compensate and pay to the Company all costs, reasonably identifiable and related to particular Services performed by the Company for or on Client's behalf. The methods for allocating the Company costs to Client, as well as to other associate companies, are set forth in Appendix A. 2.2 it is the intent of this Service Agreement that charges for Services shall be billed, to ths extent possible, directly to the Client or Clients benefiting from such Service. Any amounts remaining after such direct bi[ing shall be allocated using the methods identified in Appendix A. The methods of aliocation of cost shall be subject to review annually, or more fiequently if appropriate. Such methods of allocation of costs may be modified or changed by the Company without the necessity of an amendment to this Service Agreement; provided that, in each instance, all services rendered hereunder shall be at actual cost theleof, fairly and equitably allocated, all in accordance with the requirements of the Act and any orders promulgated thereunder. The Company shall review with the Client any proposed change in the methods of allocation of costs hereunder and the parties must agree to any such changes before they are implernented. 2.3 The Company shall render a monthly report to Client that shall reflect all information necessary to identify flre costs charged and Services rendered for that month. Client shall rurdertake an irnmediate review of the report and identify all questions or concems Exhibit No. 4 Schedule No. 11 Attachment H Page 4 of 15 Witness: J. T. Gore rogarding the charges reflected within ten (10) days of receipt of the report. If no concerns are identilied within that tirne, Client shall remit to the Company all charges billed to it within 30 days of receipt of the monthly report. i 2.4 Client agreos to provide the Company, from tirne to time, as requested such I financial and statistical infonnation as the Company may need to compute the charges payable by Client consistent with the method of allocation set forth on Appendix A. 2.5 It is the intent of this Service Agreement that the paynent for seruices rendered by the Company to Client under this Service Agreement shall cover all the costs of its doing business jncluding, but not limited to, salaries and wages, office supplies and expenses, outside services employed, insurance, injr:ries and damages, employee and retiree pensions and benefits, miscellaneous general expenses, rcnts, maintenance of sffuctures and equipment, depreciation and amortization, and compensation for use of capilal as permiued under the Act. ARTICLE 3 TERM 3.1 This Service Agreement shall become effective as of the date first written above, subject only to the receipt of any required regulatory approvals from the State Commissions and the SEC, and shall continue in force until terminated by the Company or Client, upon not less o than one year's prior written notice to the other party. This Service Agreemart shall also be subject to termination or modification at any time, without notice, if and to the extent performance under this Service Agreement may conflict with (1) the Act or with any rule, regulation or order of the SEC adopted before or after the date of this Senrice Agreement, or (2) any state or federal statutg or any rule, decision, or order of any state or federal regulatory agency having jwisdiction over one or more Clients. Further, this Service Agreement shall be terminated with respect to the Client immediately upon the Client ceasing to be an associate company of the Company. The parties'obligations under this Service Agreement which bytheir nature are intended to continue beyond the termination or expiration of this Service Agteement shall survive such tennination or expiration. ARTICLE 4 SERYICE REVIEW 4.7 On an annual basis, the Company and Client shall meet tq assess the quality ofthe Services being provided pursuant to this Service Agreement and to determine flre continued need therefor and shall, subject to Section 1.1, above, amend the scope of services, delete seryices entirely from this Service Agreement, and/or decline services as they determine to be necessary or desirable O Exhibit No. 4 Schedule No. 11 Attachment H Page 5 of 15 Witness: J. T. Gore 4.2 NiSource maintains an Internal Audit Department that will conduct periodic audits of the Company administration and accounting processes ("Audits"). The Audits will include examinations of Service Agreements, accolrnting systems, source documents, rnethods of allocation of costs and billings to ensure all Services are properly accounted for and billed to the appropriate Client. In addition, the Company's policies, operating procedures and conhols will be evaluated annually. Copies of the reports generated by the Company as part of the Audits will be provided to Client upon request. ARTICLE 5 MISCELLANEOUS 5.1 A11 accounts and records of the Company shall be kept in accordance with the General Rules and Regulations promulgated by the SEC pursuant to flre Act, in particular, the Uniform System of Accounts for Mutual Service Companies and Subsidiary Service Companies in effect from and after the date hereof. 5.2 New direct or indirect subsidiaries of NiSource Inc., which may come into existence after the effective date of this Service Agreement, ffiay become additional Clients of the Company and subject to a service agreement with the Company. The parties hereto shall make such changes in the scope and character of the services to be rendered and the rnethod of allocating costs of such servicas as specified in Appendix A, subject to the requirements of Section 2.2, as may become necessary to achieve a fair and equitable allocation of the Company's costs among all Clients including any new subsidiaries. The parties shail make o) similar changes if any Client ceases to be associated rrq.ith the Company. 5.3 The Company shall permit Client reasonable access to its accounts and records including the basis and computation of allocations. 5.4 The Company and Ciient shail comply with the terms and conditions of all applicable coutracts managed by the Company for the Client, individually, or for one or more Clients, collectively, including without limitation terms and conditions preserving the confidentiality and security of proprietary information of vendorc. .-. l v Exhibit No. 4 Schedule No. 11 Attachment H Page 6 of 15 Witness: J. T. Gore e IN WITNESS WHEREOF, flre parties hereto have caused this Agreement to be executed as of the date and year first above written. NISOURCE CORPORATE SERVICES COMPANY t sv: 1v*"--*- (l' 4,1-' Name: Susanne M. Taylor ' Its: Controller COLI]MBIA GAS OF PENNSYLVANIA, INC. o () t Exhibit No. 4 Schedule No. 1'l Attachment H Page 7 of 15 Witness: J. T. Gore APPENDIX A NISOIJRCE CORPORATE SERVICES COMPANY Services Available to Clients Methods of Charging Therefor and Miscellaneous Terms and Conditions of Service Asreement ARTICLE 1 DEFIMTIONS 1 The term "Company'' shall mean Nisource Cotporate Services Company and its successors. 2 The term "Service Agreement" shail mean an agreement, of which this Appendix A constihrtes a part, for the rendition of seryices by the Company. 3 The term "Client" shall mean any corporation to which services may be rendered by the Company under a Service Agreement. ARTICLE 2 DES CRIPTION OF' SERVICES Descriptions of the expected services to be provided by the Company are detailed below. The descriptions are deerned to include services associated with, or related or similar to, the senrices contained. in such descriptions. The details listed under each heading are inte,nded to be illustative rather than inclusive and are subject to modification from time to time in accordance with the state of the art and the needs of the Clients. L Accounting and Statistical Seruices. The Company will advise and assist the Clients in all aspects of accounting, including financial accounting, plant accounting rsguiatory accorurting tax accounting, maintenance ofbooks and records, safeguarding of assets, accounts payable, accounts receivable, reconciliaiions, accounting research, reporting, operations and maintenance analysis, and related accounting firnctions. The Company will also provide services related to developing, analyzing and interpreting financiai statements, directors' reports, regulatory reports, operating statistics and other financial reports. The Company will ensure compliance with generally accepted accorurting principles and provide guidance on exposure drafts, financial accounting standards, and interpretations issued by the Financial Accounting Standards Board, The Company will advise and assist the Clients in the formulation of accounting practices and policies and rlrill conduct special studies as may be requested by the Clients. 2 Auditing Services. The Company will conduct periodic audits of the general records of the Clients, will supenrise the auditing of local and field office records of the C1ient, ^-. l and will coordinate the audit programs of the Clients with those of the independent accountants v in the annual examination of their accounts. Exhibit No. 4 Schedule No. 1 1 Attachment H Page 8 of 15 Witness: J. T. Gore + 3 Budget Sewices. The Company will advise and assist the Clients in matters involving the preparation and development of budgets and budgetary controls. 4 Business Promotion Sentices. The Company will advise and assist the Clients in the preparation and use of advertising, in the development of residential, commercial and industuial business, and in the rendering of aid to local appliance distributors and dealers in the advertising and promotion of appliance sales. 5 Corporate Services. The Company will advise and assist the Clients in connection with corporate matters and with proceedings involving regulatory bodies. 6 Depreciation Seryices. The Companywill advise and assist the Clients in matters pertaining to depreciation practices, including (1) the making of studies to detenrrine the estimated service life of various tlpes of plant, annual depreciation accrual rates, salvage experience, and hends in depreciation reserves indicated by such studies; (2) assistance in the organization and haining of the depreciation deparbnents of the Clients; and (3) dissemination to the Clients of information concerning current developments in depreciationpractices. 7 Economic Services. The Company will advise and assist the Clients in matters involving economic research and ptanning and in the development of specific economic studies. Electronic Communications Services. The Company will advise and assist the Clients in connection with the planning, installation and operation of radio networks, remote I control and telemetering devices, microwave relay systems and aIl other applications of -l eleckonics to the fields of communication and control. v 9 Employee Services. The Company will advise and assist the Clients in connection with employee relations matters, including recruitment, employe'e placement, training, compensation, safety, labor relations and health, welfare and employee benefits. The Company will also advise and assist the Clients in connection with temporary labor matters, including assessment, selection, confoact negotiation, administration, service provider relationships, compliance, review and reporting. 10 Engineering and Research Services, The Company will advise and assist the Clients in connection with the engineering phases of all construction and operating matters, including estimates of costs of construction, preparation of plans and designs, engineering and supervision of the fabrication of nafural gas facilities, standardization of engineering procedures, and supervision and inspection of conskuction, The Company will also conduct both basic and specifi.c research in fields related to the operations of the Clients. 11 Gas Dispatching Services. The Company will advise and assist the Clients in the dispatching of the gas supplies available to the Clients, and in determining and effecting the most efficient routing and distribution of such supplies in the light of the respective needs therefor and the applicable laws and regulations of govemmental bodies. If requested by the Clients, the Company will provide a central dispatcher or dispatchers to handle the routing and dispatching ofgas. O Exhibit No. 4 Schedule No. 11 Attachment H fii',n?3,lll? o",. L2 Information Technologt Sewices. The Company will advise and assist Clients in matters involving information technology, including management, operations, conhol, monitoring, testing, evaluation, data access security, disaster recovery planning, technical research, and support services. The Company wili also provide and assist the Client with application development, maintenance, modifications, upgrades and ongoing production suppofi for a portfolio of systems and software that are used by the Clients. hr addition, the Company will identify and resolve problems, ellsure efficient use of software and hardware, and ensure that timely upgrades are made to meet the demands of the Clients. The Company will also maintain information conceming the disposition and location of Information Technology assets. 13 ltormation Services. The Company will advise and assist the Clients in matters involving the fuinishing of information to customers, employees, investors and other interested gToups, and to the public generally, including the preparation of booklets, photographs, motion pictures and other means of presentation, and assistance to Clients in their advertising programs. 14 Insurance Services. The Company will advise and assist the Clients in general insurance matters, in obtaining policies, making inspections and settling claims. 15 Legal Services. The Company will provide Clients with legal seryices (including legal services, a$ necessary or advisable, in connection with or in support of any of the other services provided hereunder), inciuding, but not limited to, general corporate matters and internal corporate maintenance, contract drafting and negotiation, litigation, liability and risk assessment, financing, securities offerings, state and federal regulatory compliance, state and federal regulatory support and rule interpretation and advice (relating to the all aspects of SEC o compliance, PIIIICA, FERC, FPA" PURPA), bankruptcy and collection matters, employment and labor relations investigations, union conhacting EEOC issues, and all other matters for which Clients require such legal services. 16 ffice Space. As may from time to time be available, the Company will provide suitable space in its offi.ces for the use of the Clients and their officers and employees. 17 Offi.cerl Any Client ma5 with the consent of the Company, elect to any office of the Client any officer or employee of the Company whose compensation is paid, in whole or in part, by the Company. Services rendered to the Client by such person as an officer shall be billed by the Company to the Client and paid for as provided in Articles 3 and 4, and the Client shall not be required to pay any compensation directly to any such person. 18 Operations Support and Planning Services. The Company will advise and assist the Clients in connection with operations support and planning, inciuding logistics and scheduling; workforce planning; corrosion and leakage programs; estimates of gas requirements and gas availability; gas fransmission, rneasurement, storage and distribution; construction requirements; construction management; operating standards and practices; regulatory compliance; training; management of transportation and sales plograms; negotiation of gas purchase and sale contacts; energy marketing and trading; security services; rneasruement, regulation and conditioning equipment; meter testing, calibration and repair; hydraulic gas network modeling, facility rnapping and GIS technologies; and other operating matters, ___l Exhibit No. 4 Schedule No. 11 Attachment H Page 10 of 15 Witness: J. T. Gore t9 Purchasing, Storage and Disposition Semices. The Company will render advice and assistance to the Clients in connection with supply chain activities, including the standardization, purchase, lease, license and acquisition of equipment, materials, supplies, services, software, intellectual properfy and other assets, as well as shipping, storage and disposition of same. The Conrpany will also render advice and assistance to the Client in connection with the negotiation of the purchase, sale, acquisition or disposition of assets and services and the placing of purchase orders for the account of the Client. 20 Rate Seryices. The Cornpany will advise and assist the Clients in all rate matters, including the design and preparation of scheduies and tariffs, the analysis of rate filings of producers and pipeline suppliers, and the preparation and presentation of testimony and exhibits to reguiatory authorities, 21 Tax Services. The Company will advise and assist the Clients in ta:r matters, in the preparation of tax retums and in connection with proceedings relating to taxes. 22 Transportation Services. The Company will advise and assist the Clients in connection with the purchase, lease, operation and maintenance of motor vehicles and the operation of aircraft owned or leased by the Company or the Clients. 23 Treasury Semices- The Company provides services such as cash managemenl long and short term financing for NiSource and all Clients, investment of temporarily available cash, retirement of long term debt, investment management oversight of ail benefits plans, () special economic studies as requested, and support for various regulatory proceedings, as requested. 24 Land/Suneying Sewices. The Company will provide land asset rnanagement, land contract management, and surveying services in connection with Clients' acquisition, leasing, maintenance, and disposal of interests in real property, including the maintenance of land records and the recording of instnnnents relating to such interests in real property, where necessary. 25 Customer Billing, Collection, and Contact Services. The Company will render calculating, bill exception processing, back office processing, posting, printrng, inserting, mailing and related sewices to Client associated with the preparation and issuance of customer bills, notices, inserts and similal mailings. The Company will provide cash processing, revenue recovery, account reconciliations and adjustnents, and related services to Client associated with the collection of revenue and management of accounts receivable. The Company will provide customer contact and related services to Client, including customer coutact center management, operation and adminisfuation; management of key customer reiationships; communications associated with the commencement, transfer, maintenance and disconnection of service; sales of optional products and services; the receipt and processing of emergency calls; the handling of customer compiaints; and responses to customer billing, credit, collection" order take and inquiry, outage, meter reading, retail choice and other inquiries. 26 Miscellaneous Services. The Company will render to any Client such other O services, not hereinabove described, as may properly be rendered by the Company to such Client 10 ? I Exhibit No. 4 Schedule No. 11 Attachment H Page11 of15 Witness: J. T. Gore within the meaning and intent of the Public Utility Holding Company Act of 1935 and any other applicable statutes and the orders, rules and regulations of the Securities and Exchange Comrnission and any other governmental bodies having jurisdiction, as froln time to tirne the Company may be equipped to render and such Client may desire to have performed. ARTICLE 3 ALLOCATION METIIODS 1. Specific Direct Salary Charges to Clients. To the extent that time spent by the officers and employees of the Company rendering services hereunder is related to services rendered to a specific Client, a dilect salary charge, computed as provided in Article 4, shall be made to such Client. 2 Apportioned Direct Salary Charges to Clients. To the extent that the time spent by such officers and ernployees is related to services rendered to the Clients generally, or to any specified group of the Clients, a direct salarychargg computed as provided in Article 4, shall be made to the Clients generally, or to such specified group of the Clients, and allocated to each such Client using an allocation method approved by the Securities and Exchange Commission as set forth on Exliibit A hereto. 3 Direct SaIary Charges for Services to the Company. To the extent that time spent by any officer or employee of the Company is related to services rendered to the Company, a direct salary charge computed as provided in Article 4 shall be allocated among the Clients in the same prcportions which the direct salary charges to such Clients made pursuant to Sections 1 and 2 of this Article III, for services of officers and employees, bear to the aggregate of such direct salary charges. 4 Apportionment of Employee Benefits. The employee benefit expenses which are related to d.irect salary charges made pursuant to sub-paragraphs (1), (2) and (3) of Article 3 shall be apportioned among the Clients, as applicable, in the proportions which the respective direct salary charges made pursuant to the rendering of such services to each such Client bear to the ag$egate of such direct salary charges, 5 Other Expenses. All expenses, other than salaries and employee benefit expenses incurred by the Company in connection with seryices rendered to a specific Climt shall be chalged directly to such Client. All such expenses incurred by the Company in connection with services rendered to the Clients generally or to any specified goup of Clients shall be appoilioned in the manner set forth in Section 2 of this Article 3 for the apportionment of salary charges. Ali such expenses incrured by the Company in connection with services rendered to the Cornpany shall be apportioned in the manner set forth in Section 3 of th.is Article 3 for the apportionment of salary charges. 11 Exhibit No. 4 Schedule No. 11 Attachment H Page 12 of 15 Wilness: J. T. Gore ARTICLE 4 l--| COMPUTATION OF SALARY CHARGES Direct Salary Charges The direct salary charge per hour which shall be made for the time of any officer or employee for services rendered in any calendar month shall be computed by dividing his total compensation for such month by the aggregate of (1) the nrunber of scheduled working hours for which he was compensated, including'houls paid for but not worked, and (2) hours worked in excess of his regular work schedule, whether or not compensated for. i i o oI i l I l i I i I I I I I I l (-) ?I I 72 I I Exhibit No. 4 Schedule No. 11 Attachment H Page 13 of 15 Witness: J. T. Gore ExltibitA BASES OF ALLOCATION The SEC approved Bases of Allocation shown below will be used by the Corporate Services Accounting Departrnent for apportioning Job Order charges to affiliates. Any change in an allocation method that causes either a $50,000 or 5To change in the cost that would be charged to a company must be brought to the SEC for approval under the 60-Day Letter process. BASIS 1 GROSS FIXED ASSETS AND TOTAL OPERATING E)(PENSES the affiliate's gross fixed assets to the total gross fixed assets of all benefited affiliates; the remaining 50% will be allocated on the basis of the relation of the affiliate's total operating expenses to the total operating expenses of all benefited affiliates. All companies may be included in this allocation. BASIS 2 }r GROSS FDGD ASSETS of its total gross fixed assets to the sum of the total gloss fixed assets of all benefited affiliates. All companies may be included in this allocation. BASIS 7 GROSS DEPRECI,ABLE PROPERTY AND TOTAL OPERATING HGENSE the affiliate's total operating expenses to the total of all the benefited affiliates'total oporating expense; the remaining 50% will be allocated on the basis of the relation of the afiiliate's gross depreciable property to the gross depreciable property of all benefi.ted affiliates. A1l companies mavbe included in this allocation. BASIS 8 GROSS DEPRECIABLE PROPERTY v T3 Exhibit No. 4 Schedule No. 11 Attachment H Page 14 of 15 Witness: J. T. Gore relationship of its total depreciable property to the sum of the total depreciable property of all benefited affiliates. A11 companies may be included in this allocation. BASIS 9 AUTOMOBILE UNITS automobile units to the total numbff of all automobile units of the benefited affiliates. Ali companies may be included in this allocation. BASIS 10 NUMBER OF RETAIL CUSTOMERS of its number of retail customers to the total number of all retail customers of the benefited affiliates. A11 companies may be included in this allocation. BASIS 11 O NUMBER OF REGULAR EMPLOYEES ofits number of regular employees to the total number of all regular employees of the benefited affiliates. A11 companies mav be included in this allocation. BASIS 13 FIXED AILOCATION percentages on an individ.ual project basis. All cornpani€s may be included in this allocation. BASIS 14 NIjMBER OF TRANSPORTATION CUSTOMERS of its Transportation Custorners to the total of all Transportation Customers of the benefited affiliates. This allocation is only used bytbe following companies: Colunbia Gas ofVirginia, Columbia Gas of Kentucky, Colurnbia Gas of Ohio, Coiumbia Gas of o Pennsylvania and Columbia Gas of Maryland. l4 Exhibit No. 4 Schedule No. 11 Attachment H Page 15 of 15 Witness: J. T. Gore O) BASIS 15 NUMBER OF COMMERCIAL CUSTOMERS of its Comrnercial Customers to the total of all Commercial Customers of tlre benefited affiliates. This allocation is only used by the following companies: Columbia Gas of Virginia, Columbia Gas ofKentucky, Columbia Gas of Ohio, Columbia Gas of Pennsylvania and Columbia Gas ofMaryland. BASIS 16 NTIMBER OF RESIDENTIAL CUSTOMERS Job order charges will be allocated to each benefited affiliate on the basis of the relation of its Residential Customers to the total of all Residential Customers of the benefited affiliates. This allosation is only used by the following companies: Columbia Gas of Virginia, Columbia Gas ofKentucky, Columbia Gas of Ohio, Columbia Gas of Pennsylvania and Columbia Gas ofMaryland. BASIS 17 tl NUMBER OF HIGH PRESSURE CUSTOMERS v- of its High Pressure Customers to the total of all High Pressule Customers of the benefi.ted affiliates. This allocation is oniy used by the following companies: Columbia Gas ofVirgini4 Colurnbia Gas of Kentucky, Columbia Gas of Ohio, Colunbia Gas of Peru:sylvania and Columbia Gas ofMaryland. BASIS 20 DIRECT COSTS of its direct costs billed by Service Corporation to the total of all direct costs billed by Service Corporation. All companies maybe included in this allocation. 15 Exhibit No.4 Schedule No. 11 Attachment I Page 1 of5 Wtness: J. T. Gore GOLUMBTAGSS o of Pennsylvania February 16, L994 I{r. John G. Alford, Secretary Pennsylvania Public Utility Comrnission P. O. Box 3255 Harrisburg, Pennsylvania L7lO5-3255 Attention: II. Deictrmiller office of Special Assistants Option and Technical Review Division Re: Case No. c-00940371-. Affiliate Interest Agireeuents Dear lifr. Deichmiller: Per your request of February 3, L994, Colunbia Gas of Pennsylvania, Inc. submits the following responses: OSA FS-1 Is the affiliated interest agreement between Columbia Gas of Pennsylvania and Coh:mbia Gas Transmission Corporation for the operation and maintenance of the Bl,ackhawk gas storage field compressor station based on conpetitive bidding? ff not, why? If so, what alternatives to the affiliate were considered, what criteria were used in conducting the comparison, and why was the affiliate selected? The agreement between Columbia Gas of Pennsylvania (cPA) and Colurnbia Gas Transmission Corporation (CGT) was not conpetitively bid. CGT developed the Blackhawk storage field and built the compressor station. It is very sinil"ar in design and configiuration to other storage fields and compressor stations built by cct, giving cGT considerable expertise and experience in the operation of such facilities. The ceT personnel vho operate and rnaintain the Blackhawk Storage Field are very faniliar with its operation and the idiosyncrasies of the various components of the fie1d, e.g. the wellheads, drips, brine disposal we1l, compressors'' detrydration, reg-ulation and measurement facilities. CGT personnel are readily available to operate the field on short notice, i.e., inject or withdraw gas as directed. by CPA, and to respond to emergency situations. A third party operator nould. have to becorne familiar wittr the individual operating characteristics of the field, a process which can be l-engtby Columbia Gas of Pennsylvania, Inc.,200 Civic Center Drive, P.O. Box 117, Columbus, Ohio 43216-0117 Exhibit No. 4 Schedule No. 1 1 Attachment I Page 2 of 5 Witness: J. T. Gore Mr. John G. Alford February 16, L994 and expensive and, until conplete, result in less reliable operation of the facility. CGT also has a strong support staff of engineers, technicians and e: OSA RE-2 Witb regards to the gas transportation agreements what alternatives to the affiliate were considered, wbat criteria were used in conducting the conparison, and why was the affiLiate selected? The transportation agreements which were subnitted were a direct resu'l t of the conversion of existing long-te::m agreements with CGT and Colunbia Gulf Transmission (culf) pursuant to the inplenentation of the FERC Order 536 restructuring of se:rrice options on CGT and Gulf. Implenentation of Order 636 took effect on CGT and GuIf on Novenber 7, 1993 . The ter:ms and conditions of these agreements, Iike the agreements they replaced., are subject to FERC jurisdiction. The realignment of service options pursuant to Order 636 did not provide CPA with an opportunity to voluntarily negotiate individually tailored agreements and therefore, CPA did not request competing se:rrice proposals from other interstate pipelines. To continue to serve its narkets, cPA, to the extent possible, needed to preserve under Order 536 the daily and seasonal capacity which it previously had under contract with ccT. In addition, CGT's physical proxinity to CPA's markets meant that CGT would remain a major transporter for CPA well into the foreseeable future. Since CPA had the reguired leveJ- of capacity under contract with CGT until the year 2oo4, the interests of CPA's customers were best served by CPA atteropting to preserve the pre-order 636 level of capacity and actively participating in the order 535 restructuring process. As a result of its active participation in the restructuring process, CPA has reduced its total contractual com:nitment witl its affiliates but essential.J-y preserved its Exhibit No. 4 Schedule No. 1 1 Attachment I Page 3 of 5 Wtness: J. T. Gore Mr. John G. A1ford February L5, 1994 total capacity holdings. The CGT total firn contract level was red.uced as a result of the direct city gate assignnent by CGT to CPA of 22,5OO dthrzday of capacity on Tennessee Gas Pipeline and of L9,753 dthrrday of transportation capacity on Texas Eastern. As a result of these assignnents, CPA now is directly connected to these unaffiliated pipelines. CPA's total finn transportation capacity on Gulf, however, was reduced by 48,308 dth/day through the reassignment of that capacity amoDg a nunber of LDCs through the restructuring process. The results. of CGT,s restructuring, and the associated effect on cPA, were reviewed in CPA's 1993 51307 (f) proceeding. OSA RE-3 Explain aII revenue and ratemaking inplications that the affiliated interest agreenent may have, There are no revenue iroplications associated with the transportation or operating and naintenance agreenents. These . , agreements have gas cost expense irnplications, which were . reviewed in the context of CPA's 1993 S1307(f) proceeding and wiLl be subject to review again in its tgs+ S1307(f) filing. OSA REJ4 Piovide an explanation as to why the gas transportation agreeroents were filed with this Commission over tlro months after their effective date of November 1, 1993. As indicated in response to Question OSA RE-2, the effective date of the agreements tras dictated. by the inplenentation of Order 636 rnandated changes on CGT and culf, which changes remain subject to revien on appeal. The delayed filing was a result of administrative oversight arising from the fact that the subnitted contracts merely continued existing long-term contractual rel-ationships. OSA RE-5 Are the costs of gas per the transportation agreements reviewable under 1307(f)? If not, why? Yes. Exhibit No. 4 Schedule No. 1 1 Attachment I Page 4 of 5 Wtness: J. T. Gore Mr. John G. Alford February 15, L994 OSA RE-6 Refer to the agreement regarding the Blackhawk gas storage field compressor station. Explain what is rneant by the phrase xcross-billedrr as used in the agreement. As explained in response to Question OSA RE-l, the charges for services rendered by CGT in the operation and naintenance of the Blackhawk Storage Fie1d are rendered |tat costrr. The term rrcross billingrr refers to the accounting practice of one affiliate charging another affiliate for serrrices requested and rendered If additional Lnformation is required, please do not hesitate to contact me. I can be reached at (614) 460-4658. VerT truly yours, ,/r/'%"{,bV&",* (uflorie H. Brant Assistance General Counsel Exhibit No. 4 Schedule No. 1 1 Attachment I Page 5 of 5 Wtness: J. T. Gore !r[r. John G. Alford 5 Bebruary 16, 1994 bcc: A. J. Sondeman U. J. Martin S. D. Phelps R. J. Kuhner c. J. Robinson T. J. MurphY Exhibit No. 4 COLUMBIJ1GAS Schedule No. 11 cf ,Pennsylvania Attachment J ,. " Page 1 of 14 Witness: J. T. Gore April 29, !995 Mr. .Tohn Alf ord, Secret.ary Pennsylvania Public Utility Commission P-O. Box 3255 Harrisburg, PA 17105-3265 Re: AffiliaLed Interest Agreement Between Columbia Gas of Pennsylvania, Inc., and Affiliated Companies Dear Secretary Alford: Columbia Gas of Pennsylvania, Inc. ("Columbia"), makes t.his filing pursuant to 56 Pa. C.S. SS 2101-2i.07, concerning relations with af f il-,iated interests. Specifically, Columbia is seeking approval of the attached agreement, entered int.o with affiliated companies under which accounting, operat.ing, administrative, billing and other related services wiIl be provided in efforts to offer new energy-related services to customers. Such services are more fuIly described in the at.t.ached agreement and t.he aLt.ached Securities and Exchange Commission Order dated March 25, 1996. Please date stamp and return to me the encl-osed copy of this filing in the stamped envelope provided. Tf you have any quest,ions, please contact me at (514 ) 460-4652 - Very truly yours, t/A-- Enclosures Columbia Gas of Pennsylvania, Inc.,200 Civic Center Drive, P.O. Box 117, Columbus, Ohio 43216-0117 Exhibit No. 4 Schedule No. 11 Attachment J Page 2 of 14 Witness: J. T. Gore AGREEMENT AMONG AFFILIATED INTERESTS ( This AGREEMENT, dated as of the -to* "r th.; 1996, is by and among the following: Columbia Gas of Pennsylvani4 Inc. Columbia Gas of Maryland, [nc. Columbia Gas of Ohio, Inc. Columbia Service Partners, lnc. WHEREAS, the foregoing companies are wholly-owned subsidiaries of The Columbia Gas Systeng Inc.('Columbia"), and therefore affiliates; and WHEREAS, Columbia has received an order from the Securities and Exchange Commission ("Order") authorizing formation of a nonutility subsidiary to provide energy-related consumer services of a nature described herein and in the attached Order; and WHEREAS, Columbia has incorporated Columbia Service Partners, Inc. ('?artners") to engage in the business of providing such energy-related consumer services; and WHEREAS, Partners willrequire from the foregoing companies services described herein and in the attached Order: NOW TIIEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: Exhibit No. 4 #,,tt",t"ll -" ARTICLE I SERVICES A}ID SUPPLIES TO BE FURMSHED BY OR ON BEHALF OF AFFILIATES Any of the affiliated companies may from time to time provide Partners with customer billing, accounting, and other energy-related services for consumer services offered to end-usei customers. Such consumer services may inciude safefy inspections, appliance financing, billing insurance, appliance repair warranty, gas line repair warranty, merchandising of energy related goods, commercial equipment service, bill risk management products, consulting and fuel management services, electronic measurement services and incidental services as described in the attached Order. ARTICLE II PAYN4ENT OF CHARGES All services between the foregoing companies and Partners, or between Partners and any other Columbia company, required to conduct the new consumer services will be billed at cost, in accordance with Section 13(b) of the Public Utility Holding Company Act of 1935 and rules thereunder. ARTICLE III BILLING PRACTICES ' As soon as practical after the last day of each month, or such other period as may be agreed upon by the respective companies, a billing shall be rendered for all amounts due for services and expenses for such period, computed pursuant to this Agreement. These bills shall be in sufficient detail to show separately the charge for each class of service rendered. All amounts so billed shall be paid within a reasonable time after receipt. The companies shall keep their Exhibit No. 4 Schedule No. 11 Attachment J fi;,'.'"1,::l+ """ books and records available at all times for inspection by representatives of the other companies or by regulatory bodies having jurisdiction over them, and upon request, shall furnish any and all information required with respect to the services rendered, the costs thereof and the allocation of such costs among all companies party to this Agreement. This Agreement shallbe in full force and effect as of the date first mentioned above, and shall continue until terminated by any of the parties hereto giving the others sixry days written notice of termination; provided, however, this Agreement shall be subject to termination or modification at any time to the extent necessary to comply with the provisions of the Public Utility Holding Company Act of 1935, as amended, or any rule, regulation or order of the Securities and Exchange Commission; and provided further that this Agreement shall be subject to the approval of any state or federal regulatory body or agency, the approval of which is a legal prerequisite to the executiorL acceptance or performance of this Agreement. This agreement shall terminate immediately with regard to any party as of the date such company ceases to be an affiliate of all of the other parties to this agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. WTTNESS: COLUMBIA GAS OF PENNSYLVA}IIA" INC. Exhibit No. 4 Schedule No. 11 Attachment J Page 5 of 14 Vvitness: J. T. Gore WITNESS: COLIJ},IBIA GAS OF MARYLAI.{D. INC. WITNESS: COLUMBIA GAS OF OHIO, INC. President COLUMBIA SERVICE PARTNERS, INC. Exhibit No. 4 Schedule No. 11 Attachment J Page 6 of 14 \Mtness: J. T. Gore SECURITIES AI.ID EXCEAI.IGE COMMISSION (Releaee No. 35'26498 , 70-8775) o The Coh:mbla Gas Systelr, Inc. Order AuthorLzlng Fo::uratLon of NoButtltEy SuJrsidlary of Regist,ered Eolding Company t,o Provide Energty-Related Consu.ner Servlcee ldarch 25, 1995 The Colr.rmbia Gas Syst.em, Inc. ("Co1umbian), Wilmington, Delaware, a registered holding company, has filed an application-declaration under secEions 6 (a) , 7, 9 (a) , 10, 12 (b) and L3(b) of c.he PubLic UE,ilicy Holding Company Acc of 1935, as amended ("Actn) and rrrles 43, 45, 87, 90 and 9L thereunder. A noE.ice of the application-declaraEion was'issued by the Commission on February 9, L996 (HCAR No. 26470). Columbia request.s authorizaEion E.o establish one or more direct or indirecE subsidiaries ("Consumer Senrices Company") to engage in t.he business of providing energy-related se:rrices ("Consumer Senricesn), as described below, Eo customers of local discribution companies (nLDCsn), 1/ affiliaEed with Coh:n0ria and nonaffiliatred LDCs served by Columbia's inEersEaE.e natural gas transmission companies . The Consumer Senrices will be prowided by one or more direct or indirect subsidiarj-es of Co1umbia. Columbia ie seekiag authorization herein to create such subsidiaries. If a new direce subsidiary is created, financing will be provided by the L/ The affiliared LrDCs are Columbia Gas of KenEucky, Inc., Columbia Gas of Maiyland, Inc., Coh:sbia Gas of Ohio, Inc., Columbia Gas of Pennsylvania, Inc., and Conrnonwealt.h Gas Se:rrices, Inc. (nColumbia LDCs"). Exhibit No. 4 Schedule No. 11 Attachment J PageT oI 14 -2 Witness: J. T. Gore company common sale or up c,o $5 million of consumer senrices sLockLoCo1umbia.Int'hecaseofanindirectsubsidiary' financingwillbeprovidedougoffundeonhandorpursuancto existingfundingauE.horitybyaColumbiasubsidiary.Ineicher mirrion t'hrough case the amount of funding witl noE exceed $5 DecemberLggT.Columbiastatesthatt'heConsumerSenriceswill nor will- such Consumer noE require a large amount of capital Servicesd.ivertEheat'tent'ionofmanagementfromtrhecoreut'i1ity operaEions.rLisantricipaEedthat'many,ifnotall,senrices wil]-beprovidedt'hrought'heConsumerSe:rricesCompanyISown sgaff,chird-ParE'yvendors,contracEorsand/orrradeallies' ConsurnerServicesCompanywillconductiusConsumerSenrices staEes of Virginia' business boBh wichln and ouEside of Ehre five Pennsylvania,ohio,Maryland,andKenEuckywheretheCo}umbia ul'Dc statres")' However' system LDCs are lOCated (collectively, d'uringthetwe}ve-mont'hperiodbeginningonthefirsEdayof .Tanuaryint}reyearfollowingE't}edateConsumerSe:rricesCompany pursuanE to a conrnission commences it.s consumer serrrices business ord.erissuedinthismat'Eer,andforeachsubseguent'calendar year,Eot'alrevenuesofCoasurnerSenricesCompanyderivedfrom cusLomersintheLDCstateswillexceedtotalrevenuesof ConsumerSenricesCompanyderivedfromcustomersinallother offered by states. Those Senrices will not compete with se:rrices other Columbia subsidiaries' Thefollowingisamoredetaileddescripcionof the Consumer srnal1 Senrices : (1) Saf etry Inspections - -Resid'ential and Exhibit No. 4 Schedule No. 11 Attachment J Page 8 of 14 Wtness: J. T. Gore commercial business cusLomers may be offered an array of energy assessmenE and energy-relat.ed safety inspections such as carbon monoxide and radon E.eaEing; and wiring Baf eE,y checkE, (2) Appliance Financing 2/ --Consumer Services ComPany wiII provide. financing to customers by (a) making shorl-term loans t,o cover the period of insEallat.ion of Ehe energy-related appliances unE,il permanent financing can be obt.ained by the cusEomer or (b) making long-trerm loans for a period of tlme not to exceed the lesser of 10 years or t,he expecued useful ]ife of the equipment.; 3/ (3) Billing Insurance- -Consumer Se:-rices Company, through a contrract,ual arrangement wit,h American Banker's Insurance Group or anoEher vendor, would provide bill pa)ment protect.ion for cusEomers up Eo $400 a month for six monEhs should t.he cusLomer become unemployed, disabled or die i G\ Appliance Repair Warranty- -Cust.omers may be offereo an appliance repair senrice for cheir heating and air conditioning sysEems and ocher major appliances; (5) Gas Line Repair Warranty--Orstomers may be offered an opport.unity Eo warrant against the cost of repair of 2/ Colurnbia agrees that it. will not finance equipment t,hat util-izes energ.y sources ot.her than naEural gae or propene until such E,ime as rule 58 is prormrlgated or other precedenc is issued by the Cormnission establishing that natural gas holding companies can deal in oEher conunodiLies. At, that time, ColumUia will make an appropriate filing seeking a' supplemenCal order. 3/ Columbia represent,s Ehat the aggregat,e amounE of energ:y-re1at,ed appliance equipment financing loans by Consumer Senrices Company out.standing at any one time will noE exceed $25 million, with an individual customer financing limit of $5 million at any one time. Exhibit No. 4 Schedule No. 11 Attachment J Page 9 of 14 -{ Witness: J. T. Gore -v ' faulEy gas seryice lines located both within and ext,ernal- t.o t,he customer's Location; (5) Merchandising of Energy RelaE.ed Goods-- Customers may be offered t.he opportunity co purchaee energTy-re1aE.ed devices such as water heaE.erE, gds grills, g&s Iogs and furnaces , (71 Commercial Equipment Senrice- -OperaE.ors of commercial equipment nray be offered a repair warranty program ehat would respond t.o fault.y equipment; (8) Bill Risk Management Products - -A variet.y of programs may be made awailable t.o gas customers interest.ed in hedging energ-y price or consumpt,ion f luctuaEions; (9) Consult,ing and Fr:eI Management Senrices- - Commercial and induscrial cuscomers may be offered advisory and/or nranagement services regarding energy cons\rmption and it.s measurement,; and (10) ElecE,ronic MeasureJnent Senrices- -Industrial and commercial customers may be offered a variety of enhanced measuremenE and billing services that will ena-ble them to better monitor their energ-y consrmption and expenditures . 4/ In addit.ion, Columbia requests authorization for Consumer Senrice Company to offer to end-use cust,omers senred by Columbia LDCs and LDCs'senred by affiliated interst,ate transmission conq>anies incidental senrices relat.ed to the consumption of energy and t,he mainLenance of property by those end-users, the need for which arises as a result of, or evolves out, of, the senrices enumerated above and which do not rnaterially differ from 4/ This tlpe of act"ivity is analogous t.o the fuel minagemenc se:rrice described above except that ie may b'e offered separately from more comprehensive fuel nanagement se::vices. Exhibit No. 4 Schedule No. 11 Attachment J Page 10 of 14 -5 Witness: J. T. Gore t.he t)G)es of sel:vices list.ed. These are self/ices relaEed Eo: maintenance, financing or Sale (bu[ noC manufacE.ure) of t.he energy-consumj.ng equipmentr; Ehe measuremenE, analysis, risk managemenE or oLher Selnrices reLating to Che energy cornmodiE,y iCself ; and t,he process by which the end-user arrangies for deIivery, acquires, consumes and pays for the energ:y commodity. Columbia argues t.hat Che proposed Consumer Se:rrices are reasonably incidental and/or econornically necessary or appropriate to Columbia's core utiliEy business of disEributing gas aE. retail and will primarily benefit Ehe Columbia LDCs and cheir cusEomers. The proposed gas line warranE.y program will facifiEat,e and enhance the abiliCy of Ehe Columbia LDCs Eo maintain their disE,ribution lines in good working order and effecE. repairs guickly when needed, t,hereby minimizlng self/ice inCer:rrpE.ions and lost sales due t.o leaks and line breaks and enhancj-ng t.he utilicy senrice provided Eo customers and the ability of Ehe Cotumbia LDCs t,o disc.ribut.e gas reliably and efficiently- Similarly, proposed Consumer Services such as appliance repairs, including routine furnace senrices, and appliance financing will promote the safe and efficient distribuEj-on of gas by facilicating che maintenance, repair and replacement of gas utilizing equipment. t.hat is broken or not, working properly. In addition, the inspection, warranty and repair se:rrices will fost.er more effecE,ive and efficienE energy consu.rnDtion and enhance customer safety. These senrices wiII Exhibit No. 4 Schedule No. 11 Attachment J Page 11 of 14 Witness: J. T. Gore v give utility customers the abiliCy eo minimize their financial exposure to potential repair costs. The Colurnbia LDCg rrill asBisE Consumer Senrices Company with customer billing, account,ing and other energy-related serx/ices for Consumer Services offered t,o che Columbia LDCs' end-user customers. IE. is anticipated thac t.hese services for Consumer Services Company can be done by the currenL st.aff of t,he Columbia LDCS. Columbia sEaces chat the number of Columbia LDC personnel invoLved will not be of such magnitude E.haE. utilicy se:rrices would in any way be impaired. If the Columbia LDC sg.aff levels are noE adequate ac any point. in che fucure t.o handle chese exE.=a responsibil-iEies, sEaff would be added by the Consumer Senrices Company inseead of t,he Columbia LDCs. AII serrrices bet,ween E,he Columbia LDCs and the Consumer Senrices Company, or between the Consumer Services Company and any other Columbia Syscem comPany, reguired to conduct the new Consumer Services will be billed at cost in accordance with sect.ion 13 (b) of the Act and rrrles 8'7, 90 and 91 thereunder As stated above, Columbia requesEs authorization Eo provioe Consumer Senrices.Company with up Lo $5 niLlion in funding through December 31, l,,997, Ehrough Ehe purchase of shares of common scock of Consumer Senrices Company, $25 par value per share, at a purchase price at or above par rralue. ThereafEer, Consumer Serrrices Company will j-ssue securities, and Columbia, or a direct subsidiary of Col-umbia, will acE-rire such securiEies in t.ransacLions which will be exempt pursuant. E.o m1e 52. Exhibit No. 4 Schedule No. 11 Attachment J Page 12 ot 14 Witness: J. T. Gore are Fees and expenses in che estimaE.ed amounc of $17,000 expected'tobeincurredinconnect'ionwichtheproPosed LransacEion. IE ie Et.aEed EhaE, no Etate or federaL collEnission' other than chis commission, has jurisdicLion over the proposed transacEion. has Due not,ice of the filing of said applicat'ion-declaration promulgated under been given in che maruler prescribed in rule 23 by the rhe Act., and no hearing has been reguesEed of or ordered ghe it is Commission. Upon t.he basis of the facEs in record, rules hereby found t.hat the applicable standards of the Act and are Ehereunder are sacisfied, and t.hat no adverse findings necessary: ITISoRDERED,PursuanE,cot'heapplicableprovisionsofche as AcC and :rrles thereunder, that. the applicauion-declaratrion' become amended, b€, and it hereby is, granced and permitted to effecLiweforrhwith,subjecLtothecermsandcondicions prescribed in rule 24 under the Act ' sbnrices IT IS FURTHER ORDERED, Ehat coh:rnbia or consumer 24 company will file reports with the commission pursuant to :rrle onaquarcer}ybasiswithin45d'aysaftertheendofeach quartrer, beginning with t.he first calendar quarter after the date of chis order, which reports shall include the following information: (1) A statemeDt' of the amount of capit'aI provided to Consumer Se:rrices Company pursuant Lo ghe authorizations granE'ed bv this order during Lhe period covered and curmrLatj'veIy; Exhibit No. 4 Schedule No. 11 Attachment J Page 13 of 14 8- Witness: J. T. Gore v (2) A st.atement of all revenues derived from the Consumer Senrices Company acE.ivities authorized by chis order bot,h during the period covered and cumulacively, including informat.ion on the arnounE and percentage of revenues att.ributable to each caEegory or t)pe of sen/ice provided and a breakdown showing revenues derived from cusEomers in the LDC ScaLes in relat.ion t.o cocal revenues; (3) Copies of aII state commission orders approving, or posE,-E,ransacEion audit. document,s percaining t,o, af filiate serrrice arrangemenLs or affiliaEe LransacLions between Columbia LDCs and Consumer Services Company obcained durj-ng t,he period covered; and (4) A statemenE cont,aining a company-by-company breakdown of all senrices provided to Consumer Senrices Company by Columbia io LDCs and all payments for such services made by Consumer Senrices Company during the period covered and cumulatively. In addition, no later t.han Augrrst. l-5th of each year, Cohuribia and./or Consumer Senrices Company sha1l file balance sheets for Consumer Services Company as of June 30eh of t.hat year and income staEements for Consumer Services Company for che six-month period ending on June 30th of t,hat year; and no later than 120 days after the end of Exhibit No. 4 Schedule No. 11 Attachment J Page 14 ot 14 Witness: J. T. Gore each calendar year, Coturnbia and/or Consurner Seryices Company shal-l- file a modif ied U-13-60 annua] report. For the Commission, by E,he Division of Investment. ManagemenL, pursuant. t.o delegated aut.hority. i.''--'- .-) -1 +/4 ,72C/azr&4'V/q ./ Jonaehan G. Katz Secretary Exhibit No. 4 Schedule No. 1 1 Attachment K Page 1 of6 Wtness: J. T. Gore 'X1'r<'J fgffiSontud Mark R. Kempic Senior Attorney 650 Washington Road Legal Depaftment Pittsburgh, PA 15228 lq',tzl572.7142 Fax: l4'12't 572.7162 mkempic@ nisource.com January 8, 2004 James J. McNulty, Secretary Pennsylvania Public Utility Commission Comrnonwealth Keystone Building, 400 Nordr Street. Harrisburg, PA17l20 Columbia Gas of Pennsylvania, Inc. - Affiliate Transaction Dear Mr. McNulty: Enclosed for fllurg pwsuant to 66 Pa. C.S.A 52102,is the original and four copies of an amendment to an existing affiliate agreement between Columbia Gas of Peruisylvania, Inc. ("CPA") and several of its affiliates. The Commission has previously approved an affiliate agreement authorizing CPA to provide certain services to the affiliates (^See Docket G- 00960483,OrderEnteredordersEnteredJulyl8,1996andNovember14,1996), CPAis hereby requesting to provide sirnilar services to a newly formed affiliate. I have included an extra copy of the document. Please date stamp it and retum it to me in the enclosed envelope. If you have any questions about the enclosed document or if I may be of any assistance, please do not hesitate to contact me at 412.572'7142. Sincerely, /4wk Mark R. Kernpic Senior Attomey enclosures Exhibit No. 4 Schedule No. 11 Attachment K Page 2 of 6 Wtness: J. T. Gore AMENDMENTTO AGREEMENTAMONG AFFILIATED INTERESTS rl # This AMENDMENT, dated as ottn" aay of Januarv, 2004, is by and among the following: Columbia Gas of Pennsylvania, Inc. Columbia Gas of Maryland, lnc. Columbia Energy Services Corporation Columbia Gas of Ohio, Inc. NiSource Retail Services lnc. WHEREAS, the foregoing companies are all wholly-owned subsidiaries of NiSource Inc, ('NiSource") and therefore affiliates ("Affiliates"); and WHEREAS, the foregoing companies exclusive of Columbia Energy Services Corporation and Nsource Retail Services, Inc. ("NiSource Retail"), have heretofore entered into an Agreement Among Afliliated Interests dated Apil26,l996 (the "April 1996 Agreement") with their affliate Columbia Ssrvice Partners, Inc. ('?arftrers') contemplating the provision of certain services to "Partners" by the other Affrliates; and WHEREAS, the April 1996 Agreement was approved by the Pennsylvania Public Utility Comrnission ("Commission") on July 18, 1996 at Docket No, G-00960483; and WHEREAS, on August 7 , 1996, the April 1996 Agreement was amended by the parties to enable the parties to provide the same services to another entity named "Columbia Energy S ervices Corporati on" ("Amended Agreernent") ; and WHEREAS the Commission approved the Amended Agreement onNovember 14, 1996 in Docket G-00960483; and WHEREAS, NiSource Retail Services,Inc., dlbla Columbia Retail Services'' ("NiSource Retaif) is a newly formed Affiliate and Partners is no longer a subsidiary of NiSource: and Exhibit No. 4 Schedule No. 1 1 Attachment K Wtness: J. T. Gore WHEREAS the Affiliates now desire to amend said Agreement as stated below to provide to NiSource Retail the same services that they are permitted to provide to Columbia Energy Services Corporation. NOW THEREFORE, in consideration of the mutual covenants contained herein, as well as other good and valuable consideration, the sufficiency and receipt ofwhich is hereby acknowledged, the parties hereto agree as follows: I . Article I shall be supplemented and amended as follows: Any of the Affiliates may from time to time provide NiSource Retail with customer billing, accounting, and other energy-related services for services offered to end-use customers. 2. Article II shallbe supplemented and amended as follows: All services between and among the Affiliates and NiSource Retail, or between NiSource Retail and any ottrer regulated Affitate, will be billed at cost, in accordance with Section 13(b) of the Public Utitity Holding Company Act of 1935 and rules thereunder. Except as expressly supplemented and amended he,rein, tlie Agreement shall remain in fuIl force and effect; no other modifications or amendments are intended hereby' IN WTINESS WHEREOF, ttre parties hereto have executed this Agreement as of the day and year first written above, WITNESS: COLIATIAGAS OFPENNSYLVANIA' INC. Exhibit No. 4 Schedule No. 11 Attachment K Page 4 of 6 Witness: J. T. Gore WITNESS: COLUMBIA GAS OF MARYLAND, INC. WTINESS: COLIIN4BIA GAS OF OHIO.INC. JohnW. WTINESS: COLI.IMBIA ENERGY SERVICES CORPORATION. MichaelW. O'Donnell Presidsnt MSOURCE RETAIL SERVICES INC. Exhibit No. 4 Schedule No. 1 1 Attachment K Page 5 of 6 Wtness: J. T. Gore bcc: K. Christman S. Sagun T. Murphy V. Pareto Exhibit No. 4 Schedule No. 11 Attachment K Page 6 of 6 Wtness: J. T. Gore 0110912004 01:03 PM Please resoond to FedEx Our records indicate that Ehe shipment. sent from TAIVIARA L. TIMMONS/COLUMBIA GAS/N]SOURCE, to .fames J. McNulty/PA Public Utilj.ty Commi has been defivered. The package was delivered on 01/09/2004 at 9:45 AM and signed for or released by N.CHIKOTAS. The ship date of the shipment was 01/08/2A04. The tracking number of this shipment. \ras 792545'11-3800. FedEx appreciates your business. For more information about FedEx services, please visit our web site at http://www.fedex.com To Erack the status of this shipment online please use the following: http: / /www. fedex. com/cai -bin/tracking?tracknumbers =7 925457L38 0 0&action=track&1 anguage=eng1 ishCcntry_code=us Discl-aimer FedEx has not validated the authenticiE.v of anv email address. Exhibit No. 4 Schedule No. 11 Attachment L Page 1 ofs Witness: J. T. Gore One Comrn€G Square 417 Walnd Sfeet Morgan, kwrs Harisburg, PA 1710I-1904 COPY aBockius rtn 717-237ffi COUNSELORS AT L.{W Fu:777-237&4 Michael W, Hassell 717-2374024 RTCEI\iE!) Febnrary 10, 1998 FEB 1 S 1998 l(enneih W. Christman VIAHAND DELTVERY James J. McNulty, Acting Secretary Pennsylvania Public Utility Commission Room B-20, North Office Building Harrisburg, PA 17120 Re: Columbia Gas of Penasylvaniq Inc. Affi liated Interest Filine DocketNo. G- Dear Acting Secretary McNulty: Enclosed, for filing pursuant to Section 2102 of the Public Utility Code, 66 Pa-C.S. $2102, is an Agreement among Colunbia Gas of Pennsylvania, Inc. ("Columbia of Pemsylvania") and certain afFrliated local distribution companies. The purpose of the Agreement is to hade volumes of gas held by the companies in storage fields in various states. The tuades will enable Columbia of Pennsylvania to reduce state taxes that are imposed upon Columbia of Pennsylvania by jurisdictions other than Pennsylvania. As explained in the Agreemen! (ris contract will not affect the voiume of storage gas heid by Columbia of Pennsylvania. The Agreement will have no adverse effect upon Cohunbia of Pennsylvania's customers, or the Pennsylvania State Treasury. Philadelphia Washingbn Nry York Los Angel6 Miami Ham-sburg Princeton London Brusls Frankfurt Tolqo Exhibit No. 4 Schedule No. 11 Attachment L Page 2 of 5 Witness: J. T. Gore Morgan,l€wis eBockius James J. McNulty, Acting secretary - February 10, 1998 PageZ If there is any question with regard to this filiag, please contact the undersigned. Yours truly, 7^1",1 h)n'A Michael W. Hassell law Enclosure Exhibit No. 4 Schedule No. 11 Altachment L Page 3 of 5 Witness: J. T. Gore AGREEMENI TI{iS AOREEMENT, raade cffectivc as of Dccembct 31,1997 ls by snd betwecn Colunrbla Gas of Ohio, Inc. ("COH), Columbla Gas of Pcnnsylvaniq lrtc, ("CPA'), Columbia Gas of Kcntucky, Inc. C'CKY), and Columbia Gas of l,Iarylud ("CMD'), collectlvely rcfcrrcd to a8 "thc Partics." WIIEREAS, thc Partles urd Columbia Gas Transrnigsion Corporatlon (Columbia) havc Entcrcd Into Flrm Storagc Sewicc (FSS)Ageements in connection with Article VI of the Junc 29, 1989 Stipulatlon and Agrecment in FERC Docket Nos. #RP86-168, et al, also knowa as tlre Coh,unbia Globd Agrccmcnt (CGA), as rcvised; WIEREAS, the Puties purchascd c€dain atorage gas inventoty tom Columbia locetd in Columbia's stotagc ficlds and will pucbrse additlonal nauual gas for sbrage in Colunrbia's storage ficlds; WHEREAS, Columbie's gas storage fields ue located in Wegt Vitsinia Pennsylvania, Nerv York and Ohio; WHERIAS, Colunbia's aggrgats opcratlors of its storage systcru makcs it irapossibie to dctErmine whefe aay tndividual customer's gas is stored; WHEREAS, Columbta originsly allocated its eustomert' gas in storage on a pro rata basis amoag all of its storage customcrs; and WHEREAS, the Panicr dcsire to cxchange volumes arnong them.s€lves ir order to idcntify the states ia which their gas shall bc deemedto be located on an individual company basis; TIIEREFORE, in consideration of the premises, 1. Thc Pafiies will effect tades a"oong themselves, ftom timc to timc and on ' an MCF pcr MCF basis, to consisteutly assure tbat the rcspcctive invcntodes are naintained as follows: a) AII of tbe FSS volumes of CPA, CKY, and CMD will b€ de€m4d to bc locatcd in the statc of Ohio subjcct to c) and d) bclow, b) Tbc FSS volurnes of COH will be decmed to bG located ln thc state.s of New York, Fenncyl.rania aad West Virginia, subject to c) and d) below, to the extent that tbc other Parties previoualy were demed to have FSS volumes located in thosc states. fury COH FSS voluneg remalning afts such >/c a f'lu-'l SHg -]ol l,]Hga:II ).F' rtr 'tan Exhibit No. 4 Schedule No. 11 Attachment L Page 4 of 5 Wtness: J. T. Gore allocation to Ncw Yorlq Pennsylvrnia and West Virginla, shall bc dcrmed to be locEted in the sate of Ohio. c) Each of thc Psrties' rotal FSS volumcs must cxactly match eaph of thc Partics' total FSS volumca as rcportcd by Columbia; and d) Thc total FSS volumes allocarcd to eash star€ must exactly equal thc total FSS volnmcs as rcported by Columbia for eEch atate, c) If for any reason thc allocation of thc Pa$ies' FSS storage voiunres cannot be accomplishcd as stated abovg thc parties a$ec to mect within thirty (30) days to discuss a new prospective allocation agreement. 2, This furecmcnt is made by ud bctwcrn the undcrsign€d customss of Columbla Gas Traruraission Corporatlon (Colunbia), This o$ecnmt shall not be intcrp, cted ln any way to have any effect on tbe mrnner in wtrlch crutomcrs undcf Columbia'r Rate Schcdulc FSS reccives storagc s€rvic€ ftom Colusbla. This sgrEcment does not give any firstomer the dCht to sclect th6 Etate is rvbich stonge gas is cithu injectcd into or withdrawn from storage, Cohunbia sball coutinuc to operatc its gas storage frelds in such a manner as it, in its solc discrstiou, deems necessary and appropriate b mcct its service obligatiorrs. This agleement does not creaie, rcduce modify, or amend Columbia's service obligetions. This agreemcnt does not create, reduce, modify, or amend Columbia's service obligations or sgryice agreements in any maffler. 3. If thc tax laws (but not including the ta:< rate) ia any of the affectrd $.ates significantly changes and any srrch change has an adversc financial impact on aay of the Partics, then the Pe$ies to this Ageemcnt agre€ to heet within Srirty (30) days afler witten noticc from atry one pdty to discuss s aew, prosgccdve allocation agrcement. Any new allocatlon agreed upon shall be made cfcctive ou Deccmber 3l of tbe sam" calendar year. Ifthe parties to this Agrcanent fail to agree upotr a new allocation agccnent within uinery (90) days after the bcginning of sush a meeting, this Agreement may bc ca&€lled, effectlve at the end of thc year in which srrch mcetinp ocqr. After csncelladon of this Agreemerrt, all FSS vol"rnes sball bc deemed to be iu ail of Colu:nbia's stotagc fields tn propofilon to the totai physical volumeg of working gas in stotage ln all of Columbia's storagc fields. 4, This Agrecmcnt may be executed by one or Eorc of thc partie hereto ia any numbcr of separate, identical countsrpadr, no onc of whlch nced bc stgncd by all of thc pafiies ro long as each ofthe parties has signcd at lcast oue courterpart. Eaph such countcrparl wben signcd and dcllvered by one or more of thc partics h*e'to, shall constitute one and the same instrumenl Tlrls Ageanent shall bcc,omc efrertive gpon exscuti.on by the Partics, peoding rcceipt ofail necrssary rcgularory approvals. -]O3 =/e d Ntt"l SUO l^ftJg8:I't 26, TE J3e Exhibit No. 4 Schedule No. 11 Attachment L Page 5 of 5 Witness: J. T. Gore 5. In the cvent this Agrcemcnt, or onc or morc of thc provlslonr hcrco{, shall bc hcld, for rny rcaron, to bc lnralld, void, illcgal or unanforccablc in any respcct, or Br to any signetory Ddy, such invalidityr voidncas, illegaliry or unenforr:ability shail not affect thc lemaining provisloas hcreof. (sEAr) COLUMBIA GAS OF OFtrO, S{C. Attcsti Wn^rr.X,#*ula (sEAL) COLTJIIBIA CAS OF PENNSIT-VA}{IA INC. Attest: By: Name: llue: Dafe:- (sEAr) COLIJMBTA Atlest: (8EAr) COLUIV{BIA GAS OF MARYLA},ID, iNC. Attest: By: Title: Namc: Titlc: .- . Datc: s/r'd Exhibit No. 4 Schedule No. 11 Attachment M Page 1 of 15 Wltness: J. T. Gore one Commerce Square 417 Walnut Skeet Morgan, Irwis Harisburg, PA 17101-1904 eBockius Ltn 717-237<€,co COUNSELORS AT LAW F*717-2374cE4 coFy Michael W Hassell s-,€, 7t7-2374024 a February 10, 1998 Tauu-.W VIAHAND DELIVERY +'*.wae James J. McNulty, Acting Secretary 'e^ Pennsylvania Public Utilify Commission Room B-20, North Ofiice Building Hanisburg, PA 17120 Re: Columbia Gas of Pennsylvania, Inc. Affi liated Interest Filing DocketNo. G- Dear Acting Secretary McNulty: Enclosed, for filing pursuant to Section 2102 of thepublic utility code, 66 pa.c.S. g2102, is a Master License Agreement between columbia Gas of pennsylvaniq Inc. (,,Columbia'; ana CNS Microwave, Inc. ("CNS'), an Exempt Telecommunications Company. The Telecommunications Act of 1996 amended the Public Utility Holding Company Act of 1935 ("PUHCA') by adding a new Section 34 thatallows registered holding companies to establish "Exempt Telecommunications Companies." These Exempt Telecommunications companies, or ETCs, are special purpose subsidiaries that provide comrnercial telecommunications, infonnatlon and related products and services to the public. ETC status is determined by the Federal Communications Commission. Section 34(i) piovides that a public utility may contract for services or goods with an affiliated ETC only if the contract is approved by the state commission having jurisdiction over the rates of the public utility. In addition, Section 34(i) provides that the state commission can elect to waive its authority under Section 34(i). Thus, Columbia requests that the Commission approve the attached Master License Agreement or, in the alternative, issue a notice waiving its authority und.er Section 34(i) of PtlHCA. Philadelphia washingbn NryYork LosAngele Miami Hanlsburg Princebn London Brusels Frankturt Tokvo Exhibit No. 4 Schedule No. 11 Attachment M Page 2 of 15 Witness: J. T. Gore Morgaql€wis aBockius.'o James J. McNulty, Acting Secretary February 10, 1998 Page2 If there is any question with regard to this filing, please contact the undersigned. Yours truly, ry.)-'X ,il1-^rU Mchael W Hassell /aw Enclosure Exhibit No. 4 Schedule No. 11 Attachment M Page 3 of 15 Witness: J. T. Gore MASTER LICENSE AGREEMEI.IT THIS MASTER LICENSE AGREEMENT (this "Agreement"), made this 31st day of December, .1997, by and between cNs MIcRowevB INC., a Delaware corporation, (the "Licenso/') and Columbia Gas of psnnsylvania, fnc, a pennsylvania corporation (the."Licensee") (collectively, hereinafter referred to as the "parties"j. WITNESSETH: WHEREAS, Licensor is the owner or lessee of certain buildings, towers, facilities and/or real property (the "hoperty"); WHEREAS, Licensee desires to efter into this Agreement, in order to define the terms and conditions which govern the Parties' relationship with respect to particular sites on which the Licensor wishes to license to Licensee certain space for the operation of its facilities as hereinafter set forth and Licensee desires a liceuse to operad certain radio equipment on such hoperty listed on Appendix A hereto; WHEREAS, the Properties which Licensor and Licensee desire to license are set forth on Appendix A, attached hereto and incorporated herein by reference, as such Appendix may be supplemented or amended by the parties hereto from time to time; NOW THEREFORE, for the consideration stated hereinafter, the sufficiency of which is hereby acknowledged, and in further consideration of the promises, terms and covenants herein, the Parties agree as follows: - 1. Scope of License. Licensor agrees to license to Licensee space on or within the Property for certain purposes described as follows: (a) Maintaining, operating, replacing and rembving radio communications equipment as described in Appendix B attached hereto and incorporated herein by reference (hereinafter "Facilities") on the property. Removal of said Facilities shall be made within sixty (60) days after terrnination of this Agreement or removal of such Property from Appendix A as hereinafter provided. o) Licensee agrees to obtain and maintain at its own expense, any license, permits and any other approvals required by any federal, state, or local authority for the installation, construction, maintenance, operation, replacement and removal of the Facilities. X:\aom\APtvflCNSMICRO\CPA3.lic.doc Exhibit No. 4 Schedule No. 11 Attachment M Page 4 of 15 Wtness: J. T. Gore (c) Licensee shall maintain, operate, replace and remove said Facilities in a Ilunner which shall comply with all federal, state, and local laws and regulations governing the insteilation, construction, maintenance, operation, replacement and removal thereof. (d) Licensee will be responsible for the maintenance, operation, replacement or removal of any and atl utilities required by it in furtherance of its personal communications service system. Nonvithstanding their affixation to the Prope4, the Facilities shall remain Licensee's personal property. 2. Limitations on Scope of License. Licensee understands and agrees that permission the herein granted is nonexclusive and that Licensor may enter into simitar agreements, covering all or part of the Property not licensed by Licensee, with other persons. Licensee agrees that the license granted by Licensor hereunder is contingent upon Licensee's reptesentation that the operations of Licensee will not interfere iith any operations of Licensor or its affiIiates, or any of the Licensor's other licensees existing at the commencement of this Agreement ("Existing Licensees"). If, after initial satisfactory coexistence has been established, Licensor detennines that Licensee's use of the Facilities is interfering with any operations of Licensor or its affiliates, or those of any of the Existing Licensees, Licensor shall give notice to Licensee of the condition, whereupon Licensee shall remedy such interfJrslss \r/irhin twenty-four (24) hours. If such interference is not so remedied, Licensee shall discontinue operation of the Facility until the condition is remedied to Licensor's satisfaction, provided, however, Licensee may perform intermittent tesring for a one hundred eighry itAOy A"y period to determine a remedy for the interference. If no remedy can be found within said period, the applicable Property shall be removed from Appendix A, and all reasonable costs incurred by Licensor pursuant to this paragraph shall be biiled to and shall be paid by Licensee. Licensee is prohibiteil from using any materials in connection with the use of this License which could cause the corrosion. rust or deterioration of the Properry. 3. Term; Renewal. This Agreemetrt shall com.mence upon the execution hereof ("Commencement Date') and, unless sooner terminated as herein provided, shall continue for a period of five (5) years from and after said Commencement Date; provided, however, that this Agreement shall be renewed for additional five (5) year periods (each zueh five (5) year period a "Term") unless sooner terminated. However, either Licensor or Licensee may terminate this Agreement at any time after the initial term by giving the other parry one (1) year's notice ia writing of its intention to do so, and this Agreement shall terminate and be of no further force and effect one (1) year loltoying the mailing by United States Postal Service, posrage prepaid, of such notice. The'Parties may terminate this Agreement with respect to any particular Property by X:\apm\APM\CNSMICRO\CP43.lic.dm Exhibit No. 4 Schedule No. 11 Attachment M Page 5 of 15 Witness: J. T" Gore mutu€lly agreeing in writing to remove such property from Appendix A. paragraphs 7 and 9 shall survive the expiration orearlier termination of thiJAgreement. 4, License Fee. The annual license fee ("License Fee") shall be calculated based upon the Licensor's cost of licensing the Property as set forth in Appendix C attached hereto and incorporated herein by reference. Appendix C may be amended from time to time upon the mufiral agreement of the Parties. The License Fee shall be payable in annual installments in arrears, upon the date of execution of this Agreement by Licensee and upon each anniversary of such date thereafter, for each Term and each extension Term. The first payment due upon executiou of this Agreement shall be for services rendered for the period from January l, 199i tbrough December 3!, rgg7, during which the Facilities have been located on fhe Property" Future License Fee payment shall be payment for services rendered for each calendar year thereafter. In the event this Agreement is terminated by Licensee or Licensor during any Term, Licensee shall be obligated to pay a prorated amount of the License Fee for the then cturent calendar year. 5. Licensor's Right of Tnspection; Compliance with Regulations. Before commencing with an, y consbuction of or alterations to said Facilities, Licensee shall submit the plans therefor for approval by Licensor. All work done hereunder by Licensee shall be subject 16 inspection and approval by Licensor within thirty (30) days after submission of said plans. Such approval shall be for informational purposes only and shall not constitute legal inspection or legal approval thereof. If Licensor does not approve the plans or provide reasons for disapproval within thirty (30) days after submission thereof, the plans shall be deemed approved. Licensee shall constuct, maintain, operate, replace ald remove said Facilities i:r accordance with the effective Rules and Regulations of the Federal Communications Commission and the Federal Government Safety Standards, and in all respects shall comply with applicable engineering sta:rdards. Licensee will assure that Licensee, its independent contractors, aud is zubcontractors will act in compliance with cuffent OSHA regulations and standards for communication towers when working on or around any tower. Any tower must be equipped with an osHA safety climb device which must be proper$ utilized. 6. Maintenance. Subject to additional maintenance requirements for a particular Property, as set forth in Appendix D attached hereto and incorporated herein by reference, the following hoperty maintenance provisions apply generally to all hoperty: (a) Upon thirty (30) days written notice ftom Licensor, Licensee agrees to deenergize its ransmitting equipment whenever Licensor employees or conhactors are working in close proximity to the Licensee antenna X:\apm\APttl\CNSMICRO\CPA3.lic.dm Exhibit No. 4 Schedule No. 11 Attachment M Page 6 of 15 Witness: J. T. Gore systems in order to protect all personnel from R.F. radiation. Licensor has the right to verify that such equipment has been deenergized. O) In using or occupying the Property under this Agreement, Licensee agrees to create no undesirable debris or other similar conditions that would require exfraordinary maintenance or cleanup by Licensor. Licensee shall also be required to comply with Licensor's security measures when utilizing the Facilities pursuant to this Agreement. All costs incurrecl by Licensor with respect to extaordinary maintenance or the failure to comply with the terms of this Agreement, including security procedures shall be paid by Licensee. (c) Only authorized engineers, em.Floyees or properly authorized contractors T,icensee of or persons under its direct supervision will be permitted to enter the Facilities. Licensee shall notify Licensor ar least thirty,six (36) hours before courmencing any maintenance on the Facilities. Should Licensee require immediate access to tle Facilities for emergency repahs, Licensee shall notify Licensor as soon as practicable. At Licensor's discretion,, if Personnel may be present during all activities requiring access to the Facilities. Subject to the terms of this Agreement, Licensee, its employees, agents, independent contractors and subcontractors shall have access over the Property twenty-four (24) hours a day, seven (7) days a week. 7. Limitation on Liability. Licensee asflrmes any and all risk of damages or injury to its Facilities placed in or upon the Properry, and Licensor shall notle responsible to Licensee or anyone associated with Licensee, including its customers, for any loss that Licensee zustains as a result of theft, fire, storm or othir disaster, or as a result of any cause whatever, unless caused. by the negligence or willful misconduct of r-icensor, its agents or employees. In no event shall Licensor, its affiliates, officers, directors, employees or agents be liable to Licensee for any loss of business, revenue or damage to its repuation which may be claimed or arise from any interruption fur service or access to or use of the hoperry and Licensee releases and indemnifies and holds harmless Licensor from any and all such loss or damage. Further, Licensor shall not be liable to Licensee for any consequential, indirect or punitive damages and Licensee releases, indemnifies and holds harmless Licensor from any such damages. 8. rnsurance. Licensee shall provide, at its own expense, the kinds of insurance in the minimum amounts of coverages as may be reasonably deterrrined by Licensor from time to ttme, provided, that Licensee inrn not be required to obtain insuiance with coverage that is broader or timits in excess of those it maintains upon its execution of this Agreement. X:\apm\APM\CNS M I CRO\CPA3.lic.dc Exhibit No. 4 Schedule No. 11 Attachment M Page 7 of 15 Witness: J. T. Gore 9. Indemnification. (a) General: Licensee shall indemnify, defend and hold harmless Licensor its officers, directors, shareholders, affiliates and agents from and against any and all losses, damages, and liabilities from any and all claims for losses, damages or liabilities on account of or by reason of bodily rnJury, including death, which may be sustained or claimed to be sustained by any person, including the employees of Licensee and of any independent contractor or subcontractor of Licensee, and from and against any and all losses, damages or liabilities with respect to the property, including loss o,f gse, and including properfy of Licensor, caused by or arising out of or claimed to have been caused by or to have arisen out of an act or omission of Licensee or its agents, employees, independent contractors or subconffactors in connection with the performance of this Agreement. Liceusee shall, at its own cost and expense, defend any claims, suits, actions, or proceedings covered by this Paragraph 9, whether groundless or not, which may be commenced against Licensor, its officers, drectors, shareholders, and agents in connection with perfonnance of this Agreement, and Licensee shall pay any and all judgments which may be recovered in any such actions, clains, proceedings or suits, and defray any and all expenses, includiag costs and attorneys, fees, which may be incurred in or by reason of such actions, claims, proceedings, or suits. Nonviftstanding the foregoing, Licensor shall be entitled, if it so elects, to representation by attorneys of its own selection, including attorneys employed by Licensor. The 6ftuining by Licensee of a release or discharge, running to Licensee or Licensor (including its officels, directors, shareholders, affiliates and agents) or either or both of them for damages in connection with this Agreemeut, shall not diminish or affect in any way the rights of Licensor and the obligations of Licensee as set fortl herein or therein unless signed by both Parties. To the extent permitted by law, Licensee expressly waives the benefit, for itself and all subcontractors, insofar as the indemnification of Licensor is concerned, of the provisions of any applicable workers' compensation raw rimiting the tort or other liability of an employer on account of injuries to the employer's employees, and such waiver of benefit of applicable workers, compensation law indemnifies Licensor only where employees of Licensee and employees of all subcontractors of Licensee are precluded from bringing suit in tort or otherwise against Licensee. (b) Exclusbn from Indemnifi.cation: The foregoing indemnification does not extend to Licensor's contractual obligation to compensate landowners, as X:\apm\A PM\CNSMICRO\CPA3.lic.doc Exhibit No. 4 Schedule No. 11 Attachment M Page 8 of 15 Wtness: J. T. Gore provided in deeds, leases, licenses, or other conlracts berween Licensor and the owners of the land on which any porrion of this Agreenent is to be performed, except to the extent that the requirement of compensation is the result of: (r) Licensee's default under this Agreement; (fi) Licensee's frespass on or other improper damage to the properfy of others; and (iii) Licensee's other act or failure to act which is actionable (whether negligent, willfirl, reckless, wanton, intentional, or otherwise tortious), or for which sftict, absolute, statutory, or other type of liability may be imposed. 10. Termination. This License may.be terminated as follows: (a) by either Parry, (r) if there is a default of any covenant or rerm of this License by the other Party, which default is not cured within thirry (30) days of receipt of witten notice, provided that the cure period for any monetary default is ten (10) days from receipt of notice, provided further that no default shall be deemed to exist for purposes of this Paragraph if the defaulting Party commences in good faith to rectiff a non-monetary default within such thirry (30) day period and such effors shali be prosecuted to completion with reasonable diligence. During the continuauce of any default after such notice and cure period, the non-defaulting parry may terrrinate this License Qy giving notice of termination to the defaulting parry, and the non-defaulting.Party may exercise any other remedies it may have under this License, at law or in equity; (ii) if Licensee is unable to obtain or maintain any certificate, permit or other approval that may be required by an federal, state or local authority for the use of tte Facilities for their intended pulposes; or (iii) if the Facilities or Licensee's equipmenr are destroyed or damaged and rendered unsuitable for normal use. In such event, all rights aad obligations of the Parties shall cease as of the date of the damage or destruction. X:\apm\AP M\CNSMICRO\CPA3.lic.dm Exhibit No. 4 Schedule No. 11 Attachment M Page 9 of 15 Witness: J. T. Gore O) by Licensee, without further liability hereunder, upon providing notice (t) if, due to changed circumstances, Licensee determines that for technological reasons, the Facilities are no longer suitable for tleir intendedpulpose; or (i1) if Licensee determines that any of its equipmenr cannot be used without interfetence from, or causing any undue interferenee to, other property or equipment in the alea of the properry. (c) by Licensor, if any of the obligations or rights of the Licensor under this Agreement or any supplement are in any way modified, superseded or made unenforceable by operation of law or government regulation 11. Assignment. Licensee or Licensor shall not assign, or permit any other person to operate under the authority of this Agreement, or to otherwise enjoy the benefig hereunder without the prior written consent of Licensor, except the parties may assign this Agreement to any corporation, partnership, or orher entity which is (1) controlled by, coutrolling, or under common control with each purry; or (2) shall merge or consolidate with or into each PartSr; or (3) shall succeed to all or substantially all of the assets, property, and business of each party, so long as any such entity is of equal or zuperior financial sfrength. 12. Entire Agreement. This Agreement, and any other Exhibits, Appendices and Schedules hereto, each of which is deemed a part hereof, constirute the entire agreement and understanding betrveen the Parties and all previous undertakings, negotiations and agreements between the Parties regarding the subject matter hereof are hereby zuperseded. The rights and obligations of each parry thereto are incorporated in this Agreement and the Appendices attached hereto. 13. Notices. Excepi where otherwise provided in ttris Agreement, all notices, requests, demands, and other communieations hereunder shall be in.writing and shall be deemed validly tendered if personally delivered, sent via overnight courier providing proof of service, sent by certified mail, return receipt requested, as follows, or to an), other address that the parry to be notified may designate by like notice to the sender: If to Licensor: X:\apm\A PM\CNS MTCRO\CP43.lic.doc Exhibit No. 4 Schedule No. 11 Attachment M Page10of15 Witness: J. T. Gore Bruce L. Cavender General Manager CNS Microwave, Inc. 1700 MacCorkle Avenue, S.E. P.O. Box 1273 Charleston, West Virginia 25325-1273 If to Licensee: Columbia Gas of Pennsylvania, Inc. 650 Washington R.d. Pittsburgh, P A 15228-27 03 Attn: Robert Burrows L4, Modification; waiver. This Agreement may nor be modif,red nor may any provision be waived without the prior written consent of the Party against whom zuch modification or waiver is or may be asserted. No delay or omission by either Party to exercise any right or power stra11 imFair any such right or powei or be construed to be a waiver tlereof. A waiver of any provision of this Agreement on any Particular occasion shall not constitute a waiver of such provision or any succeeding occasion. Unless stated otherwise, all remedies available under this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available at law, in equtty or otherwise. 15. Governing Law. This Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the Cornmonwealth of Pennsvlvania. X:\apm\APM\CNSMICRO\CPA-3.lic-dc Exhibit No. 4 Schedule No. 11 Attachment M Page 11 of 15 Witness: J. T. Gore IN WITNESS WHEREOF, the parries herero have caused these presents to be signed and attested by their respective corporate officers. ATTEST: CNS MiCROWAVE INC. Philip R.'Aldridge rf t our, tz 13 I1-l ATTEST: Columbia Gas of Pennsylvania, Inc. By:- ,gP Irr' ffi Date: STATE OF COUNTY OF TO-WIT: tr, a Notary Public of said county, do certify that who signed the writing above bearing date the _ day of , 1997, for cNS MICROWAVE INC., a Delaware corporarion, has this day in my said county, before me, acknowledged the said writing to be the acr and deed of said corporation. lsEALI Notarv Public My Commission expires X:\zpm\APM\CNSMICRO\CPA3.lic.doc Exhibit No. 4 Schedule No. 11 Atlachment M Page 12 of 15 Wtness: J. T. Gore I STATE OF couNTY OF_, TO_MT: . I, a NoEry- Public of said county, do certify that signed tle writing above bearing date the _ day of 1997, for ,ilfl :i'i: h:Tfl'"l"I.'"* TI corporation. ri: lsEAL] Notarv Public My Commission expi 10 X:\apm\APtvt\CNSMtCRO\CpA3.tic.doc Exhibit No. 4 Schedule No. 11 Attachment M Page 13 of 15 Witness: J. T. Gore APPENDD( A - PROPERTY DESCRIPTION Bethel Park. PA Site Tower space for a two-way radio antenna (KI.{GY905) for corumbia Gas of pA. Washington. PA Site Tower space for a two-way radio antenna (KGD926) for Columbia Gas of PA (control points at 251 lVest Maiden St., Washingto4 pA. York. FA Site Tower qpace for a two-way radio antenna on the existing 100' self supporting tower. (Connol point at York PA office) X:\apm\APM\CNSMICRO\CPA3.lic.doc Exhibit No. 4 Schedule No. 11 Attachmenl M Page 14 of 15 \Mtness: J. T. Gore APPENDD( B - FACILITIES DESCRIPTION Bethel Park. PA Site This antenna is located at the 200 foot level on the CNS tower at 150 Hillside Drive, Bethel park, PA 1s102. Washineton. PA Site This antenna is located at the 160 foot level on the CNS tower at Columbia Gas Transmission's Washington microwave repeater site about 5 miles west of Washington, pA (latitude 40-l l-47N, longitude 80-19-75W). York. PA Site This is a CPC Cat. # 320-509 Side Mount Antenna approximately 80' on tower 100W VHF Base Station. 11 X:\apn\APNACNSMICRO\CPA3.lic.dm Exhibit No. 4 Schedule No. 11 Attachment M Page 15 of 15 Witness: J. T. Gore APPENDIXC-LICENSEFEE cNS Microwave, Inc. Total Annual operating Expenses (1997 Estimate) + Total cNS Microwave, Inc. Tower Attachments-.| nnual Cost P er Attachme nt $2.7 3 6 ($228 per attachment per month) Annual cost Per Attachment x 3 Total Attaohments: Total Annual License Fee Total Annual License Fee: $920E APPENDD( D - MAINTENANCE DES CRIPTION t". ru ex{n8lnaintenance procedures will be extended without change under ttr-is agreement. tuo{ 13 X:\apm\APM\CNSMICRO\CPA3.lic.doc Exhibit No. 4 Schedule No. 11 Attachment N Page1of11 Witness: J. T. Gore Exhibit B-4 (Rev.) [Date] NISOTJRCE INC. AND SUBSIDIARY COMPANIES INTERCOMPAI\IY INCOME TAX ALLOCATION AGREEMENT WHEREAS, NiSource Inc., a corporation organized under the laws of the State of Delaware ("NiSource") and a registeredholding company under the Public Utility Holding Cornpany Act of 1935 ("Acf'), together with its subsidiary companies, direct and indirect, listed as parties hereto, comprise the members of the NiSource consolidated group which will join annually in the filing of a consolidated Federal income tax rehrm, and it is now the intention of NiSource and its subsidiaries, direct and indirect, (hereinafter collectively referred to as the "NiSource Group"), to enter into an agreement for the allocation of current federal income tores; and WHEREAS, certain members of the NiSowce Group will join annually in the filing of certain consolidated state income ta:< retums (to the extent permitted or requfued under applicable state income tax laws), and it is now the intention of the NiSource Group to enter into an o agreement for the allocation of current state income tal NOW, THEREFORE, each member ("Member") of the NiSource Group does hereby covenant and agree with one another that the current consolidated income tax liabilities of the NiSource Group shall be allocated as follows: ARTICLE I. D efi nitions and Interpretation Section 1.1 Definitions. For all purposes of this Agreement, except as otherwise expressly provided, the fotlowing terms shall have the following respective meanings: 'oAcquisition Indebtefu#'means indebtedness incurred by NiSource or NiSource Finance Corp. ('Finance") to finance the acquisition (including related costs) by NiSowce of all of the issued and outstanding stock of Columbia Energy Group and any renewals or extensions thereof. Acquisition Indebtedness also includes indebtedness incurred by NiSource or Finance for the purpose of refinancing the indebtedness relating Exhibit No. 4 Schedule No. 11 Attachment N . Page 2 of 11 Witness: J. T. Gore to the acquisition (including related costs) of all of the issued and outstanding stock of Columbia Energy Group. 66@" means the Internal Revenue Code of 1986, as amended. "Consolidated Group" means NiSource and all of its subsidiaries which, from time to time, may be included in any (i) federal income tax retum fi1ed by NiSource in accordance with sections 1501 and 1502 of the Code or (ii) Other Rehrm. "Consolidated Rehrrn" means any consolidated federal income tax retum or Other Return filed by NiSoruce whether before or after the date hereof, which includes one or more Members of the NiSource Group in a consolidated, combined or unitary group of which NiSowce is the common parent. "Consolidated Retum Yd'means any period during which NiSource files a consolidated federal income tax retum or Other Return that includes one or more Members of the NiSource Group in a consolidated, combined or unitary Soup of which NiSource is a common parent. "Consol.idated Taxable Income" is the tarable income of the Consolidated Group as computed for federal or state income tar< purposes. "Consolidated Tax Li " means, with reference to any ta:rable period, the consolidated, combined or unitary tax liability (including any interest, additions to tan and penalties) of the Consolidated Group for such ta:cable period (including the consolidated federal income tax liability and other consolidated, combined or unitary liability for Other Ta>ces). "Corporate Taxable Income" means the income or loss of an associate company for a tax year computed as though such company had filed a separate return on the same basis as used in the Consolidated Retum, except that dividend income from associate companies shall be disregarded, and other intercompany transactions eliminated in the Consolidated Return shall be glven appropriate effect. "Designated Offigl4l" means the Vice President, Corporate Tax of NiSource Corporate Services Company or such other official assigned the responsibilities of Vice President, Corporate Tax ofNiSource Corporate Services Company. "Other Retum" means any consolidated, combined or unitary retum of Other Taxes filed by NiSource or another Member of the NiSource Group, whether before or after the date hereof, which covers the operations of one or more Members of the NiSowce Group. "Othe!-Taxes" means any taxes (including any interest and penalties) payable by NiSowce or another Member of the NiSowce Group to the goven:ment of any state, municipal or other political subdivision, including all agencies and instnrmentalities of such government. Exhibit No. 4 Schedule No. 11 Attachment N ff'"""3.::l+ "." 6(Persolr" means any individual, partnership, form, corporation, liniited liability company, joint stock company, unincorporated association, joint venfi[e, trust or other entity or enterprise, or any govemment or political subdivision or agency, department or instiumentality thereo f. "Regulationg" means the Treasury Regulations promulgated under the Code. "S-gpara!9-Bgl4-b" means the tax on the Coqporate Taxable Income of a corporation which is a Member computed for purposes of this Agreement as though such company were not a Member of a consolidated group. Section 1.2 References. Etc. The words "hereof',"herein" and"hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined herein in the singular shall have the same meanings in the plwal artdvice versa. All References herein to any Person includes such Person's successo s and assigns. All references herein to Articles and Sections shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement. For purposes of this Agreement, Finance will not be treated as a Member of the NiSource Group ana m items of income, deduction, loss, credit or any other tax attribute of Finance shall be treated as an item of income, deduction, loss, credit or tax attribute of NiSource. In this Agreement, unless aclear contrary intention appears the word "including" (and with correlative meaning "include") means "including but not limited to". o ARTICLE II. Preparation and_Filing of Tax Returnsl Allocation of Taxes Section 2.l Federal Rehrns. (a) A U.S. consolidated federal income tax retum shall be prepared and filed by NiSource for each taxable year in respect of which this Agreement is in effect and for which the Consolidated Group is required orpermitted to file a consolidated federal income tax return. NiSource and all its subsidiaries shall execute and file such consents, elections and other documents that may be required or appropriate for the proper filing of such retums. (b) (i) The Consolidated Group rvill elect, on a timely basis, in accordance with Code Section 1552(b) and Section 1.1552-1(c)(2) of the Regulations to allocate its consolidated tax liability (other than altemative minimum tax ("AMT") and its related credits) among its Members under the method described in Sections 1.1502-33(d)(3) and 1,.1,552-l(a)Q) commencing with the consolidated taxable year ended December 31,200L. The fixed percentage to be used for purposes of Regulations section 1.1502-33(d)(3xi) is 100%. The general effect of such method is to first allocate the consolidatedtax liability among the Members of the Consolidated Group on the basis of the percentage of the total consolidated tax which the tax of such Member (other than AMT and its related credits) if computed on a separate return basis would bear to the total amount of the taxes (other than AMT and its related credits) for all Members of the group so computed. Then such method allocates an additional amount (the "Tax Benefit Amounf') to each Member up to, butnot greater than, the excess, if any, of its Exhibit No. 4 Schedule No. 11 Attachmenl N Page4of11 Witness: J. T. Gore Separate Retum Ta"r liabilify (other than AMT and its related credits) over the amoirnt allocated to such Member in the previous sentence. The total of the Toc Benefit Amorurts allocated to Members shall result in payments to, and an increase in the eaffrings and profits of, the Members who had items of deduction, loss or credits to which such Ta:< Benefit Amount is attributable. This election is intended to comply with Rule a5(c)(5) under the Act, as modified by Section 2(d) below. (ii) The allocation of the altemative minimum tax liability incuned by the NiSource Group and the resulting minimr.rm tax credit shall be allocated in the manner set forth in Proposed and Temporary Treasury Regulation Sections 1.1502-55. This method generally allocates (i) any AMT paid by the NiSource Group based on the relative separate adjusted AI\47 of each Member and (ii) the minimum tax credit (AI{TC) on the basis of the AMT previously assigned to such Member and assuming that AMTC is utilized on a "fust inlfirst out" methodology, and that to the extent that AMTC arising in one year is not fully utilized, such AMTC is utilized proportionately by the Members previously assigned AMT for that year. (c) Each Member's allocable share of the consolidated income tax liability as determined in Section z.I(b) hereby shall be used in both (i) the determination of each Member's earnings and profits and (ii) determining the amounts to be paid (as provided in Section 3.4 of this Agreement) by Members to NiSource with respect to each Member's share of the Consolidated Group's Tax tiability and payrrents from NiSource to Members with respect to the use of a Member's tax atfributes. (d) (i) The aggregate of all arnounts paid by Members of the Consolidated Group (the "Paying Members") as a result of the excess of each Members' Separate Return Tax liability (as detennined under Section 1.1552-1(a)(2XiD of the Regulations) over the amount allocated to such Member as its share of the Consolidated Tax Liability under Code Sectionl5l2 (i.e., the Tax Benefit Amount) shall be paid by NiSource to the other Members (the "Loss Members") which had tax deductions, losses and credits to which such payments by the Paymg Members are attributable. The apportionment of such payments among Loss Members shall be in a manner that reflects the Consolidated Group's absorption of such tax attributes in the manner described in Section z.I(e) below. The payments to the Loss Members for their tax attributes shall be pursuant to a consistent method which reasonably reflects such items of loss or credit (such consistency and reasonableness to be determined by the Designated Official). (ii) Notwithstanding the provisions of section 2.1(d)(i), the Tax Benefit Amount allocated to NiSource and paid to NiSource as a result of its being a Loss Member shall be limited to its Tax Benefit Amount determined without regard to this section 2.l(bxii) multiplied by a fraction, the numerator of which is NiSource's interest deduction attributable to Acquisition Indebtedness, and the denominator of which is the sum of all of NiSource's deductions. The podion of NiSource's Tax Benefit Amount which cannot be allocated and paid to NiSource due to the operation of this Section shail be reallocated to Paying Members of the Consolidated Group otber than NiSource in accordance with the principles contained in section 2.l(bxi). Exhibit No. 4 Schedule No. 11 Attachment N Page5of11 Witness: J. T. Gore (e) In apportioning the payments to Loss Members for the Tax Benefit Amount pursuant to Section 2.1(d) hereof: (i) any consolidated net operating loss ("NOL') shall be allocated among the group Members pursuant to Regulations Section I.1502-21b). To the extent the consolidated NOL is carried back, any Member's individually allocable NOL shall be deemed carried back and utilized in proportion to the amount that the Member's NOL bears to the consolidated NOL. Analogous principles shall apply in the case of NOL carryforwards; (ii) with respect to each type of credit used to offset all or a portion of the Consolidated Tax Liability otherwise payable, such credit shall be allocated a:nong the Members by crediting to each Member an amount of credit which that Member would have available to utilize on a separate retum basis in a manner consistent with the method set forth in Section 2. 1(eXi) above. (iiD the cost of any credit recapture which results in the payment of tax shall be specifically allocated to the Member whose credit is recaptured determined in a manner consistent with the provisions of Section 2.1(e)(i) above. (0 The allocation of tax shall be subject to firther adjustment from time to time on account of the payment of additional tax or the receipt of a refund attributable to either the filing of an amended return or on account of the results of an audit conducted by the Internal Revenue Service or other relevant taxing authority. Section 2.2 Other Taxes. (a) NiSource will prepare and file (or cause to be prepared and filed) all returns of Other Ta: (b) Each Member of the NiSource Group that does not file an Other Retum together with any other Member of the NiSource Group shall be solely responsible and obligated to pay the tax liability with respect to such return from its own funds. Such returns shall be prepared and filed by NiSource or the Member fi1ing the Other Retum. (c) If any Member of the NiSource Group is required to file a combined, consolidated or unitary return for Other Taxes with another Member of the NiSource Group, but not with NiSource (an "Other Ta>res Subgroup"), then NiSource shall have the rights, powers and Exhibit No. 4 Schedule No. 11 Attachment N Page6of11 Witness: J. T. Gore obligations to file such tax retums and apportion among and, coilect and remit from, the applicable Members such Other To Section 2.3 Member Tax Infonnation. The Members of the Consolidated Group shall submit the tax information requested by the Designated Of6cial of NiSource in the manner and by the date requested, in order to enable the Designated Official to calcuiate the amounts payable by the Members pursuant to Article 3 hereof. *.,n u,r.u r" Ilt"r::,:t: uo,, * ur-.' o "o,,0 -o Section 3.1 Responsibility. Assuming the Members of the Consolidated Gr_oup have fulfilled their obligations pursuant to this Article III, then NiSource will be solely responsible for, and will indemnify and hold each Member of the Consolidated Group harmless with respect to, the payment of: (a) the Consolidated Tax Liability for each taxable period for which, as determined under Section 2.1 hereofl NiSource filed a Consolidated Retum or should have been filed; and (b) any and all Other Taxes due or payable with respect to any Other Retum which is filed by NiSource or should have been filed. Section 3.2 Federal Tax Payments. (a) With respect to each Consolidated Retum Year, the Designated Official of NiSowce shall estimate and assess or pay to Members of the Consolidated Group their share of estimated ta:< payments to be made on a projected consolidated federal income tax retum for each year. In making this determination, NiSource shall elect a method for deterrrining estimated ta:< and each Member shall follow that method; plevided, however, under no circumstances shall a Loss Member be paid any amount described in Section 2.1(d) until a date after which NiSource has filed the Consolidated Retum for such Consolidated Return Year. Such Members will pay, to NiSource or be paid by NiSource, such estimates not later than the 15th day of the 4tn,6tn,9th and 12th months of such Consolidated Retum Year, With respect to any extension payment, the Designated Official of NiSource shall estimate and assess or pay to Members of the Consolidated Group their share of such extension payment. The difference between (1) a Member's estimated tax payments used for computation of the quarterly estimated payments plus their extension payments and (2) such Member's actual Tax Liability for any Consolidated Return Year as deterrrined under Section 2.1(b) hereof, shali be paid to NiSource or by NiSource within sixty (60) days after the filing of the consolidated federal income ta:< retum. O) NiSource shall have sole authority, to the exclusion of all other Members of the Consolidated Group, to agree to any adjustnent proposed by the Internal Revenue Service or any other taxing authority with respect to items of income, deductions or credits, as well as interest or penalties, attributable to any Member of the Consolidated Group during any Consolidated Retum Year in which such Member was a Member of the Consolidated Exhibit No. 4 Schedule No. 11 Attachment N Page7of11 Wtness: J. T. Gore Group notwithstanding that such adjustment may increase the amounts payable by Members of the Consolidated Group under this Section 3.2 or Section 3.3 hereof. In the event of any adjustment to the Consolidated Tax Liability relating to items of income, deductions or credit, as well as interest or penalties, athibutable to any Member of the Consolidated Group by reason of an amended retum, claim for refund or audit by the Internal Revenue Service or any other taxing authority, the liabilify of all other Members of the Consolidated Group under paragraphs (a) of this Section 3.2 or Section 3.3 hereof shall be redetermined to give effect to such adjustnent as if such adjushnent had been made as a part of the original computation of such liability, and payment from a Member to NiSource or by NiSource to a Member, as the case may be, shall be promptly made after any payments are made to the Internal Revenue Service or any other taxing authority, refunds received or final determination of the matter in the case of contested proceedings. In such event, any payments between the parties shall bear interest at the then prevailing rate or rates on deficiencies assessed by the Intemal Revenue Service or any other relevant taxing authority, dwing the period from the due date of the Consolidated Retum (determined without regard to extensions of time for the filing thereof) for the Consolidated Return Year to which the adjustments were made to the date of pay'rnent. Section 3.3 Other Ta:c Palnnents. Payments by a Member with respect to Other Taxes and required estimates thereof for which any other Member has joint and several liability shall be calculated and made by or to such Member in the same manner as that provided in Section 3.2. The principles set forttr in Section 3.2 governing the determination and adjustment of paynents as well as the method of payment to or from such Member with respect to federal income taxes shall be equally applicable in determining and adjusting the amount of and due date ofpayments to be made to or from such subsidiary with respect to Other Taxes and estimates thereof. Each Member shall pay, directly to the appropriate laxing authority, all taxes for which such Member is tiable and for which no other Member has joint or several liabilify. Section 3.4 Pa),rment Mechanics, (a) Any payments to be made by a subsidiry of NiSonrce pursuant to Section 2.L,2.2,3.2 or 3.3 hereof shall be made by such subsidiary to NiSource by either promptly crediting as an offset against amounts owed to such Member by NiSource or to the extent no amounts are owed to such Member by NiSource, by cash palnnents to NiSource. To the extent any payments are to be made to a subsidiary with reqpect to the use of such subsidiary's ta:r attributes by the Consolidated Group pwsuant to Section 2.t,2.2,3.2 or 3.3 hereof; NiSource shall make such payment to such subsidiary by either promptly crediting as an offset against amounts owned by such Member to NiSource, or to the extent no amounts are owed to NiSource by such Member, by cash paynents to the Member. O) Tax payments by NiSource with respect to any Consolidated Tax Liability shall be paid by NiSource and shall be debited to the Member of the Consolidated Group for their respective shares of such Consolidated Tax Liabilify as determined pursuant to Article II hereof. Tax Refiinds received by NiSowce with respect to any ConsolidatedTax Liabilify, shall be paid by NiSource to the Member of the Consolidated Group entitled to such Tax Refund. as determined. s:i:T"t"'': ,, Attachment N Page8of11 y'Vitness: J. T. Gore (c) NiSource shall be responsible for maintaining the books and records reflecting the intercompany accounts reflecting the amounts owned, collected and paid with respect to Taxes pursuant to this Agreement. (d) NiSowce may delegate to other Members of the Consolidated Group responsibilities for the collection and disbrusement of monies as required under this Agreement as well as responsibilities f6l srainfaining books and records as required under this Agreement. Section 3.5 Administation. The provisions of this Agreement shall be administered by the Designated Official of NiSource. The interpretations of this Agreement by the Designated Official ofNiSource shall be conclusive. ARTICLE TV. Miscellaneous Provisions Section 4.1 Effect. The provisions hereof shall fix the rights and obligations of the parties as to the matters covered hereby whether or not such are followed for federal income ta:c or other purposes by the Consolidated Group, including the computation of earnings and profits for federal income tax purposes. Section 4.2 Effective Date and Termination of Affiliation. This Agreement shall be effective with respect to all taxable years ending on or after January 1,2001, in which any subsidiary of NiSource is a Member of the Consolidated Group for any portion of the tax year. In the event that a party to this Agreement ceases to be a Member of the Consolidated Group, the rights and obligations of such parly and each other parfy to this Agreement shaJl survive, but only with respect to taxable years including or ending before the date such parfy ceases to be a Member of the Consolidated Group. .Section 4.3 Notices. Any and all notices, requests or other communications hereunder shall be given in writing (a) if to NiSource to Attention: Vice President, Tax, Facsimile Number: 219-647-6177 and (b) if to any other person, at such other address as shall be fumished by such person by like notice to the other parties. Section 4.4 Expenses. Each party hereto shall pay its own expenses incident to this Agreement and the kansactions contemplated hereby, including all legal and accounting fees and disbursements. Section 4.5 Benefit and Burden. This Agreement shall inure to the benefit o4 and shall be binding upon, the parties hereto and their respective successors. Exhibit No. 4 Schedule No. 11 Attachment N Page9of11 Witness: J. T. Gore Section 4,6 Amendments and Waiver. No amendment, modification, change or cancellation of this Agreement shall be valid unless the same is in writing and signed by the parties hereto. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person against whom that waiver is sought to be enforced. The failure of any parly at any time to insist upon strict performance of any condition, promise, agteement or understanding set forth herein shall not be construed as a waiver or relinquishment of the right to insist upon strict performance of the same or any other condition, promise, agteement or understanding at a future time. Section 4.7 Assiguments. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by anyparby hereto and any attempt to do so shall be null and void. Section4.8 Severabilitv. Theinvalidityorunenforceabilityofanyparticularprovision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. Section 4.9 Entire Aereement. THIS AGREEMENT SETS FORTH ALL OF TIm PROMISES, AGREEMENTS, C ONDITTONS' UNDERS TAI\DINGS, WARRANTIES AND REPRESENTATIONS AMONG TIIE PARTIES WITII RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND SUPERSEDES ALL PRIOR AGREEMENTS, ARRANGEMENTS AND UNDERSTA}IDINGS BETWEEN TITE PARTIES HERETO, WHETIIERWRITTEN, ORAL OR OTHERWTSE. TmRE ARE NO PROMISES, AGREEMENTS, CONDITIONS, UNDERSTANDINGS, WARRANTTES OR REPRESENTATIONS, ORAL OR WRITTEN, E)GRESS OR IMPLIED, AMONG THE PARTIES EXCEPT AS SET FORTH HEREIN. Section 4.10 Applicabte Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDAIICE WITH TIIE LAWS OF TITE STATE OF INDIANA. Section 4.11 Counterparts. This Agreement maybe executed in one or more counterparts, each of which shall constitute an original and together which shall constitute one instrument. The parties hereto specifically recognize that from time to time other corporations may become Members of the Consolidated Group and hereby agree that such new Members may become Members to this Agreement by executing a copy of this Agreement and it willbe effective as if all the Members had re-signed. Section 4.12 Attomeys' Fees. If any Member or fonner Member hereto commences an action against another parfy to enforce any of the terms, covenants, conditions or provisions of this Agreement, or because of a default by a parfy under this Agreement, the prevailing party in any such action shail be entitled to recover its costs, expenses and losses, including attorneys' fees, incurred in connection with the prosecution or defense of such action from the losing patty. exninii No. 4 Schedule No. 11 Attachment N Page10of11 Witness: J. T. Gore Section 4.13 No Third Parf.v Rights. Nothing in this Agreement shall be deemed to create any right in any creditor or other person or entity not a parfy hereto and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third parfy. Section 4.14 Further Documents. The parlies agree to execute any and all documents, and to perfonn any and all other acts, reasonably necessary to accomplish the purposes of this Agreement. Section 4.15 Headings and Captions. The headings and captions contained in this Agreement are inserted and included solely for convenience and shall not be considered or given any effect in construing the provisions hereof if any question of intent should arise, Section 4.16 Departing Members (a) In the event that any Member of the NiSource Group at any time leaves the NiSource Group and, under any applicable statutory provision or regulation, that Member is assigned and deemed to take with it all or a portion of any of the tax attributes of the NiSource Group (including but not limited to NOL, credit carry forwards, and AMTC carry forwards), then to the extent that the amount of tax atfributes so assigned differs from the amount of such attributes previously allocated to such Member under this agreement, the departing Member shall appropriately settle with the NiSource Group. Such settlement shall consist of payment (1) on a dollar for dollar basis for all differences in credits, and, (2) in the case of NOL differences (or other differences related to other deductions), in a dollar amount computed by reference to the amount of NOL multiplied by the applicabie taxrate reiating to such NOL. Tbe settlement paynent shall be paid to NiSource within sixty days after the Member leaves the NiSource Group. The settlement amounts shall be allocated among ths lemaining Members of the NiSource Group in proportion to the relative level of attributes possessed by each Member and the attributes of each Member shall be adjusted accordingly. (b) Upon the departure of any Member from the NiSource Group, such Member shall allocate its items of income, deduction, loss and credit between the period that it was a Member of the MSource Group and the period thereafter based upon a closing of the books methodology allowed under Treasury Regulation Section LL502-76(b)(2). The difference between (1) its prior estimated taxes or payments of Tax Benefit and (2) the amount of taxes due or payments of Tax Benefit due to that Member, shall be appropriately settled on the day such Member leaves the NiSource Group or on an alternative date mutually agreeable in writing to the NiSource Group and the departing Member. Exhibit No. 4 Schedule No. 11 Attachment N Page11of11 Witness: J. T. Gore O E)GCUTED as of the date and year firct above written. By: Printed Name: Title: t. l By: Printed Name: Title: fsignatures continued] Exhibit No. 4 Schedule No. 11 Attachment O Page 1 of 14 Witness: J. T. Gore "=.1.! aa*.! i tt NISouncB Ixc. !;li,.* Svsrnu Moxry PooL AcF"EEMENT iq This Sysrnu Mowev Poor Acnsnr,rnNr (this "Agreement") is dated as of , 2007 and is entered into by and arnong NISouncB INc. ("NiSource"), a Delaware corporation and a registered holding company under the Public Utility Holding Company Act of 1935, as amended (the "Act"), MSouncn FwaNce CoRp., an Indiana corporation and wholly-owned subsidiary of NiSowce ("NiSource Finance"), CoLUtr[B[A ExeRcv GRout, a Delaware corporation and wholly.owned subsi{iary of NiSource ("Columbia Energy"), NISouncB Cnplrar Mnru Rpcrr,q,Ls The Eligible Borrowers from time to time have need to borow funds on a short- term basis. Some of the Parties from time to time are expected to have funds available to invest on a short-term (less than one year) basis. The Parties desire to establish a pool of funds (the "system Money Pool'), to be administered by the Administrative Agent (defined below), to coordinate such invesfrnents and bonowings in order to provide for certain of the short-term cash and working capital requirements of the Eligible Borrowers. Now TrnrcnoRE, in consideration of the premises and the mutual promises set forth in this Agreement, the Parties agree as follows: Anrrclnl INvnsrunNTS AlrD Bonnowncs Section 1.1. Investments in System Money Pool. Each Party will determine each day, on the basis of relevant factors determined in such Party's sole discretion, the amourt of funds it has available to invest in the.System Money Pool, and will invbst such funds in the System Money Pool. The amount of each Parfy's investments in the System Money Pool shall be evidenced by the records of the Administrative Agent, which shall be conclusive and binding upon all Parties. Each Party may withdraw any of its invested funds from the System Money Pool at any time upon notice to the Administrative Agent. Section 1.2 Rights to Borrow. All short-term borrowing needs of the Eligible Borrowers may be met by funds in the System Money Pool to the extent such funds are Exhibit No. 4 Schedule No. 11 Attachment O Page2 oI 14 -2- Witness: J. T. Gore available. Each Eligible Bonower shall have the right to make short-term bonowings from the System Money Pool (each a "loan" or a "borrowing") from time to time, subject to the availability of funds and the limitations and conditions set forth in this Agreement and in the applicable orders of the Securities and Exchange Commission ("SEC"). Each Eiigible Borrower may request loans from the System Money Pool from time to time dwing the period from the date of this Agreement until this Agreement is terrrinated by written agreement of the Parties; provided, that the aggregate amount of all loans requested by any Eligible Borrower under this Agreement shall not exceed the applicable borrowing limits set forth in applicable orders of the SEC and other regulatory authorities, resolutions of such Eligible Borrower's shareholders and Board of Directors, such Eligible Borrower's goveming corporate documents, and agreements binding upon such Eligible Borrower. No loans thiough the System Money Pool will be made to, and no borrowings through the System Money Pool will be made by, NiSource, NiSource Finance, NiSource Capital Markets or Columbia Energy. Section 1.3. Source of Funds. (a) Funds will be available tbrough the System Money Pool from the following sources to be loaned to the Eligible Borrdwers from time to time: (i) surplus fi.urds in the treasuries of the Parties, and (ii) proceeds received by NiSoruce Finance from the sale of commercial paper, borrowings from banks and other lenders, and'other financing asangements ("External Fundsl'), in each case to the extent permitted by apptcable laws and regulatory orders. Funds will be made available from such sources in such order as the Administrative Agent may determine will result in a lower cost of borrowing to Eligible Borrowers borrowing from the System Money Pool, consiste,nt with the individual bonowing needs and financial standing of the Parties investing firnds in the System Money Pool. (b) Borrowing Parties will be deemed to borrow fun$s in the System Money Pool pro rata from each investing Party in the proportion that the total amount invested by such investing Party bears to the total amounJ then invested in the System Money Pool. On any day when more than one source of funds invested in the System Money Pool (e.g., surplus treasury firnds of Nsource and otherParties ('Tnternal Funds") and Extemal Funds);with different rates of interest, is used to make loans through the System Money Pool, each borrowing Party vrill be deemed to borrowpro rata from each source of funds in the same proportion that the amount of funds invested by that source bears to the total arnount of firnds invested in the System Money Pool. ' Section 1.4. Interest. (a) Borrowings from the System Money Pool shall accrue interest on their unpaid principal amount from the respective dates of such borrowings until such principal amount shall be paid in full. Investrnents of funds in the System Money Pool shall accrue interest on the unpaid principal amount of such investments from the respective dates of such investments until such principal amount shall be repaid in full. Interest shall be payable monthly in a:rears and upon payment (including prepayment) in full of the unpaid principal amount of the Ioan or investment, as applicable. Exhibit No. 4 Schedule No. '1 1 Attachment O Page 3 of 14 Witness: J. T. Gore -3- O) The interest rate for all borrowings from and investments in the System Money Pool shall be an interest rate (the "Composite Rate"), determined monthly, equal to the weighted average daily interest rate on (i) short-term extemal borrowings by NiSource Finance plus (ii) earnings on extemal investrnents by NiS.ource Finance. Section 1..5. Certain Costs. The cost of compensating balances and/or commitment fees paid to banks to maintain credit lines by Parties investing External Funds in the System Money Pool shall initially be paid by the Party maintaining such credit line and shall be reported promptly to the Administrative Agent. These costs shall be refroactively allocated every month among the Eligible Borrowers based on the NiSource Corporate Services Convenience Billing Formula, which assigns such costs to all Eligible Borrowers based on a percentage that is determined by dividing the internal bonowing authorization of e'ach Eligible Borower by the totai internal bonowing authorizations of all Eligible Bonowers. ; Section 1.6. Repayment. Each Eligible Borrower receiving a loan urider this Agreement shall repay the principal amount of such loan, together with all interest accrued on such loan, on demand and in any event within one year of the date on which such loan was made. All loans made through the System Money Pool may be prepaid by the borrower without premium or penalty and without prior notice Section 1.7. Form of Loans to Parties. Loans to the Eligible Borowers tlrough the System Money Pool will be made pursuant to open-account advances; provided,that each P4rty investing firnds in the Systern Money Pool shall at all times be entitled to receive upon demand one or more promissory notes evidencing any and all investnents by such Parb/" Any such note shall: (a) be substantially in the form attachedas Attachment C to this agreement, (b) be dated as of the date of the initial bonowing, and (c) mature on demand or on a date agreed by the Parties to the tansaction, but in any event within one year after.the date of the applicable borrowing. Anrrcr.nII OrBru,uox Or SvsrnuMoxpY Poor, Section 2.1 The Administrative Agent. NiSowce Corporate Services Company is appointed to be adminishative agent for the System Money Pool (the "Administrative Agenf') with the duties prescribed in this Agreement. The Administrative Agent shall perform its duties under the authority of the appropriate officers of the Parties. Section}.Z. Duties of the Administrative Agent. The Administrative Agent shall be responsible for the determination of all appiicable interest rates and charges to be applied to advances outsiandin g at arry time under this Agreement, shall maintain records of ali advances, interest charges and accruals, and interest and principal palmr.ents for purposes of this Agreement, and shall prepare periodic reports as to such matters for the Parties. Separate records shall be kept by the Administrative Agent for the System Money Pool established by this Agreement and any other money pool administered by it. Exhibit No. 4 Schedule No. 11 Attachment O Page 4 ot 14 Witness: J. T. Gore -4- Section 2.3. fnvestment of Surplus Funds in the System Money Pool. Funds invested in the System Money Pool that are not requfued to fund System Money Pool loans (with the exception of firnds required to satisff the System Money Pool's liquidity requirements) will ordinarily be invested in one or more short-term investments, including: (i) obligations issued or guaranteed by the U.S. government and/or its agencies and instrumentalities; (ii) commercial paper, (iii) certificates of deposit, (vi) bankers' acceptances, (v) repurchase agreements, (vi) tax exempt notes, (vii) tax exempt bonds, (viii) tax exempt prefened stock, and (ix) such other investrnents as are permitted by Section 9(c) of the Act and Rule 40 under the Act. Section 2.4. Allocation of Interest Income and Investment Earnings. The interest income and other investnent earnings earned by the System Money Pool from loans to Eligible Bonowers and investment of surplus funds will be allocated by the Administrative Agent among the investing Parties in accordance with the proportion each investing Party's investment of funds in the System Money Pool bears to the total amount of frrnds invested in the System Money Pool and the cost of any Extemal Funds provided to the System Money Pool by NiSource Finance, Interest income and other inveshnent eamings will be computed on a daily' basis and settled once per month. Section 2.5. Event of Default. If any Party shalt generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts gdnerally, or shall make a general assignment for the benefit of creditors, or if any proceeding shall be instituted by or against any Pafiy seeking to adjudicate it a banlcupt or insolvent, tlen the other Parties may declare the unpaid principal a:nount of any loans to such Party, and all interest on such loans, to be due and payable and all such a:nounts shall become due and payable immediately. Section 2.6. Determinations by Administrative Agent are Conclusive. The Administative Agent is required or authorized by this Agreement .to make various determinations, allocations and administrative decisions. When made by the Administrative Agent, all of sueh determinations, allocations and administrative decisions shall be conclusive and binding upon each of the Parties. Anucm III Mrscpr,r,axnous Section 3.1. Amendments. No arnendment to this Agreement shafl be adopted except in a writing executed by the Parties. Section 3.2. Legal Responsibility. Parties strall not be liable for the obligations of any other Party under this Agreement. The rights, obligations and liabilities of the Parties under this Agreement are several in accordance with their respective obligations, and not ioint. Exhibit No. 4 i Schedule No. 11 i r Atlachment O ' Page 5 of 14 Witness: J. T. Gore -5- o Section 3.3. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Indiana. [Signature Page FollowsJ Exhibit No. 4 Schedule No. 11 Attachment O Page 6 of 14 Witness: J. T. Gore -6- Ix WnxBss WHEREoF, the undersigned companies have duly caused this document to be signed on their behalf on the date first written above by the undersigned thereunto duly authorized. NrSouncn INc. By: Name: Title: NrSouncr F N,c.Ncn CoRP. . By: Name: Title: NrSouncn Clpnu. M.q.RKErs. INc. By: Name: Title: Cor,uprnra ENBncy Gnoup By: Name: Title: [Srcuerunrs oF OrHER PARTTES] Exhibit No. 4 Schedule No. '11 Attachment O PageT oI14 Witness: J. T. Gore ATIaCHMENTA. o (to System Money Pool Agreement) ligible Borrowers participating in System Money Pool NiSource Corporate Services Company Northem Indiana Public Service Company Kokomo Gas & Fuel Company Northem IndianaFuel & Light Company,Inc. Bay State Gas Company Northern Utilitiqs; hc. NiSource Pipeline Group; Inc. Primary Energy,Inc, Energy USA, Inc. (an Indiana corporation) Energy USA-TPC Corp. Energy US,\ Inc. (a Massachusetts corporation) NI Energy Services, Inc. Crossroads Pipeline Company NiSource Development Company, Inc, NiSource Energy Technologies, Inc. rWC Resources Corporation SM&P Utility Resowces, Inc. o Columbia Gas of Kentucky,Inc. Columbia Gas of Maryland,Inc. Columbia Gas of Ohio, hrc. Columbia Gas of Bennsylvani4Inc. Colunbia Gas ofVirgini4Inc. r Columbia Gas Transmission Corporation Columbia Gulf Transmission Company Hawg Hauling & Disposal,Inc. Alamco-Delaware, Inc. Columbia Assurance Agency, Inc. Columbia Accounts Receivabie Corporation Columbia Electric Remainder Corporation Colurnbia Energy Group Capital Corporation Columbia Transmission Communications Corporation Columbia Atlantic Trading Corporation Columbia Natural Resources Canada, Ltd. Columbia Deep Water Services Company Columbia Energy Resources, Inc. Columbia Energy Services Corporation Columbia Insurance Corporation, Ltd. Columbia LNG Corporation Columbia Natural Resources. Inc. io CP Holdings,Inc. Exhibit No. 4 Schedule No. 11 Attachment O -2- Page 8 of 14 Witness: J. T. Gore Columbia Pipeline Corporation Columbia Energy Power Marketing Corporation Columbia Energy Retail Corporation Coluurbia Service Partners, Inc. Columbia Propane, L.P. Exhibit No. 4 Schedule No. 11 Atlachment O -?_ Page I of 14 Witness: J. T. Gore ArrlcnunxrB v (to System Mouey Pool Agreement) Parties that are not Eligible Borrowers NiSource lnc. NiSource Capital Markets, Inc. NiSource Finance Corp. Coiumbia Energy Group o Exhibit No. 4 Schedule No. 11 Attachment O Page 10 ot 14 Witness: J. T. Gore Arracnunnr C (to System MoneY Pool Agreement) Fonu Or Svsrpu MoxPY Pool,NorE [Date] $ (See attached schedule for principal amount outstanding at any time.) FoR VeLue Rncuvno, the u:rdersigned, - ' . ,(the:!Company"), unconditionally prornises to pay to the order of (the "Lender"), on demand, or on a date agreed to by the Company and the Lender (but in any case less than one year from the date of the applicable bonowing), at the offices of . l: : in lawful money of the United States of America and in immediately available funds, the aggregate unpaid principal arnount of all loans (that are posted on the schedule annexed to this Note and made a part of this Note) made by the Lender to the Company through the NiSource Inc. System Money Pool (the "system Money Pool") pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holdin$ Company Act of 1935, as amended. The Company firther agrees to pay in like money at such office accrued interest on the unpaid principal amount of this Note from time to time from the date of the applicable bonowing at an interest rate determined monthly by NiSource Corporate Services Company, in its capacity as adminisfiator of the System Mohey Pool, to be equal to the Composite Rate (as o defined in the System$oney Pool Agreement, dated as of 2001, among the Company, the Lender and the other parties to it). Interest shall be payable monthly in arears and uponpayment (including prepaynent) in fuIl of the unpaid principal amount of this Note. This Note shall be govemed by, and construed and interpreted. in accordance with, the laws of the State of Indiana. . Ix WtrNnsS Wunnror, the undersigned, pursuant to due authorization, has caused this Note to be executed in its name and on its behalf by its duly authorized officer. ICowew] By: Name: Title: Exhibit No. 4 Schedule-No. 11 cl, O O m .$Sachment O .feige 11 of 14 -i CN ffiness: J. T. Gore r'"1 rn.f, P.:l'r- I Money Pool Petition <. .l 1t irt o Overview of NiSource Money Pool ,i i..- rc C-) €t '5 CJ lie 5 'cJ1 The NiSource, Inc. System Money Pool Agreement (the "Money Pool") is aFontraffial arrangement arnong NiSouce, lnc. and its subsidiary companies (the i'subsidiaries'fitogether, the "System"), approved by the Securities and Exchange Commission (the "Commission") pusuant to the Public Utility Holding Company Act of 1935, which pennits efficient short-term financing and investing by pooling temporary excess cash of the Subsidiaries and NiSource. As participants-in the Money Pool, Subsidiaries which have temporary excess cash ("Lenders') deposii such firrds in the Money Pool. Money Pool fi.rnds may be invested in a portfolio of high- q,rality short-term securities- or lent to other Subsidiaries ("Borrowers') on a short-tenn basis.. All companies in the Syg-tem participate in the Money Pool, although NiSource and certain of the , Subsidiaries participate only as Lenders, Each Subsidiary's'cash position and the resultant amounts of its deposits or required borrowings, if any, are determined and tracked individualiy, on adaily basis. The Money Pool is administered by NiSource Corporate Services, Inc. Funds are -consolidated through bank accounts maintained by NiSo.urce Corporate Services, Inc. antl, to the 'extent thpt ttr" L'enders' deposits exceed the Borrowers' requirements, funds are invested in a portfolio'of high quaiity short-term secr.rities for the benefit qf the Lenders, At any, time when the Borowers' requirements exceed the Lenders' temporary excess cash balances, NiSowce, through'its NiSource Finance Corp. subsidiary, borrows the required funds extemally and then deposits these funds into the Money Pool. At no time does NiSource, lnc. or NiSource Finance Corp. bonow from the Money Pool or from any Subsidiary. The interest rate charged to Borrowers from the Money Pool and paid to Lenders for deposits to the Money Pool (the Money Pool Rate') is equal to the composite weighted avorage rate on ali NiSource Finance Corp. short-term borrowing transactions and-/or the Money Pool Invesfrnent rate. Therefore, during a given month, there could be any combination of NiSource Finance Corp. borrowings and invesfinents. The Money Pool Rate would be the composite of those tansactions. In this manner,.Money Pool Lenders receive an atfactive relutn on their temporary excess cash investments, and Borrowers are charged a cost-effective interest rate on theirbonowings. NiSource temporary-of excess funds and Money Pool funds to the extent that such funds exceed the requirements the Borrowers, are invested in accordange with Short-Term Invesftnent G-uidelines (the "Guidelines") approved !y ttre NiSource Chief Financial Officer. When there are both Lenders (including NiSource) and Borrowers in the Money Pool ai the same time, funds of each Lender are allocated pro rata to each Borrower. A11 borrowings and deposits through the Money Pool are documented in the records of the individual participants. Exhibi!No: 4 Schedule No. 11 Attachment O Page 12 ot 14 Witness: J. T. Gore Currently, the borrowing and investment positions of all Coiumbia money pool participants are consolidated or pooled into one money pool netting account held at PNC Bank in the name of Columbia Energy Group Service Corp. Once the required regulatory approvals are secured to expand the Columbia Money Pool to incorporate "old NiSowce" subsidiaries, this netting account will reside within NiSource Corporate Seruices. The borrowing and investment positions of all Money Pool parficipants will then consolidated into the NiSource Corporate Services netting account. Exhibit No. 4 Schedule No. 11 Attachment O Page 13 of 14 Witness: J. T. Gore o Benefits of NiSource/Columbia Monev Pool - Enterprise-wide pooling of cash balances to reduce external borrowings. This improves credit ratios and reduces bonowing costs for all NiSource entities. - Creates an Internal bank for subsidiaries. This reduces administrative costs and achieves a lower cost of funds for all NiSowce entities. - Reduced extemal borrowings resulting from money pool utilization represents a net cost savings versus maintaining investnent balances at the subsidiary level. 'Money pooi automates funds flow tbroughout the'enter enterprise by upstreaming all cash balances via zero balance bank accounts. - Money pool system automates accounting entry generation via Treasury Workstation platform. - Money pool system is flexible and scalable. Money pool interest rates advantageous to both lenders and borrowers. Intereompany financing (short-term) among virtuatly all of NiSowce's subsidiarieb would be facilitated by one mechanism - the money pool. Extemal financing activity in o the commercial paper and bank ciedit market is conducted by only one entity - NiSow:e tirnance uorp. Enterprise-wide cash concentration and cash manAgement is optimized, as the entire enterprise's daily cash position flows upstrea:n into the money pool. Daily borrowing decision, and therefore prieing, is optimized at the money pool or parent level' - Intercompany transactions among money pool.participants are settled via "book entry,'? clearing against the money pool account. Intercompany movement of cash is therefore no longer necessary. Transactional cost savings result- Money pool system withinResource I.Q. captures all cash and non-cash VC transactions, and creates a "daily operations report" that the respective accounting deparhrents can book to the generai ledger. Exhibit No. 4 Schedule No. 11 Attachment O Page 14 of 14 Witness: J. T. Gore Financial Benefits from Money Pool Utilization The Money Pool strcture generally eliminates excess cash balances and external short- term investments at the subsidiary level. This is because excess cash balances of subsidiaries are pooled as Investments into the money pool where sub.sidiaries needing to bonow firnds have access to these investment balances via the money pool. This has the beneficial effect of reducing extemal borrowings at the parent-holding company level. . Since the parent company's incremental borrowing rate is invariably higher than investrnent rates for either the parent cjr its subsidiaries, interest cost savings from the reduced level of external borrowings more than offsets forgone investment income at the subsidiary level. For example, the average borrowing rate for the Columbia Energy Group Money Pool during caiendar 2000 was 6.84yo, while the average inveshnent rate was 5.78%. Appiytng this interest rate differential to the current investment balances in the CEG money'pool ($275,869,793) results in an annualized interest cost savings (net of forgone interest income) of $2.9 million. ,-"orsrso,., Exhibit No. 4 Schedule No. 11 Attachment P Page 1 of 5 Wtness: J. T. Gore T/qq S|ERVICE AGREEMENT NO. Jq C;ONTROL NO. 2004.05.17-001 I FTSI SERVICEAGREEMENT THIS AGREEMENT, made and entered into this ot Jtfk*J**., aoq* ny and between: -d0", Columbia Gulf Transmission Company ("Transported') AND Columbia Gas Of Pennsylvania, Inc. ("ShipPe/) WTNESSETH: That in consideration of the mutual r:ovenants herein contained, the parties hereto agree as follows: Section 1. Service_to be Rendered. Transporter shall perform and Shipper shall receive the service in accordance with the provisions of the effective FTSI Rate Schedule and applicable General Terms and Conditions of Transporter's FERC Gas Tariff, Second Revised Volume No. I (Tariff), on file with the Federal Energy Regulatory Commission (Commission), as the same may be arnended or superseded in accordance with the rules and regulations of the Commission herein contained, The rnaxirnum obligations of Transpofter to deliver gas hereunder to or for Shipper, the designation of the poirrts of delivery at which Transporter shall deliver or cause gas to be delivered to or for Shipper, and the points of receipt at v+hich the Shipper shall deliver or cause gas to be delivered, are speciied in Appendix A, as the same may be amended ftom time to time by agreement between Shipper and Transporter, or in accordance with the rules and regulations of the Commission. Service hereunder shall be provided subject to the provisions of Fart 284. 223 of Subpart G of the Commission's regulations. Shipper wanants that service hereunder is being provided on behalf of Shipper. $-ection 2. Term. Service under this Agreement shall (tommence as oflr;sysmber 1, 2004, and shalf continue in .tull force and effect until October 91. ZO1g. Shipper and Transporter agree io avail themselves of the Commission's pre-granted abandonment authority upon termination of this Agreement, subject to any right of first retusal Shipper may have under the Commission's Regulations and Transporter's Tariff, Secti.gn 3. Rates. Shipper shall pay Transporter tlre charges and furnish the Retainage percentage as described in the above-referenced Rate Schedule, unless otherwise agreed to by the parties in writing and specified as an anrendment to this Service Agreement. Transporter may agree lo discount its rate to Shipper below Transporter's maximum rate, but not less than Transporter's minimum rate, Such discpunted rate may apply to: a) specified quantities (contract demand or commodity quantities; b) specified quantities above or below a certain level or all quantities if quantities exceed a cerlain level; c) quantities during specified time periods; d) quantities at specilied points, locations, or other defined geographical areas; and e) that a specified discounted rate will apply in a specifled relationship to the quantities actually transported (i.e., that the reseryation charge will be adjusted in a specifled relationship to quantities actually transp orted). -gectlop-4--l$otpet -NoJi.ces-to-T=ran.sp-oder-unde-r-ttrilAgreenenG[all ]e-addressed fo it a-t Post Office Box 1273, Charleslon, West Mrgini a 25325-1273, Attention: Manager - Commercial Services and notices to Shipper shall lle addressed to at the following until changed by eiilrer party by wtitten notice: Columbia Gas Of Pennsylvania, Inc. 200 Civic Center Drive Columbus, OH 43215 ATTN: scott Phelps Exhibit No. 4 Schedule No. 11 Attachment P Page 2 of 5 Witness: J. T. Gore sERVrcE AeREEMENT No,Iqq n GONTROL NO. 2004-05-174018 FTSI SERVICEAGRE:EMENT Section 5, Superseded Aqreements. This Service Agreement supersedes and cancels, as of the effective date hereof, the following Service Agreements: FTS'1 38062. Columbia Gulf T14gq[ssion Company By: Name: Title: MGR CustomerServices Date: sEP 2 I 2004 Exhibit No. 4 Schedule No. 11 Attachment P Page 3 of 5 ) Witness: J. T. Gore Revision No. o ControlNo. 2004-05-17-0018 AppendixA to service Agreement N"lqq lq Under Rate Schedule FTSI Between (Transporter) Golumbia GulfTransmission Gompany and (Shipper) Columbla Gas Of Pennsylvania, Inc. The Master List of Interconnects (MLl) as defined in Sectlon 1 of the General Terms and Conditions is incorporated herein by reference for the purposes of listing valid secondary interruptible receipt points and delivery poinls. _Yes _X_No (Check applicable blank) Transporter and Ship'per have mutually agreed to a Regulatory Unbundling Reduction Option pursuant to Section 34 of the General Terms and Conditions of Transpode/s FERC Gas Tariff. _Yes _X_No (Check applicable blank) Shipper has a contractual right of lirst refusal equivalent to the right of first refusal set forth from iime to time in Section 4 of the General Terms and Conditions orTransporteis FERC Gas Tariff. _Yes _X_No (Check applicable blank) Alt gas shall be delivr:red at existing points of interconnection within the Maximum Daily Quantity, as applicable, set forth in Transporter's currently effective Rate Schedute _ Appendix A, Revision No. 0 with Shipper, which for such points set forth are incorporated by reference. cANCELLATION. OFf REVTOUSAPpENDIX A Service changes pursuant to this Appendix A, Revlsion No, 0 shall commence as of November 1 , 2004, This Appendix A, Revision No. 0 shall cancel and supersede the previous Appendix A, Revision No. N/A to the Service Agreement dated N/A. \ryith the exception of this Appendix A, Revision No. 0, all other terms and conditions of said Service Agreement shall remain in full force and effect. By: Name: Title: Date: T-ft'df Columbia Gulf Transmission Cornpany By: Name: Title: MGR CustomerSeryices -SEPTI-ton4 Exhibit No. 4 Schedule No. 11 Altachment P Page 4 of 5 ) Witness: J. T. Gore Revision No. Gontrol No. 2004-05-17-0018 Appendix A to Processing Service Agreement Nr. TEqtE Under Rate Schedule FTSI Between (Transporter)' Colurnbia Gulf Transmission Company and (Shipper) Columbia Gas Of Pennsylvania, Inc. Transportatlon Demand 43,632 DthiDay Primary Receipt Point:i Measuring Foot - Measuring Maxirnum Dailv Point No. note Point Name euantity (Dth/bay) 27000'10 CGT-RAYNE 43,632 Exhibit No. 4 Schedule No. 11 Attachment P Page 5 of 5 I Witness: J. T. Gore Revision No. Gontrol No. 2004-05-17.0018 Appendix A to Processing Seruice Agreement N",7qqfi Under Rate Schedule FTSI Between (Transporter) Cotumbia Gulf Transmission Company and (Shipper) Golumbia Gas Of Pennsylvania, Inc. Pdlnarv Deliverv Points Measuring Foot - Measuring Maximum Daily Point No. note Point Name Quantity (Dth/Day) TCO.LEACH 43,632 Exhibit No. 4 Schedule No. 11 Attachment Q Page 1 of 5 Wtness: J. T. Gore , ASSIGNMENT AGREEMENT NO, 85452 CONTROLNO. 2005-11-04-0008 PARCEL NO. 53492 FORM OF ASSIGNMENT AGREEMENT This Assignment Agreement (Agreement) made and entered into this 4 day of _.@!9L, 2005. ., is by and between: Columbia Gulf Transmission Company ("TransPorter") AND Columbia Gas Of Pennsylvania, Inc. ("Replacement Shipper") wtTNESSETH: Whereas, pursuant to a Release Notice complying with Section 14 of the General Terms and Conditions of Transpofier's FERC Gas Tadff, Second Revised Volume No. 1 (Tariff), Columbia Gas of Ohio, Inc. (Releaser) released capaci$ and service rights under its Service Agreement with Transporter or under a prior Assignment Agreement, subject to lhe requirements set forth in said Seclion 14 and in the Release Notice; and WHEREAS, Replacement Shipper is to be awarded all or part of such capacity and service rights in accordance with Section 14 of the Transporter's Tariff. NOW, THEREFORE, in consideration of the mutual covenanls herein contained, tre parties agree as follows: 1. Assiqnmer.rt. Transporter hereby assigns to Replacement Shipper the capacity and service rights hereinafter specified in Releaser's Agreement under the FTSl Rate Schedule with Transporter dated November 1,2004 , having Agreement Number 80061 , to the extent described in Appendix A attached hereto and incorporated herein by reference; 2. Qbllsations of Replacement Shipper. (a) Replacement Shipper shall be responsible for nominating and scheduling with Transporter all service to be rendered by Transpofter for the benefit of Replacement Shipper under this Agreement. (b) Replacement Shipper shalt comply with (i) the terms and conditions of the assigned Service Agreement or Assignment Agreement described in Sectisn 1 above, (ii) Transporteis applicable Rate Schedule, (iii) Appendix A attached hereto, (iv) The General Terms and Conditions of Transporte/s Tariff, under which Replacement Shipper shall be deemed to be a "Shipper", and {v) the terms, conditibns and provisions specified in the Release Nolice bearing the above refereneed Parcel No. (c) Replacement Shipper shall pay Transporter's reseruation charge of $ 3.1450 Dth/day per month. ln addition, Replacement Shipper shall pay to Transporter 0 all commodity charges (or all payments under one-part volumetric rates of -NA-) (ii) any commodity surcharges, Exhibit No. 4 Schedule No. 11 Allachment Q Page2 of 5 Wtness: J. T. Gore ASSIGNMENT AGREEMENT NO. 85452 GoNTROL NO. 2005.11-04-0008 PARCELNO. 53492 f.o_RM OF ASSIGNMENT AGREEMENT {Cotrt'd) (iii) any penalties or imbalance corection costs associated with the capacig and service rights assigned under this Agreement, and (iv) any applicable overrun charges, as set forth in Transporter's currently effective Tariff, as any of these charges may be adjusted from time to time upon approval of the Commission. (d) The minimum volumetric commitment which the Replacement Shipper agrees to pay for if not rnet is 0 Dth. J, Obliaations of Transporter. Transporter shall provide service to Replacement Shipper and shall bill Releaser and Replacement Shipper in accordance with fi) fhe assigned Service Agreement or Assignment Agreement described in Section 2 above, (ii) Transporter's applicable Rate Schedule, (iii) Appendix A attached hereto, and (iv) The General Terms and conditions of Transporter,s Tariff. Term. service under this Agreement shall commence as of December 1, 200s and shall continue in fullforce and effect until February 28,2006 5, Releaser's Rgc.all Riqhts. This Agreement and the assignment herein shall be subject to Refeaseis rights to recall in accordance with the taritf requirements under Section 14, and with recall provisions staled on lhe Release Notice bearing the above relerenced Parcel No. l-tlotices. Notices given under his Agreement shall be provided in accordance with Section 28 of the General Terms and Conditions of Transporter,s Tariff as follows; lf to Transporter: Columbia Gulf Transmission Company P. O, Box 1273 Charleston, WV 25325-1273 Attn: Cornmercial Services lf to Replacement Shipper: Columbia Gas Of Pennsylvania, lnc, 200 Civic Center Drive Columbus, OH 43215 ATTN: Scott Phelps a- Successors and Assiqng. Consistent with Section 14 of the General Terms and Conditions of Transporte/s Tarif{, this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns; provided that if this Agreement is subject to recall .rights as se-t forth in Sectisn 5 above; the eapaeig and serviee rights assigned herein shall not vary the recall provisions contained in the original assignrnent. L 9ther Provisions. All applicable provisions of Transporter's Tariff are incorporated herein and made a part hereof by reference. Apolicable Law. This Agreement shall be congtrued and interpreted under the lairys of the State of Texas. Exhibit No. 4 Schedule No. 11 Attachment Q Page 3 of 5 Witness: J. T. Gore ASSIGNMENT AGREEMENT NO. 854s2 CONTROL NO. 2005-1 1-04-0008 PARCEL NO. 53492 FORM qF ASSTGNMENT AGREEMENT (confd) By: Name: QanielD Gaviro Title: V,R en",gy Date: Columbia Gulf Transmi By: Name: TiUe: Date: NoTE: Appendix A, aftache.d hereto and incorporated herein by reference, shall be Transporter,s form of Appendix A set forth. in Transporter's Tariff pertaininj to rransporter,s Rate schedule under which the service assigned in ttris Assignment Agreeirent is reieased uy transporter, completed to describe tre capacity and service rights asJignea io n"p"".ment'stripf e;;;;, tfris Assign ment Agreement. Exhibit No. 4 Schedule No. 11 Attachment Q Page 4 of 5 Witness: J. T. Gore Revision No.0 Gontrol No. 2005-11-04-0008 Appendix A to Processing Servlce Agreement No, 85452 Under Rate Schedule FTSI Between(Transpcirter) ColumbiaGulf Transmlssion Company and (Shipper) Columbia Gas Of Pennsylvania, lnc. Transportatlon Demand 3,393 Dth/Day Primarv Receiot Points Measuring Foot - Measuring Maximum Daily Point No. note Point Name Quantity (Dth/Day) 27OOO1O CGT-MYNE Exhibit No. 4 Schedule No. 1 1 Attachment Q Page 5 of 5 Witness: J. T. Gore Revision No.0 Control No. 2005-11-04-0008 Appendix A to Processing Service Agreement No. 85452 Under Rate Schedule FTS1 Between (Transpofter) Columbla Gulf Transmission Company and (Shipper) Columbia Gas Of Pennsylvania, Inc, Prinary Deliverv Points Measuring Foot - Measuring Maximurn Daily Point No. note Point Name Quantity (Dth/Day) TCO-LEACH Exhibit No. 4 Schedule No. 11 Attachment R Page 1 of 5 . Wtness: J. T. Gore v ASSIGNMENT AGREEMENT NO. 90907 CONTROL NO. 2006.1 1 -01 -0030 PARCEL NO. 58439 FORM OF ASSIGNMENT AGREEMENT This Assignment Agreement (Agreement) made and entered into this 1. day of November , _2006_, is by and beiween: Columbia Gulf Transmission Company ("Transporter") AND Columbia Gas Of Penrisylvania, lnc. ("Replacement Shippef ') vyl_tNESSETH: Whereas, pursuanl to a Release Notice complying with Section 14 of the General Terms and Conditions of Transporter's FERC Gas Tartfi, Second Revised Volume No.'1 (TarifD' Columbia Gas of Ohio, Inc. (Releaser) released capacity and service rights under its Service Agreement wilh Transporter or under a prior Aisignment Agreement, subject to the requirements set forth in said Seclion 14 and in the Release Notice; and WHEREAS, Replacement Shipper is to be awarded all or part of such capacity and service rights in accordance with Section 14 of the Transporter's Tariff. NOW, THEREFORE, in considention of the mutuaf covenants herein contained, the parties agfee as follows: 1. Assiqnmelt. Transporter hereby assigns to Replacement Shipper the capacity and service rights nerelnaftei specified in Releaseds Agreement under the FTSI Rate Schedule with Transporter dated Novernber 1, 2004 , having Agreement Number 80061 , to the extent described in Appendix A attached hereto and in corporaied herein by reference; 2. Obliqations of Replacemenl€hippeI. @iiiueresponsib|efornominatingandschedu|ingwithTransportera|| service to be rendered by Transporter for the benefit of Replacement Shipper under this Agreement. (b) Replacement Shipper shall comply with iil' the terms and conditions of the assigned Service Agreement or Assignment Agreement described in Section 1 above, (ii) Transporter's applicable Rate Schedule, (iii) Appendix A attached hereto, iiu) The Generat Terms and Condiiions of Transporter's Tarlff, under which Replacement Shipper shall be deemed to be a "Shipper", and (v) the terms, conditions and provisions specifed in the Release Notice bearing the above referenced Parcel No. (c) Replacement Shipper shall pay Transporter's reservation charge of Shipper $ 3.1450 Dth/day per rnonth. ln addition, Replacement shall pay lo TransPorler (i) all commodity charges (or all payments under one-part volumetric rates of -NA.} (ir) any commodity surcharges, Exhibit No. 4 Schedule No. 11 Attachment R Page 2 of 5 \Nitness: J. T. Gore ASSIGNMENTAGREEMENT NO. 90907 GoNTROL NO. 2006'11'01-0030 PARCEL NO. 58439 FoRM oF ASSIGN-MENT AQ-REE-MENT (Cont'd) (iii) any penalties or imbalance correction costs associated with the capacity and service rights assigned under this Agreement, and (iv) any applicable overrun charges, as set forth in Transporter's currently effective Tariff, as any oi th"se charges may be adjusted from time to time upon approval of the commission. (d) The minimum volumetric commitment which the Replacement Shipper agrees to pay for if nol met is 0 Dth, Qblioations of Transporter. Transporter shall provide service to Replacement Shipper and shall bill Releaser and Replacernent Shipper in accordance with (i) the assigned Service Agreement or Assignment Agreement described in Section 2 above, (ii) Transporter's applicable Rale Schedule, (iii) Appendix A attached hereto, and (iv) The General Terms and conditions of Transporter's Tariff, Terrn. Service under this Agreement shall commence as of December 1 , 2006 and shall continue in full force and effect until February 28,2007 6 Releaser's Recall Rights. This Agreement and the assignment herein shall be subject to net"asert rigilts to rLcall in accordanoe with the tariff requirements under Section 14, and with recall provisions stated on the Release Notice bearing the above referenced Parcel No. 6. Notices. Notices given under this Agreement shall be provided in accordance with Section 28 of the General Terms and Conditions of Transporte/s Tariff as follows: lf to Transporter: Columbia Gulf Transmission Company P. O. Box 1273 Charleston, \ffV 25325-1273 Attn: Commercial Services lf to Replacement Shipper: Columbia Gas Of PennsYlvania, lnc. 200 Civic Center Drive Columbus, OH 43215 ATTN: Scott PhelPs 7- Succesgors ald Assions. Consistentwith Section 14 of the General Terms and Conditions of Transpolierb Tariff, this Agreement shall be binding upon, and shall inure to ihe benefit of, the parties hereto and lheir respectiv€ successors and assigns; provided that if this _- Agreenen'!issuggcttorecallrightsglggUgilhinSectionSabove,thecapacityandservice rightsriotrts aGoneO-nereinassigned herein shall not varyvary- the reTail-provisibnsproVisibns contatnedlncontalnedln the lriginEl-lriginEl assignment. 8. Other Provisions. All applicable provisions of Transporter's Tariff are incorporated herein and made a part hereof by reference. g. AppJicable Law. This Agreement shall be construed and interpreted under the laws of the State of Texas. Exhibit No. 4 Schedule No. 11 Attachment R Page 3 of 5 . Witness: J. T. Gore .ASSIGNMENT AGREEMENT NO. 90907 CONTROL NO. 2006-1 { -01 -0030 PARCEL NO, 58439 FOBM oF ASSIGNMENT AGREEMENT (cont'd) By: Name: Title: Vice Hesident $upply Seru. Date: lk O-oto Columbia Gulf Transmission Company -Energy Name: Title: Team Leader, Customer Seryjcs- Date: Januar.y 19, 2007 NOTE: Apqendix A, attached hereto and incorporated herein by reference, shall be Transporter's form of nppenAix A set forth in Transporter's Tariff pertainlng to Transporter's Rate Schedule under which the service assigned in this Assignmenl Agreement is released by Transporter, compleied to describe the capacity and service rights assigned to Replacement Shipper under this Assignment Agreem ent. Exhibit No. 4 Schedule No. 11 Attachment R Page 4 of 5 Wtness: J. T. Gore Revision No. 0 Control No. 2006-1'l -01-0030 Appendix A to Processlng Servlce Agreement No. 90907 Under Rate Schedule FTS1 Between (Transporter) Golumbia Gulf Transmlssion Company and (Shipper) Columbia Gas Of Pennsylvania, Inc. Transportation Demand 3,429 DthlDay Primarv Receiot Points Measuring Foot - Measuring Maximum Daily Point No. note Point Name Quantity (Dth/Day) 2700010 CGT-RAYNE 3,429 Exhibit No. 4 Schedule No. 11 Attachment R Page 5 of 5 Wtness: J. T. Gore ReYision No. 0 Control No, 2006'11'01'0030 Appendix A to Processing Service Argreement No. 90907 Under Rate Schedule FTSI Between {Transporter) Columbia Gulf Transmission Company and (Shipper) Colurnbia Gas Of Pennsylvania, Inc' Primarv Delivery Point$ Maximum Daily Measuring Foot - Measuring (Dth/Day) Point No. note Point Name Quantity 3,429 801 LEACH Exhibit No. 4 Schedule No. 11 , Attachment S ' Page 1 ofS Wtness: J. T. Gore SERVTCE AGREEMENT NO. 79084 CONTROL NO. 2004-06-02-0004 ITS2 SERVICE AGREEMENT THIS AGREEMENT, rnade and entered into this 13 day of ,June , 2004, by and between: Columbia Gulf Transmission ComDanv ("Transporter") AND Columbia Gas Of Pennsylvania, Inc. ("Shipper") WTNESSETH: That in consideration of the mutual covenants herein contained, the pailies hereto agre€ as folloun: Section 1. Service to be Rendered. Transporter shall perform and Shipper shall receive tre seryice in accordance with the provisions of the efieotive lTS2 Raie Schedule and applicable General Terms and Conditions of Transporter's FERC Gas Tariff, Second Revised Volume No, '1 (Tarif$, on file with the Federal Energy Regulatory Commission (Commission), as the same may be amended or superseded in accordance witr the rules and regulations of tre Commission herein contained. The maximum obligations of Transporter to deliver gas hereunder to or for Shipper, the designation of the poinb of delivery at which Transporter shall deliver or cause gas to be delivered to or for Shipper, and flre points of receipt at wirich the Shipper shall deliver or cause gas to be delivered, are specified in Appendix A, as the same may 'amended be from time to time by agreement between Shipper and Transporter, or in accordance with he rules and regulations of the Commission. Service hereunder shall be provided subject to the provisions of Part 284. ZZg of Subpart G of the Commission's regulations. Shipper warrants that service hereunder is being provided on behalf of Shipper. Section 2, Term, Seniice under lhis Agreement shall commence as of July '1, 2004 and shall continue in full force and effect fom month-to-monfr hereafter unless terrninated by eid'rer party upon thirty (30) days written notice to the other pdor to the end of the initiat term granted or any anniversary date thereafrer. Shipper and Transporter agree to avail themselves of the Commission's pregranted abandonment authority upon termination of this Agreement, subject to any right of first refusal Shipper may have under the Commission's Regulations and Transporter's Tariff, Section 3. Rates. Shipper shall pay the charges and furnish the Retainage as described in the above-referenced Rate Schedule, unless otherwise agreed to by the parties in writing and specified as an amendment to this Service Agreernent. Transpofter may agree to discount its rate to Shipper below Transporter's maximum rate, but not less than Transportefs minimum rate. Such discounted rate may apply to: a) specified quanflties (contract demand or commodity quantities); b) specified quantities above or below a certain level or all quantities if quantities exceed a certain level; c) quantities during specified tjme periods; d) quantities at specified points, locations, or other defined geographical areas; and e) that a. specified discounted rate will apply in a specifed relationship to the quantities actually transported (i.e,, frat the reservation charge will be adjusled in a specifed relationship to quantities actually transported); and f) produetiorran d/or-reservesrommiHed$yffi hi ppe Exhibit No. 4 Schedule No. 11 Attachment S Page 2 of 5 Witness: J. T. Gore SERV|CE AGREEMENT NO. 79084 GoNTROL NO. 2004-06.07-0004 ITS2 SERVICE AGREEMENT Section 4. Notices. Notices to Transporter under this Agreement shall be addressed to it at Post Offce Box 1273, Charleston, West Mrginia 25325-'1273, Attention: Manager - Gommercial Services and notices to Shipper shall be addressed to at the following until changed by either party by written notice: Columbia Gas Of Pennsylvania, Inc. 200 Civic Center Drive Columbus. OH 43215 ATTN: Scoft Phelps Exhibit No. 4 Schedule No. 11 Attachment S Page 3 of 5 Witness: J. T. Gore SERV|CE AGREEMENT NO. 79084 CoNTROL NO. 200+06.07-0004 ITS2 SERVICE AGREEMENT Section 5. Suoerseded Aqreements, This Service Agreernent supersedes and cancels, as of the effective date hereof, the following Service Agreements: lTS2 39007. By: Name: Title: Date: tf 'tV By: Name: Title: IVIGR Customer SeNices Date: Jl.lN?1r00a.. Exhibit No. 4 Schedule No. 11 . Attachment S Paoe 4 of 5 Winess: J. T. Gore Revision No. ControlNo. 2004-06-07-0004 Appendix A to Service Agreement No. 79084 under Rate Schedule lTs2 Between (Transporter) Columbia Gulf Transmission Company and (Shipper) Columbia Gas Of Pennsylvania, lnc. Transportation Quantity 82,646 Dth/day The Master List of Interconnects (MLl) as defined in Section 1 of the General Terms and Conditions is incorporated herein by reference for purposes of listing valid interruptible receipt points and delivery points, CANCELLAJTON OF PREVTOUS APPENptx Service changes pursuant to this Appendix A shall become effective as of July 1,2004. This Appendix A shall cancel and supersede the previous Appendix A effective as of N/A to the Service Agreement referenced above. With the exception of this Appendix A, all other terms and conditions of said agreement shall remain in full force and effect. By: Name: Title: Date: By; Name: servlces Title: llfGR Customer Date: JUN 2 1 2OU4 Exhibit No. 4 Schedule No. 11 Attachment S Page 5 of 5 Wtness: J. T. Gore a c o g 't o c) \f o. o o E c) th 0o o E I g q) tr o lf It, oI Q) L (o + o qt o L o o o o+ - o e :a r/} o N I .E o' (I' {! zo F -X cz -a c 0) .9E o N .38 to o- oo a =G o tro tr -co e E F hdi !t.x u-E o o EE o o Ea Ox m o o.> 0) v6) r'- o. OEEo + - cLc) lUE o o(I' N E Fe f,t Ed 6.E FO o _o. o(g c.:=tE -l] 9l >r o.=Ex tt :to Eq) o 0) f,r {J o () E= OE NI C sf 96 o o co HO. oo, €) o €= 0) ct) o L FO ba- .(l) c €) =o=ru FF o, o' o0 co 0) E o z (D$ ots E E .o.o o L G tr 8z' o t') o EE t/) {o o o tn E N o e (to o a .=E d1 E6 e 'cc E h cto rR _c '5 (s (l} ul o ,L(,)96 o E L oo a - tu o U? .x .: .Eo .g o o E f (o;o9 o -9 o tt o o E ut o ct U f U' E o ^=' o : L C) o .J > .(/) u, :- (n no ,{ o*- T' o o o o' Er F o c\ 3 !t (s =f EL o c = Heu o o o o o (o .c =oo)<>(d E o E .o 5 an sEt*" (Jo d) c E,i an rD t.x P N .c) g 2 o E:E (1) .. o 6) z 5_P FaieEog E o o-7i F .a a< 6 aSFE F:EA Exhibit No. 4 Schedule No. 11 Aitachment T : Page 1 of 11 Witness: J. T. Gore v SERVIGE AGREEMENT NO. 80 I 3 b GoNTROL NO. 200+05-21.0019 FTS SERVIGEAGREEMENT THls AGREEMENT, made and €ntered into this jfauv ot A p-6"!p,,- . ,@, by and between: Columbia Gas Transmission Corooration ("Transported') N'.ID Columbia Gas Of Pennsylvania, lnc, ("Shlppe/') WITNESSETH: That h conslderation of the mutual covenants herein contained, the parties hereto agree as follottts; Section l. gervice to be Rendered. Transporter shall perform and Shipper shall receive servlc-e in i-ciorOance wtnr he provisions of the eflective FTS Rate Schedule and applicable General Terms and Condtions of Trinsporteis FERC Gas Tariff, Second Revised Volume No. 1 (TarifQ' on fle with tre Federal Energy Regulatory Cornmission (Commission), as lhe same may be amended or superseded in accoidanci witl itre rules and regllations of the Commission. The maximum obligation of Transporter to deliver gas hereunder to or for Shipper, tre designation of *re polnts of delivery al wtrich Trhnsporter shall deliver or cause gas to be deiivered to or for Shipper, and the points of receipl at which Shipper shalt defiver or cause gas to be delivered, are specified in Appendix A, as fre same may be amended fiom time to tirne by agreement between Shipper and Transporter, or in acoordance wlth tre rules and regulations of the Gommission. Service hereunder shall be provided subject to the provisions of Part 284. 223 of Subpart G of the Commission's regulations. Shipper talarrants ttat service hereunder is being provided on behalf of Shipper. Section 2. Term. Service under this Agreement shall commenoe as of November 1, 2004 , and shall continue n tul-- torce and effect until October 31, 2019 . Pre-gtanted abandonment shall apply upon terminalion of this Agreement, subject to any right of first refusal Shipper may have under the Commission's regulations and Transporter's Tariff. Sec.ti.on 3. Raleg. Shipper shall pay Transporter the charges and furnish Retainage as described in fre iUove+eterenced Rate Schedule, unliss otherwise agreed to by the parties in writing and specified ae an amendment to this Servloe Agreement. Transpdrter may agree to discount its rate to Shipper below Transportefs maximum rate, but not less than Transporter's minimurn rate. Such disi6unted rate may bppg to: a) specified quantities (contracl demand or commodity quantilies); b) specified quantities above or below a certain level or all quantities if quantities exceed a certain level; ci quantities during specified time periods; d) quantlties at specified points, locations, or other defined geographical areai; and e) that a specified riisbounted rate will apply in a specifed relationship to the quantities actually transported (1,e., that the reservntlon charge wlll be adjusted in a specifed relationship to quantities actually transported). ln addftion, the discount agreernent may include a provision that if bne rate component wtrich was at or below the applicabte maximum rate at the time the discount agreement was executed subsequently exceeds the applicable maximum rate due to a change in Transporter's maxlmum rate so that such rate component muit be adjusted downward to ppthrabte-rn-aximurn-ratsJtreFotlrerrate cornponents-may$+ adJuste*+pwatf- aihieve the agried overall rate, so long as none of the resulting rate components .exceed .the maximum rate applicabte to that rale component. Such changes to rate components shall be applied prospectively, commencing with the date a Commission order accepts revised tariff sheets. However, nothing contained herein shall be constued to alter a refund obligation under applicable law for.any period-during which rates had been charged under a discount agreement exceeded rates vfiich ulumately are fqund to be Just and reasonable. Exhibit No. 4 Schedule No. 11 Attachment T Page 2 of 11 Witness: J. T. Gore sERvTcEAGREEMENT No. 8Dl 3U CoNTROL NO. 200+0s-21-001e FTS SERVICEAGREEMENT S$iion 4. Nptices. Notices to Transporter under hls Agreement shall be addressed to it at Post Offir" Brx 1273, Charleston, West Virginla 25325-1273, Attention: Manager - Customer Services and notices to Shipper shall be addressed to it at: Golumbia Gas Of Pennsylvanla, lnc. 200 CMc Center Drivo Columbus, OH 4[t215 ATTN: Scott PhelPs until changed by either party bywdtten notice, Exhibit No. 4 Schedule No. 11 Attachment T Page3of11 Wtness: J. T. Gore 3V v SERVTCEAGREEMENT NO. TOI CONTROL NO' 200t1'05'21'001s FTS SERVICEAGREEMENT and cancelsr as of the effective Sectioq.S. Superseded Aqreemgnts= This Seruice Agreement supersedes date hereof, the following Service Agreemonts: FTS 38111' By: fre/w Name: Titte: Date: By: Name; Title: MGR CustomerSeruices Ddte: 0cT 1 $ 2004 Exhibit No. 4 Schedule No. 11 Attachment T Page4of11 Wtness: J. T. Gore ol o c)I Nt lfto \tI E t\ct zoct c3 _P!}E trOinO E o o d>c go q E oo €s c E Eel $ B,o Y cH .J .!!. h+-81 c ft o E sel € IE F6:Clf Erl Co F O E.FI t, E (tt R tol 'o ct (:) (Itr o- 2 r!O o) .g Ec Il EH f.. o E HI SE E J 30 so o Fvt o >z E ll o 62 dED g q, h u c(l} 'E g t CD E o c^ q) o o 'EZ o o o o 6P o g u'6 tU >(! o ta EL sl .E & ,.q tlc {, o g ---+l q =tE ol = c lQo= FE ozEN b =9?= t'6 an o- Exhibit No. 4 Schedule No. 11 Attachment T Page 5 of 11 Wtness: J. T. Gore E }E o) =rD: o(t €fifi I =-o o N I oto ct+ 0 N ,d z0rz .9E -ttr truoo o E o q IL P', =tl -E o oi '61 '8 O 'f; tr il # -9o tbl .J .9 ID EI E F o EEI tr *El-0r >l (J Il' hvt oo F o .El o t! o 'il o d (.:, o o) s .!E = 5t s, E to 5 t H> Fo o E 52 EI o fJ {,E') o eo .9o E ?= o ut itt 'EZ (t) ,xo U' (oIo$ g mtr ct?dt o e& o >IL.E'6 NC{tr|ro u) rlt x?i E. Etr, T c1r)0).t9$ g 900@€s ao(n = Eo (](,(, '369tr JJJ u)z (JTJOooo E- at =9atF (Dt()ry oo $t|.nu) (t) (! v)NNN r, Exhibit No. 4 Schedule No. 11 Attachment T Page6of11 Witness: J. T. Gore m F o FI 6 rt{ o d o # .1, Fl o -{ a f{ o olt to o o IJ + o tr k c 3 N o Fl d 4{ iz,20 F>, o; EH -oE ;d 6 oo>tr E5 E (o o+oodu FF ;' F ,s.e d '=trosa 65 5 F1 B Fo g H8 0{ 0 c E J orgA 5b .5 ta EE q o 9 € 'E 0o iroo E \H d f bb I z T tr HEE o +E n F 'EP 2rn q o g "'1 E; A lscEEbf d o ': .9 E$E,go to ltoo o MA a 0 n0; A io.E n f E o CL qt 9. n { d o .rl +J n, .r{ Aft 4Flr Exhibit No. 4 Schedule No. 11 Attachment T PageT of 11 Wtness: J. T" Gore L t$ 'pcl 5 Q- p. o EE 6 E z oa - olE rlih (u E E o oa o v '6 bt p FE: a etq.E ,P FO{qrF E 0t C Q3- gB, :E < Fb rft- .= o c) x 6* ,9 oa, J a E .E o E E o (!u 0) (,) 0) -tD ,E ov, dF U) O-c E z3 |: E /a tg (r) 'E o, E} fi EL 1- P Ao .=o o () o .9 0 .gE ts o c$ EE E Q) a t: OJ 66 * o (t) =z tro "i, & rt) L o 0) E o E:E E b o ..o F o (t) c? TJ .9, & { bi .E o a! o o) o.E E-: c) co tr) ? P< 'E .9 o. o) c o -.x '=> IY I c) {! o -u) E? u) c EOo.z IE '5 de (J q '6 .9 -o 'o Su rg ;{ a T TE o b (s .(E E Op Ed N (J 5 .; bE o)'c OF t. o o(s Eo ,j 6O €B - v -: >F LrnqJo ox 'sg EEE.E== 4q o E r-"P x(u gO =X CDE c h IF IY eft c0t o Eo OJ V'E -9 : Ex- FO 6U *0) oo ;d .: ll U '*. u) !t Y IIJ Eo z dF IE J !g.H$ 6rt 'Ec}oJ! o zx (int o rO Ett -E eE H f EE L_L Eb .0E E 6 .fl x €E oq) €F rnv fle o tP ? ; bF .+9 rsq o tuo >fi o "l fu IEE d t5 ,B 62 FF -o e# o ;E tlE u5 o (to I EFE8 ta, Io rft t3 eNo 2dC' Ez .96 .9S>tr trooo .9 E o d>r CL q F|o(4sI o €€l EFH $dt(oi\ -c4;l *= (o_ rfr_ O{ \ o riin-l go Ee(\CO o =H o 5 sEl .E ol E Efi,9I t0 ta art g IE S EEI o L E hgHlvtr.Fl U' L IE R tfl zct o o= 0- .g luO t tr ll o E EHEI ile 3Cl tr v) : rik o F o xr. >z o IL o 6P u, lu o c F u g E' : t ; tt o !, o .= ci a ao o (' tr =z uro()(o o E L 'd* oo iU o >d F CL E e E g F E z qo qs o oz56 otr (9 o =+p- o= ()(o 'b'6 oo n@ U)(I m() Exhibit No. 4 Schedule No. '11 Attachment T Page9of11 VVitness: J. T. Gore EFgs e ocl EE$F c,tt o + CI C' ?O{ z9d p6 .9 .: oo>tr tr(J c o fil L 0 > c,4 P' o.= | P .. lEl oFOF(s o TiE ] too@r(D u lEOI xs -=i |r}t- a c 040qq<4<<< q{,f (r(r(ro(9 JJJJJ E(S:E ooooo rl, z ()oo(J() o rl =gA1d= @oo)oN -b'5 9qqaulDIDMDD (D O- C.l C\ N C-l 6,1 Exhibit No. 4 Schedule No. 11 Attachment T Page 10 of 1 1 Witness: J. T. Gore ; 3 o r{ o q{ (, .6 n0) F-lo OA cr{ 6+dur tto1 fJJ +tlOF o7 rN O d ct rr{ zP x ?6 .=F d x- 1 tJ .!i9 F - i .9.,b 6 ct a 15 E tr .q /t) (J.=-o.q ni rl .9=io-o>td '=coatt o trEl{uoi EG ur Foa,lsrlJ) olu l!c H, (D(9 E .o.o.;.|.E.g E (DEtrtl (.t !A .l J_ 'E =ii66Ei!tt()I{ o J+F6 E ; EE E A g E tE & EU'Er",EEoEv4 gl.ll,rvoPE=FC .no Exhibit No. 4 Schedule No. 11 Attachment T Page11of11 Witness: J. T. Gore a[ o 'd o Q. g,= 0) o EE n) 5 z Gl -ta c) o- o lil tr _ri E trt o o .9 0) o ts d E o. E f.P o o tro oI e o EE = (,o d I .J o Pb - if ',4 m .5 6o. '; Q T' c, o E rt{ g o o -siF E E .P otn d nt tt) o 2O F tr' E A,ts L o) o +B =fit trz _o e o - ;(n -c .YO d) o o .J' 'ttr f N 't c = o 0) (1l @ Ez oo o (.) n E drJ O)- *_0 t o o st, {J C) r2 F o o 7io E bg o o '5(rr)- o E'6 g. 9< OA oo) E o E.x 'E> x. rll {} Eb .t tE o- 8E s) E o '= Eg p o v{)R.2 q co E'o B* c) ;< l! .E o (5aE e op (, ruc EE N -o o EF- c=8 3,) o" od o)'E EN - 5 Ed) Is(u J 'E+ o o oo :E (, .EG' >F o) o.= :s :(E o tr FO =u) fl, rr tr}E - o EV (n E0} -otEe 4(t o) I $q, 6 = /\ ttu G EE u, Eo E.P .l tt- o 'xl, T E d'' 5 rD iii z E €o z 3"e d qt OR .Pr G} (E(0 q ao o dil -1- G:' o- oo Ea ptr G r_g E6 o o o tr €E o0) da- :E o c o .IJ UI e Hg !E k'i{vi. >ti L lt ut cto o o tr Q) Ig flt rf 'F CL (9 o E 6.8 d o coOF 6P hF .cl o Tt'!ii o z TE lE eFq,- Utn .a x 0) s5 o tr 'cl He' tEr cI a o E E {/) .$ stc c E G E 5 :' 5E $o {) cD EF o) o o a ti|,r +t3 cj o o *o 6c hE o o- oc) z E ll. u () xo 60 z ()0) E ls El +6 d, u 6 { HS ;= .tso ,!l ; E.r '6 C, gp FE '6 o -0) o o e= (oE F- SEBVICE AGREEMEMT NO.5 O L7 5 o CoNTROLNO. 1se5-04-30 - 0006 FTS SERVICE AGREEMENT 0n bv and THIS AGREEMENT, made and entered into this lf,g{auy' ot +i"!6rur4\ . ngL- between: t) COLUMBIA GAS TRANSMISS ION CORPORATION (''SELLER" } AND COLUMBIA GAS OF PENNSYLVANIA INC ( ''BUYER'' } parties hereto agre€ as WITNESSETH: That in consideration of the mutual covenants herein contained, the {ollows: accor- Saction 1. Service to bo Bendergd. Seller shall perform and Buyer shall receive service in Terms and dance with the provisions of the effective FTS Rate Schedule and applicable General the Federal Conditions of Seller's FERC Gas Tariff, Second Revised Volume No. 1 flariff), on file with superseded in accor- Energy Regulatory Commission (Commission), as the same may be amended or Seller to dance w1h the rules and regulafions of the Commission. The rnaximum obligation of deliver gas hereunder to or for Buyer, tre designation of the points of delivery at which at which Buyer Seiler shall deliver or causs gas to be delivered to or for Buyer, and the points of receipt amended from shall deliver or cause gas to ba delivered. are specified in Appendix A, as the same may be regulations of the 1me to 1me by agre€ment between Buyer and Seller, or in accordance with the rutes and G Commission. Service hereunder shall be provided subject to the provisions of Part284.223 of Subpart provided on behalf of of the Commission's regulations, Buyer wanants that service hersunder is being BUVER. 01 1997 Section 2. Terrn. Service underthisAgr€ementshall commenc€ as of the latterof NOVEMBER , ' ol facilities and shatl continue in full force and effect until OCTOBER 31 , 201? , and ""rpf"tion written notice to from"^,p"r YEAR -to-YEAR thereafter unless terminated by either party upon 2 YEARS' abandon. the other prior to the end of the initial term granted or any annivorsary date thereafter. Pre-granted Buyer may have mentshall applyuponterminationof thisAgreement subject to any right of first refusal under the Commlssion's regulations and Seller's Tariff. described in the Sectior-l 3. Rates. Buyer shalt pay Seller the charges and furnish Retainage as and specified as an above-referenced Rate Schedule, unless otherwise agreed to by the parties in writing amendment to this Servics Agreement' at Post Office Box 1273, Sqction 4. .Notiees. Nstices to Seller under this Agr,eerr:entshall be addressed to it Eh"rf"*t",L W*t Virginia 25325-1273, Attention: Manager - Agreements Administration and nofces to Buyer shall be addressed to it at: COLUMBIA GAS OF PEhINSYLVANIA INC 2OO CIVIC CENTER DRIVE COLUMBUS, OH 43215 ATTN: JAY JOEDAN; until changed by eitlrer party by written notice. Exhibit No. 4 Schedule No. 11 Attachment V ' Page2ot 14 Witness: J. T. Gore sEBvrcE AGREEMENT No. 50 b 75 0006 CoNTROL NO' 1S95-04-30 - FTS SERVICE AGREEMENT Sgctions.SupersgdocAgrgellenls.ThisScrvicoAgreementsupersedesandcancels,asoftheef{ectivg N / A d"t" h",""f, the tollowinS SErvice Agreements: ' INC COLUMBIA GAS OF PENNSYLVANIA By: Atu-' t^ Name: Janes R' Lee Vice President Title: Executive Date: Decenher 1, 1995 ON TRANSMI SS ION CORPORAT I Byt Name: S. M. l{arnick President Tite:o^"=Vice ffit Exhibit No. 4 Schedule No. 11 Attachment V Page 3 of 14 3 Wtness: J. T. Gore o a o I o I t I I D o a q o ) 0 rt .tO h -= E .9o a 'i'trn.: 'rtr o0 d EO R3 S .sl d o d t- o EDF ; pl 5z 1"2!trFzC'l NP ''C. P*=i690> ;61;l >d Of--lol; FE T Hl 3'?;; {l ,Ei?t E H 'tz.ED el E g, I !t".t cr 6C D c? o'; o E5 iOO 2 6 >d, EIt <{ E { ;; =* F .E JJI- z oo o ==(to a ?-o6 o ?> o 6A o9 F 5= z E!z rit (' E' b= =J dl oo uJ (/) o- o c) ie E; il oo e oo- {, Exhibit No. 4 Schedule No. 11 Attachment V Page 4 oI 14 3 Witness: J. T. Gore a o o I 0 a I I o I D ot |, f 0 o .FG>e o .i Ao' ?o U= D C! =z fv .eF tr> '5EOE oo b,i cco 'E-o \nN3 \s.a'" b) Ez o c- r,'tr jr .; .U z o< 3z +, 6 o - el otrhe 'ei=l :51 :o F*:r *rl ZL El -4-zol;t; ; 8d-r ?l 'Eell Fl {#;" Fl .5d;z 9bro ogU\? {E,, b ,Xf<< >d N E OQ <( 3.o =Et= 6 JJ o oo I oo c LE o EE g6_OJ c! a Otr PE oGt 5.u2z o E -o o -- c0 oo o o(L o c. =o.o->7 oE oo 0 (,(L N Exhibit No. 4 Schedule No. 1'l Attachment V @ Page 5 of 14 o 0 \Mtness: J. T. Gore o I g a I tt o I o I llt o zt FQ : rtA- Z ^': .i uj oE to (]ludtr|u) az !J EOJF .98 o d F z lL D Exhibit No. 4 Schedule No. 11 . Attachment V o Page 6 of 14 o Witness: J. T. Gore .o 3 ;,9 o & f3 I e <: o a E {e I ? i eg o €3 I I r| 5 ,g€ F .bf--8 G E 'dF 9; i .gd ;z c =6 .gF s! 6.E EH tE 5Eoo -E tr(J € EE Eitg EE9- anE E bE-o t^o z f38 N; -3 bg $ o> O!qaJ 'a! lt1 oz E &F E :#t ;A!E o< I"o- ,EGH :e: Er-' --8 9Lz< E L o^o g*Ee3l r' (J 4i-zEtxosl E frE E=.Eoo'= .83;;Igz' 3" E ob< E or {i,CEet - I R .Y Pb*o E =" J 4iorl -+ N x= (,o 3g a ?= z '\ Ec lP << €E 3 x ;E F EF t E i gg o G ff 5EF o JJ =z A oo E+ es; G oo = o : 0 dtoLL '=ltE ii; z =E- z =>o5 EE +IF I : 9q g tr1' t E <,xE '. pl oc 1r'6 .xP g o IA lll ct €l E 'Fl o U' dl t (u \o .lJ - 4 i$E P{ U.\ E Or ;i 1 Ol p ,-{ F t c 0) $e #i: Ji H o o 0, q { o d E N E€ eH[ o 'r{ .d 6'= tr o E 14 tr N Fl o H UI o N 0) g:t t{ RI o, >r H l{ $€ c-l c) F ts - !! 6 M : H IJ (t ; E q, t{ Eg rHt dl 0) 5 r) trt o o f, .,{ (] ft+ s$= (Il x a.l J rJl tr{ J Fj ;'; F"{' = T4 o 3 o fi'- TE# o.. o E irt ,g Fidg ?r iu T:E 3E E {6;:(' o fr #8t frztro co tro Exhibit No. 4 Schedule No. 11 Attachment V o PageT oI'14 o Witness: J. T. Gore o I J I o C' I o I : -El 3; 50d Egt : 7z ; ? .EE .gF-5tr F3t l[o EU -olEEI I I z e I o T' I t- a I F rtO a G EZ C' o- c I 6 t E m ,l d o< t P€I z a)_ E e | s, o * 7q E o> sEl=fl o O-J fl o u an> El I o tt osl '6t l 9, -z *oo-.o-.1 o -o Ez o U}taltl fi .E z! o E I o H< E Et o #GL 6 FI IDI iro E 'El =r,El o o o Enrgt o REI ' x i<'t n T' - tto o E.8l ? tr o F I A to r oo lt I { o I =Eff tr JJ 6 oo F li oo l; ln"lr F€ l42 FO .ngl * ", 6.C q..c . €EI I? ?s EEI J o .F: t'61 u E IJE t*[ o tr 'r o o rrl #B C'.l o 4! E?I ." 381 ? 3 Exhibit No. 4 Schedule No. 11 Attachment V c Page 8 of 14 I o \Mtness: J. T. Gore I o I D C' I o o o!a o!l 0t! d tO rt€' e =z.Er t o E b .gE x o bo o EO 6 E o z o ; rtO Ez Do- F4 oo I E I o o ct (l l'll o I .F Gst F o Zlll- o aa tsEUr -l-JE ul Z. -o|,|a E rlto JILFA l|l Ao gdu - 1e Ilo !rAZ-I .EE (rF (.<(Oo J .EE u ,Ec 5 g:rFFo o EO cF Z.n >Z lllUl 'E< I| €> E-!18 o O= Ilro-Ul l- aEFaJF C, o gz!lltlE E Frr <( oo 4 oF t' a fu< crda>o z ?o zEz o o I> F O '1 " I ? )tE FJFTE J F (o $rll -Z-l- \ rl G EZ I G F.. 7 rL o Exhibit No. 4 Schedule No. 11 Attachment V o I lo Page 10 of 14 C' .6€ Witness: J. T. Gore o ?F '5- * Eg I g "F ocE oE : bflL I g o9 l! E o ?t I s 9E o Va : 5Lr F,r IT'? +d g ?F =7 E tt .Er a 6< fEoo 8 i:e tr(' c=E Ov oO E o6 t"s z E .36 r.t : <2do F 5 {tO EL 'FFoF D e,z 2 Ftr o_ oE F.E 'E oo< 5p D p- .B E. o.o ;AZ z< .9 od aloE Ft, Fro>.E|.-J cg Piro> O FE't o oo E e!2 T,cb 1-2-z 6 GL \czB,96rtu E ,E E- -Eaid .E#;"egFo Ei fi" ,J ob :g rt\ l/)Eo o E€I o' 2{ I g v N I o NO o a tto oo oo ci ?o OD .9E=z .9 i: oo>tr d(J z o : T' urF f r ^- c, dt J l-cL uP EF .6.9 z na =tE oo trv =jP <: lse OJ Etr I o .N I 0 fl@ o : o? >.8 oo o 00 2O FS _z U'- llr o .9o Ef U .!.! +r E- >tr X{ oo 6,4 H (rO >E o z : o N o a {,} Lll I .F o NO tq F o Zu- @ -FJE an F r( t! ul z ^O.nO- zO IIJ llr (1, L l- o- clo udutZ- ul trz llJ o EOz-- ,sE oF <<(o?, J .n, ii IIJ _ts4 = >c ut oo Er FFO o cEo oF qIuJ.A: t- J z IL iru r'r cl H,t-*----\ 4 ${}.5 ]r Exhibit No. 4 Schedule No. 11 Attachment V Page 14 oI 14 0 a- Witness: J. T. Gore -iv ,o €- 'Ydd" I o^-r EE b c o.Y N :v!^-' t oq #.o -oi o ; so I -o i= NO p @< a I E* o >o E5 E Ei! oo .eF=z u CD. .9, g 3< >trF OQ F EO EEE =.e # o:Os L: !oco z 'b(a oq : R6 F. SERVICEAGREEMENTNO. 5 I?// o GoNTROL NO. 1e97-06-10 - 0002 rTS SEFVICE AGREEMENT tt',i" /* day or {t '/ .' rc/1bY and betwesn: t/ COLUMB IA GAS TRANSMISSION CORPORATION {.,TRANSPORTERII } AND COLIJMBlA GAS OF PENNSYLVANIA' INC. ( "sH I PPER|' ) herein contained, the parties hereto agr€e 65 WTTNESSETH: That in consideration of tlre mutual oovenants follows: shipper shall rEcEive servica in accor- section 1. service to be Rendered. Transporter shall podorm and General Terms and dance with the proui!-biil-S* sffEstiye FTS Rate Schedule and applicable Volume" No.'l- (Tariff). on file with $e Condiiions of rransporte/s FERG Gas Tariff, Sacond BEvised may be amended..or superssded in ' Federal Energy Regulatory commission {commission}' as thesame maximum obligation of Transporter accordance with the rules and rogulations of ths commission. The points of delivery at which Transporter to delivEr gas hereunder to or for sttipp"r, the designaiion of tfie the pointsof receiptat which Shipper shall deliver .or causegas to ba dEtiveredtoor foi Shipper, and as the same may be amended from shalt deliver or causs gas to be delivered, ara specified in Appendix A. acsordance witt'$e ryles and regulalions time to time by agreement between Shipper .ni Tran"port"i, or in t're provieions of Part 284'223 of ol the Commission. Service hereunder shall be provided subi€ct to hereunder is being provided on subpart G of the Gommission's regulations, shipper warrants fiat aervice il;il'; sHii'FEB.- 01' 1998 andshall Section2.Term,sericeunderthisAgreementshall commenceasoiNOVEMBER ' from YEAR -to-YEAR thereafter continue in full forcE and sffect until ocToBER 3l , 2013 , and nolice to thE other prior to the end of the unless terminatad by ei$er party upon 2 YEARS' written abandonment shall apply upon termination initiat term granted or any anniversary date thEreafter. PragrantEd may have under the Commission's regulations oJ the Agreement subiect to any right of first refusal Shippor and Transporter's Tariff. Hetainage as described in the Section 3. Bqlgg. Shipper shalt pay Transporter the charges and fumish by the parties in writing and speci{ied as an above-referenced Rate Sohedule, unless otherwise agreed to amandment to this Serviee Agreement' shall be addressed to it at Post Office Box N-o,tises 1o-Trelqprrtgl-u$er $i9 {.oreePj:rt -9gc,rign3.-rrroricqs, --Cbmfrerc.iai Safuieas and n-otices to 1273, Charlesron, West Virginia 28g25-127S. Atenfion: M-nagbr Shipper shall be addressed to it at I A I NC . -COLUMB tA GAS OF PENNSVLVAN , 2OO CIVIC CENTER DRIVE P O BOX 111 COLUMBUS, OH 43216-0117 ATTNr TllOMAs HECKATHORN; until changed by either party by written notice' Exhibit No. 4 . Schedule No. 11 Attachment W ' Page2ot27 Witness: J. T. Gore sERvrcE AGREEMENT No' 5[7// .CoNTBOL NO. 1997-08-16 - 0002 FTS SERVICE AGREEMEM effectivq supensedes and cancels' as of the sectign 5, $ppercedad Aqree$e4$. This service Agreement ffiAgreements: SEE APPEN0IX B. OF PENNSYLVANIA, By: 6M Name: cAtrY\-Y F{rvtol p{u trJtl tr! o Title: ( *rr T / ,_Ce DatE: /lrY ?o) tq\') CORPORATION COLTJMB IA GAS TRANSMISSION Name: 4. frdl /'qr'" ritfe: 4# frza nrer-, Q'" ' Datal Exhibit No. 4 Schedule No. 11 N Attachment W CI Page 3 of 27 C' Witness: J. T. Gore o I o G E o I F o o _"1=lne r : to.l. ;s$r ; ; .99 5?l '5tr.99 E.el tcoiDo EEI =El I I z hl o l $* e. N <{, ,\\l EZ fl \J o- I E E " il zd (r-o{ 1 H!, tr ?z : EEI o lz< fI E -cl> g;el o O-J fl o T'/'> a Eoo I 2 -z El*oo-.o-'l o t=z 8l .E(t u, os sl I oZL l o H< ah #Elc 'El ?r-o E El P,l o o EI { 2rn E EfI x i<< g;nl € -GO E E; tr o HI E rl o. a00 o { E- B.l =DJJ oo El QO Irlz l< p8. lg[ cn9l E I E.s lL.tr , €El o3 t{i: < o Eg oEl o z .P9 l-6 f;El r s o o PI Eo 6 ' Eil ' f'El o F (/l(LI Et o. Exhibit No. 4 Schedule No. 11 o. Attachment W 0 Page 4 of 27 C| Witness: J. T. Gore o I G I o o I F o rt .l.. tod 7? i .Po E=ul 'gE GO FiEI cEO >El z : L \ .ro \.1* e, z N l- \$ ci h 3: I z tJeoo l: q.go.!f 9o PEI ; Ev L,6l-E --tr o Eil ;(' o +, o :"1 m f=l, Exhibit No. 4 Schedule No. 11 Attachment W tit Page 5 ol 27 Cl C' Witness: J. T. Gore o I $ o ID I t\.s r4 ( -\t o { I il a $ F 9l ut o zl,r F t c Fa? -ll z -1 l d nr lll 9} tf =O o cCl{t o -Ez u F-. z \$ t|. o ]i Exhibit No. 4 Schedule No. 11 N- Attachmenl W o I .gr Page 6 oI 27 o ? tc Witness: J. T. Gore C' 'F: hb Ost I o aE io o q 6.oP I g o9 .' E !r a g; I h o 3': o 'E" 6< o ?o -. .i E-c F.E --ztO g Eq-E .Er E 8t .9F'>t & 8< oo 8 -"' cct .= EE(re .go {c E .x€ Fd EF z .t g! o o 6,0 F. <.P SuPerseded Aglosments: SST 8067S FSS 60682 Exhibit No. 4 Schedule No.11 Attachment W Page 8 ol 27 Wtness: J. T. Gore t.- .o \l N :H o la=o> I e{ o ut 16FY('-) O el 5.) rn o g) ,=c14oLP oI XOr o) of rol CD =o o 72 .96 -=# 6rO\E do o E o g)tr() .=(U o =zOY E 6l o'6Gc atrf!(, EI i-N =d ;rE({t E-l \,, I '= fit EI E; c.t ol 6g q ot '6E ol ILC oo El -l (!l EI g) LI f;* E (LI t0t-vtrrs'F '=2 HP I (UcAp d oo o'5 o! .-{ z =6 >IL l0 tr] E rltl.g,g j= 6 EE SL oooo-FE E gn Oo L2 {trEerr !: c),CF '99@'55E o-EubE I e E Fe rrZ x t :E dl !s --- E ar- E'= PE P 9 oo>etr ! Ea cL tl ir: E2 " s "{o 5 f E €E frE u)o- m L) o) :o -o")z oF (JO or F-{ @D- ra or Exhibit No. 4 Schedule No. 11 AltachmentW Page 9 of 27 Witness: J. T. Gore .9N \f ('') N >E r') o Eo,tv= I O* 14- ou) Fvc. glI >6' o ,E= qQ a X.EE o) o ox ro) ct) =og o 72 ,96 itosi E<) o)tro o .= fil + {Ec=zAp E stl lgo RE EI >IL "J ,ig *"e EI oo .Ego>ol lr F .l!, L ol E; ef S Hfl EI c') dl fooob F6 JL ''trl =9'Oe t ct ooG.E q,g r'l z .g.g #8 R €- Jl .gl otrtrk E iL oo &tt G.C {)oo # EE: ro 8E * c.l e H Ec v €,+ 1 T *o Fl €E #I --o-o) f;f 'L- E rn {Dot- gE -lU4 a t' ezo= u .a 5 fiE _Coo ,= oF-.1 OD- U =Z- ^r o .E,trdr€ tl| OO r) A) A- c{ Exhibit No. 4 Schedule No. 11 Attachment W Page 10 of 27 Wtness: J. T. Gore tlr $I ? tO ? 6, o? Fd)or .t z9d o;?b .e+ B Bb z F tzo H tA nE{ -Gk-@F: 11n **sH8 7'Ah H zF3frEE tDorn +r &E; gE **" Elr E :1d ot Htgfr"tl s rn >r f, ,9 il 4zo.-=o19g.ab4 2g E --' (,)5 .Et 7 g H.Eb ci H>Fl- ii6oou E r Hg Er=rH 3 E u'=,F; -.,aD .rFEE $ -d F F 8aft9,' O\ CO C\ F- (o (t-l CO .'1 I Or-tf)rlOor-.1r- b E #i H',ft 'ofipil a or{$-tF-lDr{n 1E'28 fra aHHl; fnr{r{ $fr .p E E 88HH: I E6 Eo' Bfrfi;j or4 Ero vtc, FOEe" Ei'l2A -'!2oEHEdrq Ei g tP ?.? 'q ; € 66sg sa 6^9fr1-fl,2 x 5- d ru t'r4 Y44>rn tre>o {_ € EE E; E.#BEE H *E =o E E -fain H-.=oP(trcrlFr 6E;Y,2" Fl - P EL E c = = 4 t i * t B A SEHA BHE;E iEr,lE|.Jil|./)c(g!'"26 Zta &qoHv) o gS RE H hc 8838fr k F EH HE a) sHsExtfid$ E$ur'7 F< iirdLr)mHs fin E6!si, &lr- >FO-:Eorotrt E FB Bt H=3Eg eF a. *+.9d td tl "Ho!tr trl Y ":onZ, EHv -1 z z ;- 7B r4ul z m6 Xn>e. ifiEae=_Fod AA gBEBi H ;;nss3ss3 k cjooooooc'l$ gH d razt2dF [:1 :rOild e.rtdEts'dHT= o =g=88333366to\o\-o\o\o(o\o 7F{ b) rn Exhibit No. 4 Schedule No. '11 Attachment W Page 11 ot 27 Wtness: J. T. Gore e< .A EE flS t- x+ F.gio -LOEi tr trxoc d Ft d'* Ee gs = 0-6 oto 'oo I olCD a oa) ltt tt o ${N zoct Ez .9E ,9 >tr"b trooo C >\>r c.l co N C.'NF E8E t9-CO soxf coro+ o n, gg ts el ,Ld EEl tl .9;F -: iS :lt .=trs)olEh.i gl o)tr o FEFEI z Ov J E fl EI (5c'=z 'f s E o'- a Eb E EI >d H dl o(9OF. sH 6 zlts6. E9tstt 42 fr A EfrgE .=d N O 3.E atP t*. o,C (Uc=z sf' .9€fl o'n Ot-rd >d co o- co .HEF eEFc F 9= z +tr < #-E ; € U, -t- Ebge^ ^o 'd,6- 3E6F E(u 0 OE (]o fi a Et ID(L o o o< o) :U J=' OF a oo O)rO v]L c0tLF Exhibit No. 4 Schedule No. 11 Attachment W Page 13 of 27 Witness: J. T. Gore Fp €i EE€I tr lil EEEFdI E.> !4 6 6J E8H5I o|{) o -lfl o O >r> ({o) a (Y) s8 El o \tI 5Al o 3"1 ol $l I zod :-l trz HE Eg oo o6l d(J Yll EfrFEAH '5 - z 8 flE-lP .9 "_1 G LI I ts,=P9 attl I Et I 6.5 '81 | 5g al I ooo> gl -sl trcFL ot '=zcHl oo ol I H 6* | f,H F3 gFI ':oon rlrEI o.oG o(9 z.Eru I T .Er .cl I E EE t o)l I tr)EtrEE drf r: l* {JOo 'tEt cfi lH ,HE ts I l.o f 4 F E l3 EgLotu) E Eg t< rDo)> ^olL CLT,AET E E l ot() o a g)I $FHEH; c\| a caf, 7U7i* g^? o+ Nolo zoct tr2, o .E ,96 L EBEEFFE .9 .ts o oo>tr cL trfJ 'c)o frgEi gEH a i oU, F o E Eiiuq iHI !! F g Fdg.gBEtg o + oItt T c \f F p* act ro f,d gElll g?Eg ct ot z 5{irQ, ii; oo o ,Eoo CL E oc o oE genEE EFaH E XF € tEH o) EE F { ho) o t9d' g .9t 23 fr f, t :tlf oo =o dt =ciF o Er;ti6tHFegF .x T' o EL CL EgEgHEaHEgE€ + E $ g?EHfr E**E zzrC! zc.) I.L LL otL Exhibit No. 4 Schedule No. 11 . Attachment W Page15oI27. Wtness: J. T. Gore p '6c E-a o ,.,i Eb€- H # * E :FE eg F E$ fi E E EE E g E$ E E 1 €;66. E B P E€ ;E E.x ':.4' tr orH F e E fi 3E E fe f P E o. 8€ j E; f;=e t E H Ei + E6HE fr E ca -A .*=2 E H e F F * €E E E -' o : # ::g E te € E F € EP € EE F * € H E* g ET T E 6 F EE E gE _ .E * *g g g atr 5rEEe.*EEEE;i:! ;s F;HEg'.EtsHs .E p3 q E[gE E :EEE E8Eg EH E9 gE f s;+ : !E E si i=,geg Em er t It *t i q I I?fEEHErqgEgfr E I . zc, .s.sdE;F6F €E pE 5fEb gFfgH *#[3 f; = I c u,E E EB EE mE ft tE cE* t I I r E E fiH Ee rE e **t fiHH Z I 3 #g HE FB gE g'f;f; H ,l L F €# Fg aE :Ps trfi trxoca EgEEs o) =*f8 ott oI GI N o+ 0+- fiGlc) zod Ez .YO o*- >tr dooo fi,9)oNOIO ro (Ir- \ e,l EEt s Cr)FN gx o5f -c .9= r! bt; F: e el 8I u :ii E TL $. lt- 'Ffi ; El o ;-i E P ,'' ",P-: 12 F g& ETI ai tt* o* H Eb e gI CF =2 ft; dl ogtoe. E8 t zrulgd E €€ E EE3f;v v F ED F* E Ez .oo)N@ F .F-@ d o F ffi= r+ F- 'F E E gf Hf,E 3 EEF e3f;r F EE;g +tr z z g --\J"i T T E -E e pE E6 O O F 5 f; E Et R 9 HTtr[ ctHI (no-oo (noo :v J7 o= r ()O oo sJ o_ Hf,P P Exhibit No. 4 Schedule No. 11 Attachment W Page 17 of 27 Witness: J. T. Gore >o fE=o tr tr >o c E; dE >"d*rE F $.E, o (J o.9 o : d E=0r> N SA +o o'E- o+ .9n|o zod trz .9E .PF E .g>tr ,ts 6dOH N trtJoo (\ (f) gE (f'. EE (f, F E "g Ig oo sl gs st E .s' '61 .Es :l 9l o EA =t cDc F fifi s 50. €lq 2r Ft bi.==s H #bao ,tvfil fl =d -€ll E3 -:OFF FraE! q) gr6E .Fd d =z(!cOp g*F E8 sE F ro sEFr N I $o E E E'=- O'H tL' Ebss Q E :d { *E fi iz o o= J oo O CD [L O ot =o)'7 olE (/J(L Exhibit No. 4 Schedule No. 11 Attachment W Page 18 of 27 Wtness: J. T. Gore un j tr HH ; g f;2rE E Euae E o) E 'o (t HilF oI (\@ I SfrEE H n \to o+ rBFE IuF c)G|o d P fiE;E EgE zo tr ?z o qBf,fr .eE E 3H$ .g E oo>tr"h 9P 0't) ts=of o* EEgfifigFH '3,.=g E E??F EEH. E FL ulotrE E_ O- s 6aAP{ iF; F6 3h ttt gflfrgE sts o(,GO g E .ct.EE lr F EE ggEIHEFfrHgHg lrfJ 3[155F!.== g*FF * E E g=iEe F=EE =€rBE.ggF sEsF ESEO r E E E=qgft Bogtt FP?F +€E EgfiEEH*.E;figE ,B=8 € EgE3g35HaFgH tt.x frFfi; c n a fi fi*f,sg al) EL EL ggagffiE: :B.fia E fi F [H=E[ cfisi S F F F?EPu B?i9 zz c,l z -u-u- TL r--cio rr) Exhibit No. 4 Schedule No. 11 Attachment W Page 19 of 27 Wtness: J. T. Gore E.rE^L 5E 6,tYt t €tgE SFf gBE 5EE E -H f €E EEEE iE *Ff $aE E g # t E; * Eo*E E" #; Ef f P E; g S r E I E Ee I n+ g E fr .E E t E5 cE EFr f E* F# fi E qE# g=FE E"$ E gigg$uE s* i$ 5 $ EE E :E E EE EH Efr E f* Efi i $ *fr*€E€HFfr$EE$ E I E fi{EEfHf;f $5$F# # I gI q I E , E E Eg IE EE fe* E * 8 E g€ + EE EE z fig ei$ E L t8 1E gE IE FFd o1l' c, I @ Eu$d 5 ? crt I ri(\|o z0d cz 9E -9ts I 'Ealo EO I I -lol E'q$'s$ Fg f,H rt a q g) Ef EH I zo $.giEr F_l E cE IE -ss g E'l fifr CN I E oE I E*u r, l sE { g g $f .x e la'$ F E (D *F*" 1",, $ e = P s#'q,i€Ecr s{@ 'o-E9 I| o gt 66@=tts@ {o'-th oo- Jto tL @ o Exhibit No. 4 Schedule No. 11 Attachment W Page21 of27 Wtness: J. T. Gore gtl| a ? @ T o + gct q(r| d -0lz 3E EE goauo E EF E.' El q.E El Ef, frg g E Eg H 6 Ul a-l .t .d{!*r o 2 ?? .E EE fio E i*6E BErf;E g€g .FOF. 3Z v) ,BE$ 2E c] eSFc u{ gE GI n N + IBES E o q.o q $EgE € EE J ozTF o CF a+ D EE $ TE UJ fil 0- C.l Exhibit No. 4 Schedule No. 11 Attachment W Page 22 of 27 Witness: J. T. Gore ,. tri,{F c i HE il nfl*m fl I :Eilns Hi 1|l -H 0o EnHiH iH (oc ErHss sfr t ? a # en:t $EE + ; co qu$ IN HEHHr ;ut ;F l{ C P r'lEtf d . d' ii E '^'PI EeH E= H qE: .g{ e ts'=i l l Heiur EO66 ii v?,S HEHEH fg:: EF { H t 8F To 6 i :E;Bt ssufi db R F3 "srfia:qgfi FO g E ; q'sfl aAo sflEas oo6t! t! l! ; ! H HEi;g HEHH 35 FEE Z i9= i F a:Efis l:Hn HHEE EEfr[ deSF ! i : ilxsfiE ,.EL:!. H g EEHg E€$H n HEHHn =ci* SolYEEoE<5 B fi r HE;;H F FE E E glflls Etpe stg d In t; ;H.8H isae 8=S q o fi ; I:Ea: lggn X 'aHa 15 t, E HHfsl e r I gQHt Cl E i fi' IEF*F i i I HHHEH EUe9 e I # F;EEH gfitH z ctz g,)z II tL u- o (, Exhibit No. 4 Schedule No. 11 Attachment W Page 23 of 27 Witness: J. T. Gore .E;e.','b to E E o i i o ? .D [E E I F gffiE ?!t ctQ E-E !t({ d z0 E cz $Efi EHf .gE .9! iuo gEEHEciE EC)'E €,5 F;! EE F sEFEEggEEE ggggggggglg;g .fl I I I I IEIIEeEtgEgtggg I o a g*E;EAtEE€EfiEcE€* t(J .J l> I IJ (l) rl/ tJ) t- P' 0) o f-l_ fL E #EBSpeEgE*FfifEE; rf, o .H a l> () ci [_t E OJ li dJ C) F oflJ EEF€EEFE$glglBtggf=-'EE F qE gE qflgHE I E E I d Prru tgqEqEsdt4*Es E FEFE F$e$ o Exhibit No. 4 Schedule No. 11 Attachment W Page 24 oI 27 Wtness: J. T. Gore FC> i Fr fEE lrE fi ra cG| ? EFEFi a G| C' d €! toilC' 20d E- .96 .sE doaDO 5E tq e €l EFgE NOOOB8 ;E f fl E('E t't ct ,=cGtolE F B.'EI ECF(rI t! c E Eg E E| E o g dl o z dO(lF. 2 I o tr E o< E 14 € BcEE E €E a6 =d f; E 22 ?ft Ir F tD f;EE ,E52 ci 8E fiE t\ co >o-^eE nrilB FL H i$fE a4 3 -to o- 3 Fg#E P Edes*$ Po azt6 frgafi N€ c, (D f,r l.- @ (hLt5'6 tsE$h Exhibit No. 4 Schedule No. 11 Attachment W Page 25 of 27 Wtness: J. T. Gore o aN ? .lt c, o6 !on|c 20d cz 9E EE UL'aDo o E EE g ('(\ F: wl EA tt' EE H EE EI il E$ EI c fiB dl o ct- o. OO cD =6tg .E ?eqE E EE gG IHiE z,z 9*E E) .E ci EE* =z 8,tsHf oESE 20_ EE?F E o & $Ef;H cED ?ogc .AZtF c.o =9o= €EU)fl- Exhibit No. 4 Schedule No. 11 Attachment W Page26 oI 27 Witness: J. T. Gore tr rd& o B b n l--{ H Z ltl iil r,l a It-{ Hq E4 v, Er Z& l'IEiOd oza> trlPFi {E H |J)r|l A fr rl r.. Fl , CI 4 rc4old ? (, {Or{4 F .Nd\oF, o o!n@H E 0l zH 4 +J Jd EJ @I (|t E1 HZ& o t{ Z Hr'l €t E ja&zufr ro Gl u q{.{ BsHB$ d t'lilD -=2 o(J)dFd^OoO /-l do o E t{ azoz :o t! a ETOHZ|{ o zE o E ! & .. Of'l-^H,t U)trH f E H u ou)odA Eo 6 .g o o UZq(9Fl a HesIH rJI QF trI EE d c dutot flh o (otsl o 0, O HHX tr= t4 O.lHfiO a o FrtrlHlrlFr gt- vl o i e,oEio 7) p o>d'-lH E5gts t{ Flr3lqac(r'1trPHA GG oc .o> (' DHXEd oo E o t4FlrfD Ol! +t tilHt!{ ,a.o .A c n]o(f{(t) .rt & nXFi EE ..{ o 4x (E P. Fl t'l E E( a tnHu t{ H br (l4<(')tr $frf;8 o d J'tA(,EE" .Fl Z lrltl() i-!!fc d 'J adEdFl d5 l-{E()ttlV,>5OFlt'l d o FHdotd o .d UX |l =E€&ETI.F o f4'{4.7 E E EO o u] f{2VoD d f'{ ( r-{ toEp .{ fd fr: to UJ ts E T Fl t(')NB hE c 4 @EiO@O rd H.O F1 .Ff +,O Hl'|O6r oo $t$ UI OOt -2tu g=fi I t 4 .8EE I 6O. Zts'{cl&1 EEr,r UI vt H>4 Ll4 x 8 o mE!4tr}lEdr'ltl +J l'1 Fr I F1 E E o &A (F{ E C |or'IZ E q{ dtsHk e.t o br dEoa H l'1 A E< t'l ..{ o Hzti. 3 HEBO(r) ._t o >td HH ! .-r C(dAHri tO rl Fl Fl t'I d o IHo vrIcQZTNDHF{ r -l v, rf:Z o. (u Ho()6F{ .q E zzfllo |€a G{ ts(HETA, zN tt(, Exhibit No. 4 Schedule No. 1'1 Attachment W Page 27 ot 27 \Mtness: J. T. Gore q e le iEtE E EgE ;EE c i IsE $EE E ;;frpfi$8EEg''EuI$EEE g !* i E c;$ E EBEI H €Eu*'*ruielE gEfiJ )O rE, *g$fi g[EI* Efi Efi E IfifiiEfFEFEgfEEfi o o $lL a*EE55gEFEg**EFg; co. u a 't E .g' ?' {l) (D o N '- L t= --J ct C\J U) tr) E C, fea5e*Egrg*fFEc$ tr o ci U' s& p t (J o E !-ij E ft u, L (J q ct .Ll j EEFFEg$fi$$fiF*FEEg it1 F iri hig |l,Eilg >.F >gFT $g-;tI;rgflfrr;gc#* mz. F8 UAI-H Exhibit No.4 Schedule No. 11 Attachment X Page 1 ol 14 sEBVrcE AGREEMENT No. 54 Z {Z CoNTROLNO. 1SS?-00-16 - 0007 FTS SERVICE AGREEMENT of ,L . rc-fl bv and THIS AGREEMENT, made and entered inro this E-day { r between: / lON COLUMB IA GAS TRANSMlSS ION CORPORAT ( '.TRANSPORTERI') AND COLUMBIA GAS OF PENNSYLVANlA, INC. {''SHIPPEFtr) herein contained' the parties hereto agre€ as WITNESSETH: That in consideration of the mutual cov€nants follows: perform and Shipper shall receive service in accor- Section 1. SeMce to be Rendqrefl, T-ransporter shall and -applibable Genaral Terms and dance with the provisions of the effective FTS Rate Schedule Volume No'-l fiariff); onfile with the condidons of Transpofte/s FERC Gas Tariff, seoond Revised as the sam€ may bE amended superseded in Federal Energy RegUlatory Gommission (Qommission)' -or ThE maximum obligation o{ TransportEr accordanca with ths rules and regulationo of *" commission. the points of detivory at whichTranspofter todeliver gashereunderto orfor Shipper, the designationof and ttre points of receipt at which shipper shall delivar or cause gas to be delivered to or foi shipper, A' as tte same may be amended fiom deliver or cause gas to be delivered, are specified in Appendix shall the rules and regulations Shipper T,"ntporteL or in ac+ordanc€ with time to rime by agteement betwEen ot "nj provided subject to tha provisions of Part 2A4'223 of the Commission. Servico hereunder shall be that service hereunder is being provided on Subpart G of the Comrnission's regulations. Sf ipp", waffants bahalf of SH I PPER ' shall commence as of NQVEMBER 01 1999 and Seclion 2..Term. Service underthis Agreement shatl ' ' 2014 and fromYEAR -to-YEAR thereaftar continue in full force ancl effect until OCTOBER 31' ' written notice to the other prior to the end of the unless terminated by either party upon 2 YEARS' pre-granted abandonment sharl apply upon termination initiar term grantsd or any anniversary dnto thereafter. shipper may have under the commission'sregulations of theAgreementsubiect toany rightof firstrefusal and Transporter's Tariff. and furnish Retainage as deseribed in the section 3. Rates. shipper shall pay Transporter the chargos by the parties in writing and specified as an above-referenced Rate Schedule, unless otherwise agreed io amondment to this Servlee Agreemenl shall be.addresseiJ. tq it it'Post office Box section 4. Notices. Notices to TransportEr under this Agreement Manager - commercial sei'vioes and notices to 1273, Charleston, west virginia 25325-1273.Attention: Shipper shatl be addressed to it at - ;: ' ..-1 - . ;; COLUMB IA GAS OF PENNSVLVAN IA , INC "'. JlI 200 clvlc CENTER DRIVE - r:--,!. P O AOX 117 COLUMBUS, OH 43216-0117 ATTN: THOMAS HECKATHORN; until changed by either party by written notice' Exhibit No. 4 Schedule No. 11 Attachment X Page 2 of 14 Witness: J. T. Gore : sERvlcE AGREEMENT No. 66f/z CoNTROLNO. 19e7-06-16 - 0007 FTS SERVICE AGREEMENT as of the effective This service Agreement aupersedes and cancels' section 5. suoerseded Agreernel"ts. ;"1" f*t*f, th" f"ll"wing S"rvi"" Agreements: sEE APPEND lx B AS OF PENNSYLVANIA, 1NC. -r(y' By; NamE: Pr/" p Title: k(f 10fln1 ANt) L(o Date: Jvr{ 7o l1q1 CORPORATION COLUMBIA GAS TRANSMISSION \ Namo: ef. -il /'/t/ , - Title: Date: Exhibit No. 4 Schedule No. 11 Attachment X Page 3 of 14 Wtness: J. T. Gore o o c, I o I 0 o I F a I C Fi ot d A{j i1 :to 6€l o n' 7Z g .so "=l .u +t Eal 5troo FEI eeo >Ei I I I $/z FI I N\ >r Ez:.; 8l qN t .c l- 2 3: I. .trgleEl Ei -i : st aEl F-o> E;iI =o-J EI Ofc}> EI I 3' o '6r =,8 roo€toerlI .TEIItl rE;;'5ozr .c, El I E FI P-I tt=* F Er ;€l :Eii cr EEI €-r, .E gfl : fi 5 *o EI F, rt g lr- otzcl oo .g lo oo F I'l(t lul lE Eg ll=G Xs, opl . lEtrEl { ze 6a N: '6'51EEI |lr ir L-,e; 6 ,tl v d E o o T ol F .E€Ic.:l o , fil E?I .- -.;[ o d ,fi., < dr Exhibit No. 4 Schedule No. 11 Attachment X Page 4 of 14 Witness: J. T. Gore o o o I G I o a I F ID o "lt -o EFul i .99sE ';rao ; Fat !E(J EE z I r{; a \ {s I R E= Nl I \ 3: z t:It Irl< tJo.oo 6.9. l' o g6e-c cElo9l €* CE r- 6t i€I : tr t'61 o o o o ,'l Eo rl gtr 501c .l $El r Exhibit No. 4 Schedule No. 11 Attachment X Page 5 of 14 Witness: J. T. Gore o o o il o d) 1.. F,r. I S$ o a Is(\ I \o F $nr o tF o F z+-o d z -1J ;o lursF E^ry.n 72, uto (u+ts .EE a 6+2 f ,gE u, l-o+-|t E Z I ,g o9 o o ltE I g; I ; F o '6 o a< E E+ a; jO TF --z Ei: co .go 8< -5C-!3 a aDo crO EEf t'O : {c s'€ EF E6- Mt t; {o*8 \F. aLo{ !r? N i2 a '7.g. N l- E tr5 \ E; o- :c "go9 ,1' O od 9 :€'og -! 7oo>trP--l Pr.ot E-roo 5 -'Eco !co Ei;; 6 EL €e9i o uts .93;" E oE EgFO IE 8&,, i€E'6 o g \x s-b;f 9 o 2e. $ .N\ F N I F o I F@ ol ot?o : FO F ore ci tO o P,o TZ c ,c9 J .9F E >g x oo 6 EEO {! E dJ z 6 GtF tr{t) o E1 :Eo- f GI o .E .r' u,tr 2 3: '=(d G' 31 v-! z U'F < oc ^b f z o'= ao- EO-J a> -tr-o>i.Tt= o o -P &'9-z 15ozE8fr;r T'q qt ol JFX" '5e eE"' o =? I F N I t c I o 0 !t >.9 a o d '69 tO ogq (t' E ,eE=z E6A 'itsthE Er) oo d,9 5 rEo >8 z ; 4() EZ No- ta FG' oo{ Do- o z o)tr 6 z< .F tE gr 7 OP=> I "2Ir o > .=l oc Erco o'x Fe;7 ;l^ol >d *€, u El <22" 6l EOO!COdo 9,H; u 6l 'iYro bl L ,ii tEl t', ,f;ei? El o' tt-r 'F €b"o vr? oc=z ul {Eoo @.x p Ttlpo.E=-- >d o| F :)tE= q"JJi- oo !l o I A o oo fle E 6.s fL-c or9 an 9o Ee =(E>? (!l l-,l-tr 6 T; oo o o tn o- o o P o o 00 c. =o)2 6x !I oo td 1r'Jo- N Exhibit No. 4 Schedule No. 11 Attachment X Page 9 of 14 Witness: J. T. Gore +a: Nr{ L a) N +J I F o o vl I CO 'F o ->10:+ F ts' o _\ o S.i t-' z?-. Y\ a; z J ,o |lJ utF. o E^ttt,L ltl < o !.r o ,47=2 o dlz,.* ,gE !t F o + - +.= >troo t z 4 f, o rI= cco d" lll - c >(/) D f - f {6 Itrrar)>frY - I rrmociE oF .E-oulD {-o'+g{oF.!>2, l-F F J:T- o laz-t'l+6 z ul> - {G' >A N (E o r\i -\ I lO o v o ro Fv C.l c) ? =>r cr '=cFP rD o eI XG' A o) (5= ot r\-- o) EO ct .98i2 .'Q ooE E.) IE E o o,tr{t) g .sF .9 y =z dt ol ffi; cl g8 X-{'i: 8l d'E $ EI '61 *o Eg E (Jt oo '6 -> ol ILC oo EI I gE,> >t ol FI rl .Fd $ Eg E Au ']o sp A Q.S=z H ct trct : lgo o oi o'-{ z .g.g 6 >o- d fq cD E "o.CI E E EE € C EE O $ p 86 ft 3r F o.f;F- o\ g€ rl e F .FE * oH A]ol .+ i fi Fa (J I .. a,(92fr OIF (J # E FF .c= d, &D 4 d In fi b 9e .fr 2. EL Tr E's =S g ,dc'S #F E=()OtrlE(U 6 6 (/)o- Id m H Ot E v 4z=o r{d OO ooro an- dioco ; .. Exhibit No. 4 Schedule No. 11 Attachment X Page 12 oI 14 Wtness: J. T. Gore c .=g .+co Nc +gsTU: I o-o ct ro COc. rr o 1 >6' o) = oI FgS C" o.|B gE5 o ==2 .9E .9, E gooo o)tro) .=(U o # Ou |[ .Xl oc=z h6 Ell o'5 atr >IL E.g *J-51 o>.=lsF dl *eoo |ll>rOl LLC .9, '!, ol EE ZI gd El "r .-v!o foou,* ,Ea El N Ulv I tll lE =z R ci CIO l9o:Y.= to Z ct llt >L N .o eb EE'Il 5 €€ g i!e. o(J En (J(D4of I b u-) rg c{ 3E * I s H Hc 4-; F8. 4 o)=dr or Etr EL o(,,EF .rE @ oo CL T' 6T cLcOc azsol: 5'6 6 CI) D- O o) EfI LN i .<- c) -E.= H Oo rr) Ul O- c! Exhibit No. 4 Schedule No. 11 Attachment X Page 13 ot 14 \Mtness: J. T. Gore e t ot\l I rl? Q I oo, (t) or$ zoo cz .96 .q.: o oro>E dc) H EJ ZLN4 Z r-{- d of'r &^(nu)rl & Htd (slFfE{ .r *.. frs'RH"8dFd r;SrnE-b do] 6 e g-^q Hfi8tt .E 6E3Ee4!-rm!4 4b.H-rci E _ : ;6 ll.P 6;AE ?SHr to*EdHEdBE E o'E 6- F{ rnQ 55ES* $ -d .=.(FF ErF tEfiEil co6(.l€or-f'4@OOr =, = Or-!O.+OOr\F-{C- fr.8 tr8 n @r{vtlf-fDrltO -{ E aEHn; E fY)r{rl gfl f; s H.E uE EEf H* ? # :? FH =H:EH qt 1'b urJ.fi.fi UZHo OdHr'l288qfl X tr (E aE f']d H E1>I4 indilO o = >O EtZ ? €E Hr SAEIH MOod f'l Flg .EE;3 eZ F1 40 4 5,89ff F] o4'l p] F t:dt.] H E{(r) s 86 i2 E-gHaH {E r{ld>>tAZF{ oia >azo '/) iEr'l>uF((nc(oEr A ZtA & OHtl Fr5ldC)D(Jl-rEO bC dE Gl 'orrlt4 'A H43dEHEafr ts q H EaIizBttdo.d r,il EStdS tt Z t'1 8.8 til 4adI'1c(ddFl4 Zn EtsHB,d8.58 Fl hj r--r oi Ff t or Fr O cJ pE E: s) UE4(J()ID()UUU . Fg Hil >Fro E E,E gS dHHEg c F E 8,r*FoFltr .Hd t'l E azracj m Eo) >E{ EE=deE F{o{ ID z frfr *ft8"'a o <,F-COr{c{14sf4O aE'iti 4oEPm H ntrls)(o\o\o(oLoc- ED[']E OOOOOOOC{C\ gH k OOOOOOOOO F ooooooooo (l] (.o (o ;tr,, fFHsE'dHES tt) r.o (o \o \o \o \0 :o Fr tu rh Exhibit No. 4 Schedule No. 11 Attachment X Page 14 of 14 Witness: J. T. Gore g< i' Ei F frE. sEg€ -o.9 N E€ pE P? 8 Et g)- g EF 8 E* *E"o) .= ii p,_ c'-. f E8 72 -?F 2g ,Eo .E E==E .o.i h P EO F ;€ .g 'F(' b :E Ep F EA H$ 'E5 8rp-z l;oE te! ff eg EE *E :gE ,H F $fr frIE FE illo oo *E se€ \ fii ru Fi< krH d"8I I .r{ ) \ U1 +Efr'E IaE ilA o E o o E ;; sF aEt 0) N g s oo EE 685 . .rl L r ^v sERMcEAGREEMENT NO. 8,OTt,$ GONTROL NO. 2004-05.21.0008 FTS SERMCEAGREEMENT THIS AGREEMENT, made and entered into this /4fi uuy ol Defrfur-' , edoL+ , by and between: Columbia Gas Transmission Corporation ("Transporter") AND Columbia Gas Of Pennsylvania, Inc. ("Shipper") WITNESSETH: That in consideration of the mutual covenants herein contained, the Parties hereto agree as followsl Section 1, Service to beEendere4. Transporter shall perform and Shipper shall receive service in accordance with the provisions of the effective FTS Rate Schedule and applicable General Terms and Conditions of Transporte/s FERC Gas Tariff, Second Revised Volume No. 1 (Tariff), on file with the Federal Energy Regulatory Commission (Gommission), as the same may be amended or superseded in accordance with thd rules.and regulations of the Commission. The maximum obligation of Transporter to deliver gas hereunder to or for Shippe;, the designation of the po-ints of delivery at vrrhich Transporter shall deliver or cause gas to be delivered to or for Shipper, and the points of receipt at which Shipper shall deliver or cause gas to be delivered, are specified in Appendix A, as the same may be amended fom time to time by agreement,between Shipper and Transporter, or in accordance with the rules and tegulations of the eomm.ission. Servipe hereunder shall be provided subject to he provisions of Part 284. 223 of Subpart G of the Comrnission's regulations. Shipper warrants that seruice hereunder is being provided on behalf of Shipper. Section 2. TeF. Service under this Agreement shall commence as of November 1, 2004 , and shall continue in full force and effect until October 31 , 2019 Pre-granted abandonment shall apply upon terminaiion of this Agreement, subject to any right of first refusal Shipper may have'under the Commission's regulations and Transporter's Tatiff , Section 3. Rates,. Shipper shall pay Transporter the charges and furnish Retainage as described in the above-referenced Rate Schedule, unless otherwise agreed to by the parties in writing and specified as an amendmentto this Service Agreement. Transporter may agree to discount its rate to Shipper below Transpoder's maximum rate, but not less than Transporte/s minimum rate, Such discounted rate may apply to: a) specified guantities (bonlract demand or commodily quantities); li) specified quantities above or below a certain level or all quantities if quantities exceed a ceftairt level; c) quantities during specifiedtime periods; d) quantities atspecified points, locations, or other,defined geographical areas; and e) that a specified discounted rate will apply in a specified relationshlp to the quantities actually transported (i.e,, that the reservation c,harge will be adjusled in a specified relationship to quantities actually tr.ansported), In addition, the dlscount agreernent may include a provision that if one rate component which was at or below the applicable maximum rate at the time the {isgq!q{ qg5qqg1!ryqs gxgqg!.e_q qq!.sqq!q!!!y exceeds the applicable maximutn rate due to a change in Transporterts mEilmum iaE-so thEf subn ia-ffiompo-nenTln-stFe€luEled-lownward to equal the new app.licable maximum rate, then other rate components may be adjusted upward to achieve the agreed overall rate, so long as none of the resulting rate components exceed the maxinrum.rate applicable to that rate component. Such changes to rate components shall be applied prospectively, commencing wlth the date a Commission order accepts revised taiiff sheets. liowever, nothing contained herein shall be construed to alter a refun sERVTcEAGREEMENT No, (oztaq . CoNTROL NO, 2004-05.21-0006 FTS SERVICEAGREEMENT Section 4. Notices. Notices to Transpofier under this Agreement shall be addressed to it at Post OfficeBoxl2T3,Charlestpn,WestVirginia25325-1273,Attention: Manager-CustomeiServicesand notices to Shipper stall be addressed to it at: Golumbia Gas Of Pennsylvania, Inc, 200 Civic Center Drive Columbus, OH 43215 ATTN: Scott Phelps until changed by either party by written notice. Exhibit No.4 Schedule No. 11 Attachment Y I Page 3 of7 " Witness: J. T. Gore *f sERVIcE .AGREEMENT No. TO )- t ^v coNTROL NO. 200+0s.2t-0006 FTS SERVICE AGREEMENT Section 5. $upefseded Aqreements. This Service Agreement supersedes and cancel$, as of the effective date hereof, the following Service Agreements; FTS 75958. Br Name: Daniel D. Gavilo Title: Date: t0 - 7-p{ By: Name: Title: Date: OeT 1 I zoo4 Exhibit No. 4 Schedule No. 11 Attachment Y Page 4 ol 7 Witness: J. T. Gore i,e >l EEE] lr Fl ol l E-.8 F>I .D o E$ AEH C' --'81 I ({ I ort rft o I ${ zoG; I Ez I .YO .: .9>C I truoo I I 8l_t r $Erf,u''{afraH.pl g I Eg EE I ,H n' 2 { E '=, I rr; ; p -;l E',FI F ;EB F, l $r ; fr q s l; +cfi? E l- tfi €P€ lX 5E IU '= l* cDltrl Ezl I.=oo lolr c4{L lQ Exhibit No. 4 Schedule No. 1 1 Attachment Y Page 5 of 7 Witness: J. T. Gore F"s F +E; -ll: d E E"E 5 [J F} (o =r.= - o E+ MBE oI EodS= $ ero \fI o N tD> NE 2od flE Ez 6H .9E '6 .9ts o G,O>tr dc) .b-bs EEd r 5-C .PC'6 o F .9 t! bd E bF; l/J1 I 0).Y rd gs El EE O oi 'o-l E: o (J-: 6- o trG o-l .a>o"CEFE I -l -6 11 *ful|f,,o .EE sl J 8l rl P ,',o s E8 .t, O .fitfit H '6 oOO o_ 7fitnt a .E 7o: EHEC Ee 6E z HT6EHrn.fE >zON c'} .g>f,E "'F hEo o (o =7 6 e * (o $l.s ot ifiEE zIL @ EcrbExH=t rl '6 "'b9g n frE f; E {L d3m6 U} a {.:) fiF oJ u)z C) o) :o =z (noloo I Exhibit No. 4 Schedule No. 11 Attachment Y Page 6 of 7 Witness: J. T. Gore UI 3 o o rH o o (U o(o o Fl a o N (0 a rf ot eI +) t 6 o H o .3 Cr,l o .i lH ct za tr x 0 r-{ -z H .:o !E 5 .95 6 d o BE -os u Eo u.q .F.o- o trfi rd '6;ot tno d 0, db EA ql !!; o o Fo lr tEooo {-t-tgG o() a gll^o ..1 A EE .r{ o ira2: -$FOO tL('(J h EiFE o EP3.5eE= gE6'* UI 9atrYi o a -=FCSoPs {! € c €'iZ ; d $€g m or ar55F a I o oUI u E a tr E o H CL o o -rl .lJ (, U .Fl .{ a 4s Exhibit No. 4 Schedule No. 11 Attachment Y PageT ot7 Witness: J. T. Gore (o J E (5 t I E Ee o o I E :E fl (\ S "" B* ro oI to F€E o ;EEE cl zod trz eg€ $HEE .9E -9 .! E E # f; e Ei $ oo>g EO s r g e ; fi E; H i* E E E €g u g+ E= si€a fl t nE f; : H i f;q E gificFEeHEErE,'E'r )l-- J g A ! H.e.g En :pf €H a 6 Efr tP EE E iE IE FH EA € EE zd tr E E Ec ;$ o ;fi i Eg Eg H E o E tr; f en =*H * t; BE flf E:I : s o ,9 a? E o rEq t # g fi=* 'F li 1;i ct) o 5f L u). o RI g E o o q n s, sE E- F5 t F; FfE o x EE F ElE€E H () E tl o o *FgE[ #t E a- sFE*s gg gl g#E sE f E fiEififigrfriFEfi x ilt ,. iD *,e *'E ;iEidgEiti$ Eg iE g iH€ g E>-$=(d;r0EN0()EozFomzFo Exhibit No. 4 Schedule No. '1 1 Attachment Z Page 1 of41 Witness: J. T. Gore sERvTcEAGREEMENT No. (at' to CONTROL NO. 200+0rh27.0031 $ST SERVICE AGREEMENT THts AGREEMENT, made and enlered into this'3oa o.v or N\a.r. L ,l3gi, by and between: Columbia Gas Transrnisslon Gorporation ("Transporter") AND Columbia Gas Of Pennsylvania, Inc. ("Shippe/') WITNESSETH: That in conEideration of lhe mutual covenants herein contained, the parties hereto agree a$ follovm: Secton 1 . _ Service to be Rendere!. Transporter shall perform and Shipper shall receive seryice in acoordance witir tre provisions of the effective SST Rate Schedule and applicable General Terms and Conditions of Transporte/s FERC Gas Tariff, Second Revised Volume No. 1 (TadfQ, on file with the Federal Energy Regulatory Commission (Commission), as fte same may be amended or superseded in accordance wifir tfie rules and regulations of the Commission. The maxirnum obligation of Transporter to deliver gas hereunder to or for Shipper, the designation of the points of delivery at v'hich Transporter shall deliver or cause gas to be delivered to or for Sfripper, and the points of receipt at which Shipper shall deliver or cause gas lo be delivered, are specified in Appendix A, as ilte same may be amended from time to time by agreement between Shipper and Transporter, or in accordance with the rules and regulations of tre Commlsslon. Service hereunder shall be provlded subject to the provisions of Part 284, 223 of Subpart G of the Gommission's regulations. Shipper warrants Etat sewice hereunder is being provided on behalf of Shipper. Section 2. Term. Service under this Agreement shall cornmence as of April 1, 2005 , and shall continue in full force and effect until March 31, 2020 Pre-granted abandonment shall apply upon.termination of this Agreement, subjact to any right of first refusal Shipper may have under fte Gommission's regulations and Transporler's Tariff . Sectiqn 3. Rates. Shipper shall pay Transpoder the charges and furnish Retainage as described in tre above-referenced Rate Schedule, unless otherwise agreed to by the parties in witing and specifed as an amendment to this Service Agreement. Transporter may agree to discounl its rate to Shipper below Transporler's maximum rate, but not less fran Transporter's minimum rate. Such discounted rate ntay apply to: a) specified quantities (contract demand or commodity quantities); b) specified quantities above or below a certain level or all quantities if quantities exceed a ceriain level; c) quantities during specified time periods; d) quantities at specified poinls, localions, or other defined geographical areas; and e) that a specified discounted rate will apply in a specified relationshlp to the quantilies actually transported (1.e., that the reservalion charge will be adjusted in a specified relationship {o quantlties actually transporled). ln oddilion, the discount agreement may include a provision that if one rate component lvhich was at or below the applicable maximurn rate at lhe time fte discount agneement was executed subsequenlly exceeds lhe appllcable maximum rate due t0 a change in Transporler's maximum rate so that such rate component must be adjusted downward to equal the new applicable maximum rate, lhen other rate components may be adjusted upward to achieve the agreed overall rale, so long as none ol the resultng rate components exceed the maximum rate applicable to that rate componenl. Such changes to rate cornponents shall be applied prospectively, commencing with the date a Commission order accepts revised tariff sheets. However, nothlng contained herein shall be constued to alter a refund obligation under applicable law for any period during which raies had been charged under a discount agreement exceeded rates which ultima{ely are found to be just and reasonable. Exhibit No. 4 Schedule No. 11 Attachment Z Page 2 ol 41 Witness: J. T. Gore t o sERvlcE AGREEMENT No. 8>t" GoNTROL NO. 200+04-21-0031 SST SERVICEAGREEMENT Section 4. Notices. Notices to Transporter under this Agreement shall be addressed to lt at Post Office Box 1273, Charleston, West Mrginia2S3?5-1273, Attention: Manager - Customer Services and notices to Shipper shall be addressed to it at: Columbia Gas Of Pennsylvania, Inc. 200 Clvic Center Drive Columbus, OH 43215 ATTN: Scott Phelps until changed by either party by written notice. Exhibit No. 4 Schedule No. 11 Attachment Z Page 3 of 41 Witness: J. T. Gore W SERVIGE AGREEMENT NO. T >T' coNTROL NO. 2004.04-27-003r S$T SERVICEAGREEMENT Section 5. Supefseded Aqreements, This Service Agreement supersedes and cancels, as of the sfleclive dale hereof, the following Service Agreemenls; N/A. By: Name: Tifle: Date; Columbia Gas Transmission Corporation By: Name: Tille: IvtGR Customer Services Date; MAR S 0 2005 Exhibit No. 4 Schedule No. 11 Attachment Z Page 4 ol 41 \Mtness: J. T. Gore g E qt oI + R d =9:- :E€.85 F d E E Eo t 3 .DAt\q @-d ttEHN eoF EF oEo EoAEoc OqtrO F=c>' g.s 6'E el EA F E.9 E E IE 'A-aEF r. t a"EI = :o EE FtEIE E gl *9 P^o * ^B zl S Eg $ E El .OQ,tro=qloo = E;Fl g (}O d) zturla' E ts iiE e E Fl-EEE EE t E E,-'$BgE s t o€ E 'tEt!i.F hEo 6sA,Fc e F fiEF=s Eb9e .c o REf;E { <:id! 6 ol 5 € l!< l utr Eg ptrx,+ qzOG 6; IIc- =ocz ct= 5 oo F o) o- U) Exhibit No. 4 Schedule No. 11 Attachment Z Page 5 of 41 Witness: J. T. Gore -g ;E r-9 E T E bP oa,t .===>6 o o €88 o F o Nt o$ o tf co (\ eo ooGlr ct zz zz zg u-u lt tL .eE .9ts oo>c trc) c)crooooocloooOOOo tDt grlrtrl !s >l ol. g! sl s .t ocrlr)ooo oooeooo.ooo o g) lt) ss 8l f; € (f- E G' n.9 Eh rl |/lUl-El -e 'EE tl 4 Ht DO F6 d2fiB . Hfi '- o O(9 n 3ffi $ffi 8tr $H 3ffi \ffift,frttr $ffi 3fr3,fr3tr 3# 8ffi 3ffi zGlo Effi >=>=>=>E>E >E>=>=>>>E>=>E>= E EE 7ar A . trA trA trA n*Atra- ffAffA trAflA trA tra fA trA trA trA qEE. rgts PE 66 6 .<6 s5 #6f; s6 s5 f 5 f 5 f 6 fr6 {6#6 s6 zz orr oot6f (J(J oo (J(J (Jodt oo oo oo oo oo oo o{J o() o(J oo Y.aoohn;€ "<6 3 ,'EE8oF vr.cq.EEE lOFqlftOtOt.o)rgtr mrOml- =z r+!l\'lohroroK)cp(oo! CDO!OF- oc (fj('(4ororrf4('('l('(., rn{D$ro €3Fc [}'6 ooooaoooooooooooaooooo oooooooc} >aL Vrf.ctv€$rttt$t \tsfgsl rDrn@oqrrErDlorou)|I) +EE'=4 $qqf9q'qPq99 .or}urtr) c $tl6€Oocnt@o€co (oo@€+T99 5b99 o ooooooo(]ooo oooa EEf;T LO_O_O-(LO-(I[L(L(L(L .L(L(L(r E' !).nura@cf)aoQ.nn aa6a = ocr(,(J()(9(9'J(roo (t(roo EP )JJJJJJJJJJ JJJ) azt6 oooooooooo()ooooooooooo o(Jo()oooo Eg aErr) ryqcon@@clonoD r?TT?EOEf' t'6 nsnk)rDtr)qtf,l,)@()urlrrqq9quqq9.? cnon u) {L (! C! Ol O.l a't c{ fl crl N C.l crl NOINN Exhibit No. 4 Schedule No. 11 Attachment Z Page 6 of 41 Wtness: J. T. Gore 0) {! lI.-e' in!t >0) E>O ri .!= o rftoo o olo latInooll) |orolo o )- o (!| o o F- t- 1..- ro o ts t- F F cI €E# 6 F(ONlrNlom F a! c{ o I oR o5 qI c0 s| ooooooooooFFTTFFFFTT ct zzz z zz zzzz zo rL1L|LLlJ.lr.ttlrtlu. cz .9E -9>c I trooo oooo O lO F O N c{ F Ot F a!) l'- O O! rD Gl lftcD o F@ ol.\$Fo F-(crs) o,|I)o)Str,rJftl\('tr')tfd)-!f $tt(9+ -- of ol' st dt .J c.i ni .91 -cl .E+El FI l! >l b gl s t) isE-:IE .E oooo O O6tF N NIO g'F |oI-O O)r)C'J dJ ri|- lr) bu) rD r) u) rn ro u:) rJ) =9o= 0 @ @ @q o ryNN Cl 6lc\,l NNNc)l€ ({)ro(oqqq oo 6lr)r)|r)oh|r)rnnno06nnndn6I I T P dilLU di ilid dt'r.'drd+ U) D_ sl N N N Gl N N C.l c\| (\ 6J $l N N C\.1 C'l c.l N N Exhibit No. 4 Schedule No. 11 Attachment Z Page 7 ot 41 Witness: J. T. Gore o E B tt.Q F>O {Y' (}Ou)000 o c I\ r, N |.c! (Il rf) 888p88888888888ts ? EE$ FFGI$'6IFNFFFF F cI g t ct o o e+ (\c zod qEaz a5 BE EC) G= HE o t* rO @ tt tO (O tg (O 880 S8 6S NEScoFOCtrOErOr(r}CVO@D O O O C) Ct 6 -og FFI !.tD +{vt (\ EO t0 N (D F F_ Fa- (E \O_('r- (o t! ao q (\ c)]*'rF@o oo r! ol ;El .Et'Bl !o >l E-8.9 (}c'NrOorN N(Y)FO@tVlOc'(rr(O@Fe@(7) Ol OO ls(O l.rO€FOtOtFg)O\lC)(On 8l r4!- rf ul u)F) cIF (gN(FF F('lc)O(\llDC{aO ,g+ $r \i 1)o dJ co'd(rt 5E FI AO>ts| -El L' EEto o [I -sr\ 6 b \o FOFt " *H zG6oclg, EE g Htu:l:t p s sfi*EHg F,H H H E i r f; H f* i Hs e g'fiE8E $sE o .fiEts E: 3E 5S Eb 3898383PS9:P9eNR SE EEr F 38F r 88? F 88gg88ggB38gE888* r N NNC.IGJNOt stN NC.ta{ N cj f fr E F s;f a€ €@ oG Gt(0@(o(D@@ro @ro to (D(o{o(o@ (9 6 @ € O q (' #EH=u T9!P q)f 9q@ a?qpqa?9c?s?q(?r"Atr5('lAd@ o) o o otrJ) r} to |r) uf r, t.f, rf' c cp co @co 6(o @ c0 c6 F00 ocod o6 € dao @ o.o Ebg9 o oo o€ oo oEo6oodOo6666666 frE€? s< (I (=oE tr) .L rL aL & o' d !- o. a_ [ d ILo" o_ o_ 0_ (L o- o. (L d ,E q.q u, u) u>u) vl .n vr,[email protected] .1, 1/)Vt u) Q g>@ vt u) -<*< ('('o(9sossciociooooo To=gF eo so oo =I-I JJ JJ JJJJJJJJJJJJJJJJ u)ztE uclaa o(,aa ooQa ooo{Jr.loooOOOOOOO-ooooooooodoo60d6 D @(D(o(o@@ @oororoogloo6nnoDbh =c ooo(r)09 mflm€14t.)(4f)mooomooin €'5 tA ,A ,ri ,A v5 rl ,$ s5 tl rr5 ,.5 ,A ,h ,rl ,A ql ,.5 u5 u, o, NNf{NNN 'rl N N N '.iC-t N ol (l.| Cvd c.t c.t N N c{ c,t si oi; Exhibit No. 4 Schedule No. '1 1 Attachment Z Page 8 of 41 Wtness: J. T. Gore IE ot tr E Io c>o (' o c, PP888888P8888R8'F.) fOI(''FFFTNN RRK FR oI EE$ ,D a! N Er + o o ct+ ct GI ct 20Ez .a ,! tcoo do N r Ot\] lo $ @o N o \t ro o ro $ro N o F o o6 A(,) olo O tOt .o @O lO O N l- cOO Gl O c) ulN (I) N O$J 6l o) v) (o 6O Ctr N o m r E, O o E F@ (!l ci AF$NF' J':rj F-' cte,i rri;ot ol !ElE "EI !E >l b F 0t il .z rfN- N () !t (D r F (O rf) ie F. O N < ft tf O C>o o m o o FCOCD I- !9 Q r) O o, (O F C) rO t l.- ctl O O !c) () lO F ,3.g 8l F o aD- (r). N 9rY(\CDOOaOOd) CD(r! 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B lro T (r) o o oln rouroo rrto o a o o u) ot>o ct Eg$ c rtol\-(\ f-tD(o tD (D !o tt! rb rIF (! \i o o + o N zod o?trz -!!>tr E tsooo (v' {-tY)f(l)CtO oF)oO|r)(f)(\,r)OhtDi-s)@t! a !, $ o F o t^- F.. € o F or - N rolFFN _€l .9 ^ol F' -l b sH 9l E {) E .: U)F)F s)o o r00)o (ofit(')O6('}Nf4oF-@FtrtadNa A !'o 4 E a !D A r-d)N 6 ,-E' 3l E ol rF(!rF(\l ;F HI von''}rEl o'cl r '= o-t = d$ Ft9F S,.FO ?& , BH .E g oo G(' I!r! c av gHis#ilgHFF,Efi E FE GF dG- >z F#H fEHi ugFfis n$E E EUI(JUfi;;E E {E'l 't=EE,F o) .5 ci .HE + aZ g ffir b 8E 33 E bE Ef il R R P PPR eBFc !J -;i =d H HH Hg H HH HH H H H H H HHH Etr,hExf,=d Sbgs c Eoo(fooo Efi El x EE EE E E E $ E EEE BE € P (L tr trf f". trf tr tr tr c "* ftr f f trf;f P.vtr dr $ $3 33 3 38 88 3 3 3 $ 3 333 ozoo d dd dd d dE dd d d d d d ddd E_77 q qfr UO fi$ sq fr frfr s E q fr tr flfffr ao- s KK ** * ** ** * n e * s R*n Exhibit No. 4 Schedule No. 11 Attachment Z Page 12 of 41 Witness: J. T. 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Gore IU IE oE tt tr >o oF' oI EE# F Itr N + JT o o c+ (\|o zod .9E=z .q! oo>c d(J o o o o o lt o croo o o a o o ol gfl-tr| E>{ F g 5 (, aE o c) o o o o ooo o o o cr o =0 N ,is Bl E n .Eg El 5 : fr a.Fl AJ_E;rtl gt uo f b ana tr .Oao o g st(} I -ilo cEI) E EI D= u368Fr:': >zqN ,fi*grHrfi,ufi*uesl* E e,Esfi sHcrEgg= 38"8 ttr .Fd iEE NsoN@(')rtrO(oNcOriFF ti.g ff €o,(f}@@ro€d)orq()or(}ioi* =z t\ C.J tr.) r, o 14 F (')!f|s \f t ttr + t 98fc IEE N N N N N f\ (! (\,NN N C.I $I (\I $I 3E 3 3 3I E E 8 888 I3 E B 3 'iEH=E 1l! ?lQ n|I] f?u2 T!o rr)f Ttr) qq9tf)rD1o 0?u, qt4 au} q,l') Iul E b 9s E I3 I3 I B I883 I I t 3 3 o. BEf;P ol o- (L (L o_ (L B- {L o.(I[ IL aL o_ D_ d .E ul u) u) q q o, a aa.n a q @ o =v r)u)(JLn u)r)rl}lotoroErDf)@6 c.=o= (') o? It m lDot{tc)omo(nooo 00 r,l ,ri qi ,6 ,r5 u5 ,,5 ,A th (/J(L NNC.IC{'n 'A 'A (\NNNc{NN(\Nc'tN ',1 'rl 'A Exhibit No. 4 Schedule No. 11 Attachment Z Page 16 of41 ! /itness: J. T. Gore o lll o5 tr E o E bE e9a 0r", C) I EEg r! 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E b EI = .z oooooc>looorDcro{oct 'i d, F- g9$o)-o 6+ El E o o l{) t\ t" ro tri (\|dt o Hs, El ; 'E.E dl ; HT o4 Eb . 8# zotlo OO EFrEE Ef gE gEsE eE*gusgEgE.pEE.fiFE H Es s $$ r* afi g*E :!o .=oP. de8 o- OE=z g g e.H.Fc € $ $ E F F F $Hfi H$ H H >tr 6 6 E 6 E 6 E E E66 66 E E E $ fr q fr fi q q q sfiH ss B E E E;F6 E 3 3 I I I3 I g 8*g 8g g B 3 E, tr.'S tr tr S trtr{ Str S F3f;E a "'tr f S fr 3 3833 3 3 383 $$ 3 8 3 tFEP U)Z d d d d d d d d ddd dd d d d D C, .J: iz=6? frfr',n'.' t6 @a- H H fr fi fr fr fr fr fr$fi fifr fi fr fi Exhibit No. 4 Schedule No. 11 Attachment Z Page 20 oI 41 Witness: J. T. Gore o t! ) l! T Ehe c>6to= oi) |I)ou) |()oocfron o c FOF FFOFl..(t) ? f8f 5o D- o N o) tf e = + o N ooN d zz zo lr- !! cz .gE .g .: oo>tr 8lt) (DO oooq)ooc)ocrQCoooooo vwFf)Fott N rq. 1F fi) lo t/)l -Ll .E ;61 f*lfEt F g E >cl b.9 i E=g ,:fr1 ooooooo oou)@o€ooo x E (,.r v qF NUtC{FO\t oO ,3s a! 6Ei N U)FNI/)(\F I 5 l&) Lt '6>o' O ''nEs HI o . EE El Hfl D6.'\ ts6 gn 6tr dqsEE 2=ktFoH 0. =EEd 3sauo tD|J .Ec EE t"c Hr:EE OE g.g o E;*3g E trul(JtJ:l(,' o =z * fc' i s [ EHFEEETHsE; ED g*F = .E aL s E 38333 3883 838 3 3 S 3 q ul|{,r,oo #E;F 0mdo6s+!4 @oro@ Dcho r SbgE. E gElE g o d Ei dddds Egg E E E EEfir. (L o) f tr trf f f tr trtrf f trf tr tr s tr f = 2 ?2?qq ???r 2.23. e. 2 e Rg e (9* o(J(Js(, (rooo o(9O O OR d O i-i 6 @z d d ddddd dddd ddd d d d d P. =9oJ= q q q it6 Eqfre? ryq$ry qqs F q s (/., (! * * RKRRFi Kl{H* *** R * * R Exhibit No. 4 Schedule No. 11 Attachment Z Page 21 oI 4'l Witness: J. T. Gore ct E' o t F. oI N .D o+ llI co N ci zot .eE .9>c .b 0,ooo EFI Ee El Bs Bl Eg EI 9 .fr A *';.El _9 E E El I rt\ 3 tt, vl E ? i_ E= o.l!l! olt 6 u ii 4z zatro o EE iitr7o EHrg! 46fr tr(Iloo;i(a 0 0 >2 EHfiEHEH E, ++E o .Fd sE* s.o\ro sc=z (D@r@ .l{EE E3 (o(ovt #EFF- |r)N 5r$e 889q o sf; "RgEE c 8o5 QOE? -HE JJ .nzo$ o()oo =o 0lo oo frh99 QL (.1 N Exhibit No. 4 Schedule No. 11 Attachment Z Page 22 ot 41 Witness: J. T. Gore F,\tD .. droIo@ d Oc)OU, u td oo B Astloin >l.:oEJLr>O,z&il o oF-(/) tqarE,(> .{ E 4 B OoU d OFinklOHZ cA o !108'U zt{>d4r/co k{ t'zu <@OU Hri Z F Z D(JO(J[{ H o ErFr dE{ddldFl< rll fi Z HZ HAET & Ir1r,1 tfrd:rHorncn r'l {U EA }I EFEZ X -O l'1 IIdIA&EIHZH c1 .i ff o -{ HAOFl 29'E,R=8S8. dFts B tr o r! {{ HdtsE ooo (\ fJ z TL ; ILzzz I"L IL (t Exhibit No. 4 Schedule No. 11 Attachment Z Page 23 ol 4'l Wtness: J. T. Gore g e e Et *g E lcEEqH€g g 5EE $E+E I; EFf +EEE fii p E E € Eq # Eu g s F H $ EE E E g E E fi fip. fl -8 € fl E E * EE E E.,i fi Er'sf g g* gbHsHEe'51 .iir E :ggEFEfrEfiiiHf;fiE g 3 F #i I 2sH;i$FEgE$EE#€ I *9 IE E g; I E n: :El eE i t ;,,"oEE FE EE zffi efi$ E l8 IE I&) Lrl v) o Fs 3E E E IL c= ffrB E+ Fi +Ei lo C\l ga IE ! n H * frp ts fil E E i ttt FD E+?FE* st €H + ggg F g g Hl $ $ fi H Ee t,fi tE E I Eie € = El 0# oI € 0 | €fH E f r:t ;:re x I fE it I ia -;Hg *;E .r< qi .. id .. e$ i{ H i# E # a5#fi b5#fi Exhibit No. 4 Schedule No. 11 Attachment Z Page24 of 41 Witness: J. T. Gore I I I I I I I I I I I I ?lEI Bl EI"dl olctl :* i v. l zo I -Z I .sE.yo=- I 3 I tro0'o i o Olot I (o(?l €_dlls 'lt I r$TrlHN I gtul9bt FtEtrl otsol EoOlgcttrl .E E et sF?fr .Ffl! ; H € EI 5"gBIE ? E E F EI g UqH ;j- t . .-d l+ o EnFiel I E H#h rh €H Fl I $ f ** I s's E El I Z..rlrtf-cl; r58 =-,t I E 55 E s, I Er-55 * i I Hu,ooP6 6E E 5 | Siro_l E E I o4tgrD?O ';=fl l :Tlol 6 e F l= € 3 F a lF x * : l' !trE L oqb=$ ..2 I $t*P f tslg = l a:tI Ecl EFI >51 !ul xlolJ- I I I E bEG=I E Ega.-s I EBH* CtolH I "i 5l 3 " l. olo >l * -*El E5 8E :o zzzz z o Egl tl.t]-LLIL Ez Eol ,9 E n o.-J--[ EEI "-El -Al TIol I I I E bE6:I Q ?'6 | F- = tr)LfrO<)rOrr|I)|frrl o toooooto r-F-rooF-i.-Nl'-(.) a :Efr il: I t-cloOOl.- 0c] >-c.o I -r)Nr')N lo ol ct ot (\ta ;l o ol l\ \| .(to o.}l -Sl zzz555 5z zz5E zzzzoooo ci FEI tLlLtLL!u-|'r L!-LLtL zo o)fi| cz cDvl .=o <>l.61 .9ts ol >E0ro \l EO alq OOOO€FONNt { Egl- -f$oOt-(D 8NS:3 RSSE .s,gol o_ ro- ol {- (q- o (frNt4(oS(4FSF o-l sf-O(') ol \r --;r-*ni$co nl I -l I 6 _ol I .Fg-l |rI .-l o.J0,l E z'F-j q. tr .?l f 0).= 6l oooo@oF-qJ!'1!! @N(ONoo|oNql $F\tOl'-N v.=Xdi Al cDorc{{(f,@ BFgEe hesS g5EJ- a..jJool o r.r- Fj cf N cd-l E t $(r) o>ol olol our>tr| tJ, '-l '= o-l I F- c o9^q) I zE I E Fi I a) $ Fo { =o oa E l.^ E .^ r ds .ro|E P 2p 2p 2p 3.9*E = oOO Etx *z"g ! 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(o <)- N- @ N @ @- IJ rd o -- 'F =s' 3 'f - .3 3 o>(SlEE -I o>tr| FI O O 'u-l '= c o-l P (o ^0) N .i:H=E eO -v av, .c (lt (d o fr, .I (9(' IL ,,,\=.EEgE$rgf 5ggiS=- EI z .g .g c .a -o EE i6F gfrteHggFH xo EE >z H;Ef EH3qf=iHgX EE =q,g, OO qt oo -ll) >f, t 96 D) v) _c a -znr s 53 3b 3*RHHHHf !aoo Fc otr E EE EE EEBH:iHBSBEoooooeofifisE$$$$S .L(|) >a_ 3 33 33 33-{ooto{o(D{oc@@@.o.o'D.o u= EExi $a)6-c s s3 frs frffisBsBqsfrqqflqqqFfr oo .c 3es33398833333333 cL ?t o s ss BB o-c E;dJF o- SSfd{Str$trStr$SSfltrStr Elt tr ftr u2 u]- q a'n @ u, @ @. u) ,E a ' t]} E, =t a-- t.= s 33 E3 oo sESS3flflSflqfrqqq4Ffl uio- rT RK NN'EREXXNKRRRKERRS [AR Exhibit No. 4 Schedule No. 11 Attachment Z Page 28 ot 41 Wtness: J. T. Gore E hE6 N ?9d'fr rooooc aou)oQq)QlD9rf) o EF E: t--o6rr,6rooNoooC)Fu) RRK PP8 > -o.€ orN(., NN lo g eFI t-I e o l.{ o.' l - 6l zo -z .9E .28>c tooo ; ESsSSsUSEFEFSE: ;6 ijN35o or- o- e3EE e- to- N o- N c.l o- D- o- - ts- 6 tr "d- i", -o-<'NN--NFmNd'jo'o(o al 6Fl-Ll =l Igzl aE sl qTE 5Xi qFSsSssSESEEEEE N fi d;- 5- o- 6 o- 6 oi- a':- r"r rrr o338- cD o N- o- ss El '=ss F gR - Rts - tN-o Eo>fitl E el F '7,; El .eU' U' .Cl E rt-l ct 14ll) r (D F} e N H9 er fr s t E i5 :B= oul G(E 'o gi=?E-PEee# ct (L E"z-= F= oo D z ,g .g .o -o '- llt dE GF g*IgeFg$igEi't;f E 9d gg;g* o @oo >z H-$ EH r1' tnoO o 't L *+ o q) Sci r o? g.:ql g} s ro @ \ oqqt a) 88. az N @ o) o Non'Io(oE -c u) iat N6ir,c.,ri{"t"fRRRRS&N NNNX NNN 0)F 3Ec HaD @HHHHHH,FiiBEEBEE (o (o (D {o @ @ (o (o (o (g (o @ @ EHFiFj i:ijrj p+=otsg >d .x n J e.3 ntob@robnh qqq ;34 o ddddddcoddd@@.ood)r'o'".,o;38fr38fiS fiSfrq q} 0)> ,C 3333 333 CL o 6 E€E (L (I rfffftr d 0) N 3 I IL -+ :f o ! tr >riD a t- E:'6 o = rooooooo()oLroQqq (oF-oLr)allr(30 ; ; ('t (') o) to o) ct) o! s) OOto o nl dl o i N(r' oI 5aS s ro gE dtI oI o N FOI d): ^IFF o si 2Zijij 2ZZZ.Zzzzzzlz?7ijoooooQooooqS)o 7 2A tL IL ]L IL IL TL U- I'L I.l. 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Gore sllG .-J >rl EFI u- >Gt-=l rlolJ9 I I I E F9G=I N o ?,gAn I nr)o toon oo o :EIg;lepaSRE'3-3F 3 F-Nro o F.- oo o > "o..9 l- l{, (nl EDI oI N ol I!o --l Y$l ct> oo{ o=l z zo E'gl IL cz Eol .Yo <5.61 .gi al oo>tr \| do >>d 'A= LDIttl ^ rOFCa oroc)DooF- FNI'-or $ to60 c{F EEElspBes'$:'EHo .-,1 olol el I E '=l .C n-l I lEt _ _ i,.l g EL'=> i: Or6l o3: 5*EEteBBsBoRPssB $ O@ CD :ffiR- r u'=ul.6d El Ed=61 f F N F., cF >-:.o -l o>(tr| =l NI o>El -l ol 'EE',Jo-El Ll ogP I l-a 6 E F= V s Fo lEou (n q u.l 5^ uto JJ+ o.ntfil clo ;E E H= E l=e trH; ir zro$ ; l?*3_8,ft4{>6?n >'n eg F F $qE ;3 E EE - q OilO hr-55 Es :e BZEn* + lBHs >o> e3EsflH6FE 9liDEE lu =@oo6t o=' I gg.dl I >3E ol ts'Tro oNOrO€c)F ocr o rrfC{NmO 6 F |I)Lor)Or- @(or,lorrreo e ;=le$$$$FHHHHH H ooo ooc)oooo eSEc 13 3 3 g ooo ooooooo -85 (o3 (o (D3 (o E H E E E E (D (O (O (o@ro(o(o(D(o =t l(o ()ro *5;,9 q ooN @ $9fon@ooo@ I f 9T lqqqgqgqq9qq d6Ccl@E@@ 3 ooo@o€ ooooooo 5;ilidz $u .E 133333338888 s>l G .-J Eel tL:F| >=l=l =Olfq rlol I I I I EbE6=l F- 79Ae I o 'i;9?9 lo o n a o o o ro o o n 1() r) ro n o rf, (rr(otn(F,sl ? 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T. Gore g:l Scl B:I fi€l FEI flf __t I I I E bP6:I E Ege'E I O :EE fii Ig (ro)og} g? >"o.9-sl | N4l "=l Eg eN .gt N zzzz Fq lL tl- lL ll- €aEz Eol .96 <3 :EE FI o>c o >l-l fi o t't.-l EEA ri E sl^ v c)(93 ooooohoooa v t0@o (o .9c,o-1 ol: ol.0l .fll Eo6l ^J ;lI o e 91 5r.Ee PtE + 6 -oo o o N o oo o S g EI €EfEIE S E d =A"-1 '6E ! 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I ({? sl 9LJI Al r'- | olcr >l r r{ -gZ1 E€I zd o Esl cz Bol .9 E ()(I,ol6JCI '-=rnl -91 k'6o NTOOOOO{'o oOl-{O p oNc{(4F)Elf}o ONf''ND 3 i F ls fl s frr]ro0()ror)6 (oOO=r! .e{e{NNNC,tNC! c{ o (f)o o =E oooooooo ooo60 € H F e $E l$ $ $ $ (o@to{o(o(o(o(o (olD(o(o(o xfr:E i.^ hnbq6Qo@ ooeoo rtr FE lg8sH q? q q 9T T 6m@€@do@f 9{'a9 I 6@@66 OO.ll€|c|ootr4{ta=l6d;; oooooooo ooooo tEEE r ls r tr tr (LL(L&o-o-o-(r iltIo-{Lo- (n (n uj <<0u) a @a uJa .t a QUt €",=l< lo o o () oo (9 oc, oo o u o u(9 () qlE lJ J J -r J-JJJJJJJ -JJ-I-JJ o a oo o oo oo o c o oo o U)l I Eo I =zll?.- lE 4 o ro 60ronsDtO6 @4@tolo :.i:lT q T n +e e 9T 9f I t{)oronoT T Pf 9 oo I@ @ tD !(" 6OOrnL1rOnLo NdNNN U) E- lN c! c'l N NNN'!NNNN Exhibit No. 4 Schedule No. 11 Attachment Z Page 36 of 41 Wtness: J. T. Gore g=l o -J. tr;lE;I >i:l FI I I I E bE6:I .F ?9].'7, I noo o oElooootoooLoo9 NOO o +oF-roOu:Fo(Dlooro NNO rr oI EEgE'lnpas ]J) 6l cDl I AI N nt I f- -I'l -N EE z aoct frgEEI r! lL L 2 o; Bol .-E "tl >L tro6Jo r.id-1 '6 .ul o =:ictoH..r{l ooo(o|oNr, NC\'OO - o t o O-F-o(o{oo @(D_O) B - r_ -P .E,o6lRa-1 + ol :- @ ol U'I 'lgl I I -cl '^-l #= o-l I Ezl -l E F5A el ro d)ooor)nlK) c\rNoo a! E.ltPlo .", s (ost-()o)nrfa)o €o@o sOO El : $ N_O (D 5strh >2'oE3-*'flF_ =l- i N o>$l =l oo.=l1r, -l El EE EI I a ao I .^ {L c:o_ -J r( (o !E- I 7 N UJq I 6 oo E F-O I *k tF.o ,__ >_ rJ z oo E I qjt g 6eiiE Gfi' o | g; -SZL.\U=F g* CL IqIi:IJ=oH -fr?, g^'ptrpil: strE z oo .o +r ,^<: .g -E 6s2-,4,63e qEAEEX6*.Eiry,XUfi ott s lggsil 4*aJrEE Yin "^Y? #, f# ft39F9 Z 9= trY9o 4fi o FF X1 < zrLUoa* 4 g LZ LLL_ E LJJ BH IH 3 E F EH 3 9 F tr { o E8 98dtr; H oz E o v o - r 3P PA?= U o tooo (Il r/)(Jo ==l-osr I o L I .9 Odr =# EO EDI o oA @-cO$@ N@F-O+oo ocgoo o OrNOO @SSoooN roosr ,l:n '=zlsssel? lNNf)14 6C.)ovo oNNomes $()if)(} o lY.= lo o rD o ro(Doo{' +t{ssss +sfs' # 3EF flo lo o o o ooooo ooooooo ooc)o ol-; >o- (o (o (o {ooroo(o oo(o(oooo @(oc(o x l(o H:dNL'= lbneo €neo€ oso4@@@ @o6q T' oJ $ l??17 q? I f i' 9TTq9?P 99 9T (l)>Loc/) $cocoo@ oooooooE@@$OO€ oooo@@€6 o .=loo(]ol<<<< ooooo EEE ^o lo- a- o- (! [(Lo(Lo- rLrLo-lL(L(L(L o- (L O- O- 3(n(tr P laaaut aU, u) u)a <4 o>l $d o:lrIl rr- >i:l L!l =l rlol I I I E bE 6>l 50)5; I c>a-; I oo oooooooo r)IO '=;3Y I F oto I FR* 3 gS: I I 1() .!l =oi.Eo)l (\II 3l t ol t- \l I o ilH ooooq -N E=l z z zz z zo EEI tL tL tL tL Ll- Ez B6l {>l'ru1 ,=F>c ol 4rO \| tro >>- ';E 6l o Fel N'o O (, S E C) c{ $ O ooo i";n- + -olir|o d)o .E,d6lo-l F(qa- at0!l rDl I #t I I :F &l^Al I (!t"- -l -Ll -"l o(J0)l E Z^=A(ol FE ,>I = o ._Y ooooeq gEl- E -Al F* r{)_ ,a .f (tr $3'3 f;$* sh IJE >bo-lE; nl (o N o>olE 6 El 'El O>iEl ol tD o 'El I F- I o9_or I E Fi I jU^ti q Yu) I aU) , OL s Fo I ;e& ?-ft ma tr lcd u 85, fi ph g q ,au(d ole gFH= PE o (f O o- 16 -i,t olJ E 9 EHfr E fr E F3 R A=? rfi= z.cs .E l> .11 uJq uJ<1- lia !tt fr H= E E5 oY lr EYE_,\E E+ uF + sE rE tE; 7Ae I otrtr (nE ld H t ; hufj Oc l- F F$FEg F SEgHE E3HF E FE ts *F fi -q'rrrEE >.2 10. i;9 H('Joo I ==afn I I ()(I)dr 'rEf I L a rrl -=+ FFOro{' lF-- t- {- €D o F- F.- 6 ft i- lF. + t'- 6 @ e F 3 g$H $ oF-1.*FcO€ $ $$$ $ $€ f €3Fc SE ls 6 (oro,o(o(otD {riE >tL l. 333 6 666 E E6 InI #F;.9 l(r) g g rDoH;Sfr E E E E CLTIZn EEE E 38$ $ 3g 3 CLCitF ** tr 3l*ol- xr* s f tr# s f tr s tr tr s tr . lul = tt 3 H 3 3 $ 3 3 *e l9 333 3 31 3 33 3 () 0 tu gdd d d d d az l. ddd d s dd d I d ol I =o I -=4 | U.: 19 OO l0 $ cr] n- lal HfiH fr f;fiN M HH H fr fi H fr fr Exhibit No. 4 Schedule No. 11 Attachment Z Page 38 of 41 Wtness: J. T. Gore g:l G .-J Efl 591 B>l Eal>i=l J- 'rol l- I I I I I E aE6>l F- I E o(r)if)o r, roodolon o =9A'A I O Nt" O F I.-rC]FF-m ,eo Eot.E=t3= I I sl"ql ?N.ol ol t'* | q;l-'l Nf - F OO c, EElg zz z o E'Elf IL tL o;cz <'lEol .12 i Al >tr*l \l d0) Uo ,FE-;..1 A (r FPI ooooooo x-clo o -OO(O F*iooooqo(r)rvv- 6O$ - F-O N (/)- -l F .E,d6lq- o)_ o ol ol 140 etl arl trEl I o_61 | '.E o-l - I E t =l sFEd le el cooo(o h-DoooGto oon@@Eo dro r'J$sv- C{Dc{rOg " t'- o N 4FNI{)NF 3 S s-l EE*EI- ro a- E F -l N '6E'o>ftll-ol =ro-l El o I 'EEoa'El o-r I I F 3b !s;efl li| z E trt )- tU $ F o .- lEu g,Er =z-cL o u, 1fi3 fid Jo-tU.G=- . ,E (E I 11[ = =< o O O = rc- .E (t, ;o IL E To K' e F. ao ct I c.t (f I o Fol [,: Et c; Dl 20 pl .=1 >L tooo (T= uG 0 U al ,g.El Ird{ ^ol b.; E P5 .>lEl = u.=ulFd El oi o>(dlCF J nm--lto>El 'E o-l e9^o "t 6 F-3 $ Fo trrtruJ== E-.t '.2 lI, lO .c .EIE D t 2; o (.! (f, IL !,v = -3.22 z.gct F) 7-olr t ffE fia lH 4tr d1?fr?n 6trtr Hor gE 4F gqE FB o6fftr Eiii=s =F.:jj Ez EP f B ttE 9r $333 =frn^n"* oo)o0rc 'tEr D kTto .=o GtsS(Ooc{$€ de3 =L noco€ e(/Jl!!ooE^ rtrtr'F olf)n(o€ >ddr (oo(o(o(o$<-s{q xfr:A nEornh =NL'= q9fq1, oo{o@co d)c,E:Sb .= ooooo E o- *E fi U rL[tL(LtL .s aa@@a l Tlo OOOOO JJJJJ o0 ooooo az OOOOO o 6z to6 lonn a= do(4 oo l{,99 0 nno U)L NN Nc.lN Exhibit No. 4 Schedule No. 11 Attachment Z Page 40 of 41 Wtness: J. T. Gore FI .t 4cf)X {, E44o ., @trn f,lHz @ O,rf ttze Ez4 3 O\otr] Dr'lOtrl H o Or-u) n lrl tq Ed f4 cD .rE4 E a:)oO >r .J ,TA oHtrl()OOO rn o fdod zta>Idrnoo nj frz|-J doo&4az z ti z' dl(9 t H O FrF{ ftu4tya Z hJ frz taz du()0 M r{H Flt'ld tsHH I'l o >m FIEE{ElOhF !d !tn Ettd06d zHd4 F- t40 (Dtr]OFFi(JF O C3 t' v) rttu 0@6 r'l -{'-l OA ZO ZOo4 Fi 6 d4 t44tr4f4t, I{ dl IO E f,1 Lrd E N o 0 d,aA Etrl(nti.t)ZH, O (\ , FtErd E{O ZO B A| tu d fitqt-t tl] HU' tdoHoo tr, .utd4E 4>f'lC(l{FErFl O F fiMdtL dHotsd trl o e ll 4 r'1 clou) Hrd€r>4Hdtr z t: 3&rr] zcnH ?a? H F(\ o Et 4 4zu) rn g&cn oE -l Eq UOO zez xcqF o tl-l 4 trl El H or Elrrl<1 >tAZ"!- fr Z (9 Er tEjM r,tEDrrE4HQ 4 Zo tr dFC)r-lF >[q cz .9 -1 C6 (D (9ZDI oo In .H a AE€ ll (, fal 4H <: 0a'EFEl @ ,nLLr , o & zz >{ A, t O F{ r't r.l --FY=-=aAal o ( (9 ?& Fgfo! .rr e a: E 2c EHui- Eo 3q,.1E:aRf$- - EEoFi?Ee F E € ; E E+ 5 g E + E:FF fi;f;€+eaEf-& d E E [ 6F =g E6EE E fi ; R e sz E H { E, Ri t EH fi E g EE:F€ € ?* Ei s + Ef nr . Ed : +5 E ;[ uE E& E €ag e:J ;o F* EP E .=<- ts -'tr I F i s- gqE,gHgI'u Ef E E | ; E;H =**, E EE*gE.Hrp;H'n gE E -aF8. Eg EH 5 rn; PE ; E EEtg$Hfc€?esP E $ ttE;+ips+gPs+ t I ttE#rf;Et+;€;s * I rE €f EH E[ ;e # E= - H r E;;; {, e€ : [H =E#qfr e nB36qE I v, FE HE + frg.fii$7 d) T' Efi rE F3 E .9 .! E gE {} J e s E tg ifi :t i-+; E tD @ E CD n, < c) I E r'F EE EE E,f; EFE E F fi o T e H n - dP, ie ie I ;"d ;ie i g o T g €'P :F.EET E g: d (J f * ? F E= EE6 F o E E E u E g .*E F +g $fi[ fi (o (t 4 ;; o u E E F E f; E .:+ .G .tlt f If, E# € Ej EsH E -E b3 sE s); ; sF sE."* .E -L E I 2,6 g z,EE 6 E E* :,i :€ fr t) t !e "lI "iH 5 -1f, :i*! t |1) ., {D $:n $:H g $# e,sn, #B F i,jpEiDg !t Fit>(u=G #; lE lF fr "i# 18a E# m7 Frim'zi--D Exhibit No. 4 Schedule No. 11 Attachment AA i Page 1 of7 Witness: J. T. Gore A$SIGNMENTAGREEMENTNO. 92544 CONTROL NO, 2007-03-05-0014 PARCEL NO. 598',t8 FORM OF ASSIGNMENT AGREEMENT day This Assignment Agreernent (Agreernent) ma de ,and entsred into this 5 of March , Jg!7_,is bY and between: Columbia Gas Tnnsmission Corporation ("TransPorlef') AND Columbia Gas OI PennsYlvania, Inc. ("RePlacement ShiPPer") wl_I NESS'ET H; conditions Whereas, pursuant:to a Release Notice complyjng'with sectjon 1'4 of.lhe'General'Terms and ofTransporterls FERC.Gas Tariff, second RevisedVolume No, I (TarifD ColonialEnergy Inc, Transporler or under r.elSased capaiity and seryioe righis'under its Service Agreement with 'a 6lteaserl Release prior nssignment Agreemeni, subject to thJrequirements set forth in said section 1'4 and in 'the Noticejand all :or parl of suih capacitV and:service rights iin ]/,\,HEREAS, Replacement shipper 'is to be awarded :accordance with Section 14 of.the Transporieiis T"ariff. pariies as NgW, THEREFORE, in ,considemtion Of the rnutual covenants herein ,contained,'the Agr€e f,ollows: 1. Assisnment. Transporter hereby assigns to'Replacement Shipper the capacity and servioe iights neffiatter-=pecified in Releaseiis Agreiment under the FTS Rate Schedule with Transporter to:the extent'described:in dated March 1,2007 , having {gr:eement Number s2410 , Appendix A, attached hereto and incorporated.herein by reference; 2. obliqatlons of Replacement thipper' 1@responsib|efornominatingand.schedu|ingwi1hTranspodera|l' ' service to be rendered by Transpofter for :the benefit ,of Replacement Shipper -under lhis Agreement. .(h)' ' Replacement Shipper:shall comply'oi with (D lhe .terms and condition" thu assigned Service Agreement .or Ass[gnment.Agr.eement ,described in -section 1 above., (ii) Transporter's applicable'Rate Schedule, (iii) Appendix,A atiached her'.eto, ipj firir GeneralTerms and Gonditions of'Transporteris Taritf, under Which Replacement Shipper shall be deemed to be a 'lShipper", and (v) the .terms, conditions .and proyisions specifred in ihe Release Notice .bearing the above referenced'Paroel No. (c.) Replacement Shippershall pay Tr:ansp.orter's reservation char-ge "of In addltion, Replacement shipper $ 0.3100 Dth/day per month, shall pa.Y to TransPolter (i) all'tommodityrcharges (or all'payments under one-part volumetric raies of -NAI (ii) .any commoditY surcharges, Exhibit No.4 Schedule No. 11 Attachment AA Page 2 ol 7 Witness: J. T. Gore ASSIGNMENT AGREEMENT NO. 92544 GONTROL NO. 2007'03-05-0014 )ARCEL NO. 59818 FORIU oF AS-SIGNMENT AGREEMENT (cont'dl (iii) any penalties or irnbatanoe correction costs associated with the capacity and service :rights assigned underthis Agreement, and (iv) aiy appfic;ble overrun charges, as sei forth in Tranqporter's currently effective Tariff, as ani of these charges 'may Oe adjusted from time to time upon approval of the Commission. (d) T# mjnimum .volumetric commitment which the Replacement Shipper agrees to pay for if not met is 0 Dth. .J, Obligations .of Transpoger. Transporter shall provide ser,vice to Replacement Shipper and sfratt Uilt neteaser and Replacement Shipper in accordance with (i) the asslgned Service Agreemerit or Assignment Agreement described in Section 2 aDove. (ii) Transportei's applioable R-ate Schedule, (iii) Appendix A attached her'eto, and (iv) ftru .General'Terms and condltions d Transporter's Tariff' March7,2O07 and shall .4. Jgrm. .service under this Agreement shall commence as of .con'tinue in full'forc,e,antJ effect unlil March 31, 2007 Releaspils Recall Riohts. This Agreement and the assignment herein shall:be sLibject to @tinaccordancewiththe,tariffrequirementsunderSection.14,and .with r.ecall pr.ovisions staied on the Release Nstice bearing the above referenced:Parcel No. '.5. Notices. ,Notices given un.der this flgreementshall be provided:in.accordance wilh Section atottfre Generalierrns and Csnditions ofTransporteris Tariff as follows: lf'to Transporter: Columbia Gas Transmission Corporation P. O. Box 1273 Gharleston. \A/V 25325-1273 Attn: Commercial Services lf to Replacement Shipper: Columbia Gas Of PennsYlvania, Inc. 200 Civic Center Drive Columbus, OH 43215 ATTN: Scott PhelPs Conditions of 7. SUqAeSgAIE_Ald j$&Dq, Consistentvriith Section 14 of the Generalfslrns:and ffiAgreementsha||bebinding.upon',andsha|linuretothebenefitof, ,lhe parties hereto and -their respeclive ,succ€ssoFS and assigns; provided that if this Agreement:is,subjectto r.ecall righis as setforth in Section 5 above. be capacity and service rijhts assigned herein.shall not var.y the recall provisions contained in the -original assignment ,8, ,qthelplqyiEjglq. All applicable provisions of Transporterls Tariff ar-e,incolporaie.d herein and made a part hereof bY reference. under -itre laws of the -cl App_U_Se!!e li_qw. This Agreement shall be .construed and interpreted State of West Virginia. Exhibit No. 4 Schedule No. 11 Attachment M Page 3 of 7 Witness: J. T. Gore ASSIGNMENT AGREEMENT NO, 92544 CONTROL NO. 2007-03-05-001 4 o 5981 PARCEL NO, I FORM OF ASSIGNMENT AGREEMENT (cont'd) 0|'t By: Name: ilile: Vtce Ptesident Date: Energy SttPPlY Serv. By; Namel Title: illGR Customer Services Date: MARI$?oo7 .NOTE: Appendix.A, attached hereto and incorporated herein by reference, Shall be Transportefl,s form ot.Ippen-dixn set:forth in Transporteris Tariff perlainiqg to Transporteris Rate 'Schedule under which the service ,assigrnd in this Assignment Agreement is released by Transporier, righis .'to Replacement Shipper 'under completed to describe {he aafacity and service 'assigned ihis Assignment Agreement. Exhibit No. 4 Schedule No. 11 Attachment AA Page 4 of 7 Vvitness: J. T. Gore + J.$48 o Ep#g ol 1(l o o(9 t-I o AN zod cz >, trooo A 'i: o FH tr .E= Ast 2 ar cl .5 o .ad o_ v.=si o .9: o* ln >r oo E .0ll F o_ dl |(, ffl E>l B,Frs et :61 tr o EEI s Ot) 6Fl .tgo Orl '6 d oo tt z.ud o c ; 55 t! io O EE OE o >zo6 gi!(JOEe€€ o g) trl FL o(l)oof 5Er ED vt-trmiEe 3z (sEar e 3 FF (l,'; =d *#?Ftrrdt.o oo, 'o OE.ETt n o.Egrtr o .E I E, dl o .gE (DZoo )llJ o c. 4z6E oo AL Exhibit No. 4 Schedule No. 11 Attachment M Page 5 of 7 Witness: J. T. Gore >!) EO !oFi tr EDEF :f o 3.:i lf o E* #g I 50tE tf, c) ri)I t-I o dt) ciN (si o)! .zoct ol .96=z .ts .g>E EOoo F o g g E F o..} o +-E #l .E nh.=l X -o ol $ n HE flL, .92.,)>>l ao=l I!EE 3I x E H 'o _(0 fit II ct OO zGw rD TIt.a .E AY SF E EE o6 giLOOfr E 6 € E) uoooC F-=! bT3 '=zc; @ i 6 O+ ro mc c) 9 3 F c Do tf)T 4of,3 >E- r! ro EF;,9 c, I c trl o0,E:Sfr '6 o CLT#E' IL O.Eoc IL c (t) 3s o EEos ulZ O a, E, =oa7 oo c4 n- Exhibit No. 4 Schedule No. 11 Attachment AA Page 6 of 7 Vvitness: J. T. Gore U' o _l _1 o {!{ a o g rs o OOt^ l.r, OO I cipOo F-dI o3ol{ oN o .rH -J z9 >, 71 LF ;- t -ltl .3E.gOFr -eE 6d i-.= ^e rr trO Lr.=af d ltEd0>-L\ o>fg o ar, =troFF cIurQoa F-u, -Ao .no.ovH r! t! (9o E .s.E 2 5-o .H rt=tr rD!,J==H+.A5='7 iliUOOt{d99 o e +64 e- E * A =EEPP.f ErDc:tEPE dfr 3 f,tgEai. Zt-tr tIJ.g!(o8 >EEs)sg$ : h=.ool a;ivmn o <;il Exhibit No. 4 Schedule No. 11 Attachment AA PageT of7 Wtness: J. T. Gore -Eolb E E E Eg E + 5 gE F E g5 € H E H e E q E€ : gs .ei € :fi I€ Er-E .+: E E oF E E E -"''= !; .EF P E F HE ! FE * E s EE # g, eg F p H EE f; F- F I --:*t ?'; Bi tj E E ; t *4. fi E3 E fl E i $ EF E t i*;-gr€* Eq { $-="s,E g* f.g q €*r * \-- !x \s-s gEEfi ;g EM $ iM Efr i $ $ ; dd;E"fFgETaE'zE#fifr€ilEEEE$tE b 7 sg$€EgFt#rgtg + gg *Eg - ; * E eE E# 2 Ei ; $ ; L @I o- al, gI$ L i-:'He FE Ffr i, iE ,!l 'E O ts g,o) et\ tgiE:i:EE?:iEg4 ,6u n#g ot r *-r rsg .9. t4 E ] E c .g 61 3 # H 3E Ee tE AI - [ .5d 'r3 (.) gl gFH { E # { (9 *frf#Ea #E EE F -j E $s#HcF #'r t;s * 5 E ltfrqoE$ =+ 5# 5: + 6 | E 'm g;5 i; i ,'s :,[; fi p'fi s- {u ., ilr ,r t'2 F^i(l) s;,i (u tlE >.ft#6 tm=fit #* i3 iE 5 iEE *# mzFo rEZFD Exhibit No. 4 Schedule No. 11 Attachment BB Page 1 of4 Wtness: J. T. Gore SERVTCEAGREEMENT No. tra5 l) CONTROL NO. 2004-s5-21-A012 FSS SERVICE AGREEMENT THIS AGREEMENT, made and entered into this ?41'a^y ot n\"^rL , _3"o E by and between: Columbia Gas Transmission Corporation ("Transporter") AND Columbia Gas Of Pennsylvania, Inc. ("Shippe/') WITNESSETH: That in consideration of the mutual covenants herein contained' the parttes hereto agree as follows: shall receive service in Section 1. _Service to be Rgndered. Transporter shall perform and Shipper ffiionsoftheeffectiveFSSRateSchedu|eandapp|icableGeneralTerms and Conditions of Transporter's FERG Gas Tariff, Second Revised Volume No. 1 (TarifD, on file with the Federal Energy Regulatory Commisslon (Commission), as the same may be amended or superseded in accordanci with the rules and regulations of the Comrnission. Transporter shall store quantities of gas for Shipper up to but nol exceeding Shipper's Storage Contract Quantity as specified in Appendix A, as the satne may be amended from time to time by agreement between df,ipp*r and Transporter, or in accordance with the rules and regulations of the Commission. the provisions of Part 284. 223 of Subpart Gof the Service hereunder shall be 'shipperprovided subject to Commission's regulations, wariants that service hereunder is being provided on behalf of Shipper. April Seclion 2. Term. Service under this Agreement shall commence as of 1,2005 , and shall continueff full force and effect until March 31,2020 Pre-granted abandonment shall appty upon termination of this Agreement, subject to any_ right of first refusal Shipper may have under the Commission's regulations and Transporter's Taritf. Section 3. Rates. Shipper shall pay Transporter the charges and furnish the Retainage as described in the above-referenced Rate Schedule, unless othemise agreed to by the padies in vwiting and specified as an amendmentto this Service Agreement. Transporter may agree to discount its rate to dnipp"r below Transportefs maximum rate, but not less than Transporter's minimum rale_' Such discounted rate may apply to: a) specified quantities (contract demand or commodity quantities); b) specified quantities Lbove-orbelowa certain level or all quantities if qu-antities exceed a certain level; cj quantities during specilied time periods; d) quanlities at specified polnts, locations, or other defned gLographical areai; and e) that a specified discounted rate will apply in a specif ed relatlonship to the iruititi"r actually bansported (i.e., that the reservation charge Wtl be adjusted in a specified relationship to quantities actually transported)- In addition, the discount agreement may include a provision t'hat if one rate component wirich was at or below the applicable maximum rate at the time lhe discount agreement was executed subsequently exceeds the applicable maximum rate due to a change in Traisporter's maximum rate so that such rate c0mponent must be adjusted downward to new applicable maximum rate, then other rate components may be adjusted upward to aini"vr"quuith" the agreed overall rate, so long as none of the resulting rate components exceed the rlaximum rate-applicable to that rate component. Such changes to rate components shall be applied prospectively, commencing wilh the date a Cornrnission order accepts revised tariff sheets. However, nothing coniained herein Jhall be construed to alter a refund obligation under applicabte law for any period during which rates which had been charged under a discount agreement exceeded rates which ultimately are found to be just and reasonable. Exhibit No. 4 Schedule No. 11 Attachment BB Page 2 ot 4 Wtness: J. T. Gore SERVICEAGREEMENTNO. g} S I}- CoNTROL NO. 2A04'05'21'0012 FSS SERVICE AGREEMENT Section 4. Notig.es. Notices to Transporter under this Agreement shall be addressed to it at Post Ottice gox 1273, Charleston, West Virginia 25325-1273, Attention: Manager - Customer Services and notices to Shipper shall be addressed to it at Columbia Gas Of Pennsylvania, Inc. 200 Civic Center Drive Columbus, OH 43215 ATTN: Scott Phelos until changed by either party by written nofice. Exhibit No. 4 Schedule No. 11 Attachment BB Page 3 of 4 Wtness: J. T. Gore SERVICEAGREEMENT NO. (}5 I:- CoNTROL NO, 2004-05-21'0012 FSS SERVICE AGREEMENT Section 5, Superseded Aqreements. This Service Agreement supersedes and cancels, as of ihe effective date hereof, the following Service Agreements: FSS 52988. By: Name: Uattlei U. Lravilo Title: \r'. P. F nr"t, -S ::--lrr .Ccrriieq Date: slr.{loS Columbia Gas Transmission Corporation By: Name: Title: Dale: lslAR 3 0 2005 Exhibit No. 4 Schedule No. 11 Attachment BB Page 4 ot 4 Witness: J. T. Gore Revision No, Control No. 2004'05'21'4412 AppendixAto ServiceAgreement No' (] S \?- Under Rale Schedule FSS Between (Transporter) Golumbia Gas Transmission Corporation and (Shipper) Columbia Gas Of PennsYlvania, lnc. Storage Contract Quantity 25,341'126 Dlh Maximum Daily Storage Quantity 456,876 Dth per day CANCELLATION OF PREVIOUS APPENDIX A __yes _X_No (Check applicable blank) Transporter and Shipper have mutually agreed 1o a Regulatory nestructuring Reduction Option pursuant to Section 42 ol lhe General Terms and Conditions of Transpofler's FERC Gas Tariff. to the right of _yes _X_No (Check applicable blank) Shipper has a contractual right of first refusal equivalent first retusal set forth from'time to time in Section 4 of the General Terms and Conditions of Transporter's FERC Gas Tariff, Service pursuant to this Appendix A, Revision No. shalt be effective from April 1, 2005 through March 31 ,2024' the __yes _X_No (Check applicable blank) This Appendix A, Revision No. 0 shall cancel and supersede Fr*iou. Appendix A, Revision No. N/A effective as of N/A, to the Servlce Agreement referenced above. With the exception of this Appendix A, Revision No. 0 all other terms and conditions of said Service Agreement shalt remain in full force and effect. By: Name: Title: V.P. Fnaroy Supplv Se,'vices Date: 3la\ loS Columbia Gas Transmission Corporation By: Name; Title: Date: MAR S 0 2005 Exhibit No. 4 Schedule No. 11 Attachment CC Page 1 of4 Vvitness: J. T. Gore SERVIGEAGREEMENTNo. ? 5 lt? GoNTROL NO. 2007-07-09-0005 tSS SERVICE AGREEMENT To ZOQZ' by and THls AGREEMENT, made and entered into this Stauv ot tr ' between: Columbia Gas Transmission Corporation ("TransPorter") AND Columbia Gas Of PennsYlvania, Inc. ('ShiPPer") the parties hereto WITNESSETH: That in consideration of the mutual covenants herein contained, agree as'follows: and.Shipper shall receive service in Section_j.. Service to be Rendered. Transporter shall 'scheduleperform G.eneralTerms and accordance with the prolfionu of the effective ISS Rate and applicable (Tariff), on file withthe Conditions of Transporter's FERC Gas Tariff, Second Revised Volume No' 1 amended or'superseded Federal Energy Regulatory Commission (Commission), as the same may be shall store quantities of in accordance with the rr.lles and regulations of the Commission. Transporter but not exJeeding .shipperls InterruptibJe Storage Quantity as specified in gas for Shipper'as up to Ifpendix thf ,"t. *ty be amenJed. from time to time hy agreement between Shipper and i Service hereunder fiansporter, or in accordance with the'rules'and rqgulations 9Ttlr1lommission' n. provided,suUleciio the provisions of Part 2S4 . 223 of Subpart G oT the Commission's Shipper' "f,ufiregulations. Shipper warrants that service hereundelis being provided on behalf of of the lirst.Month Seclion 2. Term. Service under,this Agreement shall commence -as of the first Day specified in ;pdii*Ii. Aep.ndix A and shall .contiiue in {ull force until the last Day of the last Month of this -Agreement' fupendix A. Fie-granted abandonment shall apply upon termination the Rate Section 3. Rates, Shipper shall pay the charges calculaied in accordance with 'lSS currently effective Sohedule and shall fprnisir ihe Reiainige.p.*r."o-tag" specified in Transporter's to this Tariff, unless olhenririse .agreed to by thi parlies in wi'iting and speclfied as an amendment Transporter's Seruice Agreement. Tran"sporter miy u.gre" to discount its rate .to Shipper below rate'may apply to: a) maximum iate, but.not lessthan Transporter's.minirnum rate. Such discounted above or specified quantities (contract demanij or commodity quantities);. b) specified .quantities quantities d.uring specified below a cerlain level or aliquantities if quaniities rx"i"d a certain level; c) geographical ar.eas; and e) time periods; .d) quaniities at specified points, locations, or other defined tf,at i rp""ined'discounted rate will apply'in .a specilied. relationship to the. quantities actually io irun*po.tLo (.e., that the reservation charge witl be idjusted in a sp.e.cified relationship 'quaniities paid, with th.e bid Average ac-tuatry traniported). The Months for which such charges shall be togetfer balculate such charges are nlontnty Balance una thu bid Cornmodity Charge whiin snalt be used to that one rate specified in Appendix A. ln adclition, the discount agreement may include a provision if agreernellt cLmponent uihich wur at or below fhe applicable rnaximurn raie at thetime the discount in Trahsporter's was'executedsubseguently exceeds the applicable maximum rate due to a change the new applicable maximum rate so lhat such rate colnponent must be adjusted downward to equal agreed overall maximum rate, then ofier rate components may be adjusted upwatd to achieve the applicable to that rate, so long as none of the resulting rate components exceed the maximum rate with ;;i;'*ril;-nt. such changes to raie components shall be applied prospectively, cornm.encing contained herein shall ilre date a Commission orAJr accepts revisedtariff ,sheets. However, nothing rates wliich be construed to altera refund obligation under applicable lawfor,any period duringwhiclr are found io be just had been charged under a discount agree ment exceeded rates wl-rich ultimately and reasonable. Exhibit No. 4 Schedule No. 11 ' , Attachment CC Page2 ot 4 Wtness: J. T. Gore sERV|cE AGREEMENT No. Q5t5f CoNTROL NO, 2007-07-09"0005 ISS SERVICE AGREEMENT at Post Seqtion 4. Notices to Transporter under this Agreement shall be addressed to it -,lrlotices. Services Office Box 12?3, charleston, West Viiginia 25325-1273, Attention: Manager - Customer and notices to Shipper shall be addressed to it at: Columbia Gas OlPennsylvania' Inc- 200 Civic Center Drlve Columbus, OH 43215 ATTN:Scott PhelPs until changed by either party by writien notice. Exhibit No. 4 Schedule No. 11 i Attachment CC Page 3 of 4 Wtness: J. T. Gore sERVrcE AGREEMENT No. q5lfLf CoNTROL NO, 2007-07-09'0005 ISS SERVICE AGREEMENT Section 5, SuDersededAqlr This Service Agreement supersedes and cancels, as of the effective date hereof, the following Service Agreements: N/A. By: Name: Title: Enugy Supnlv Serv. Date; 8'to'o,Z By: Name: Title: Date: AUG I 0 2007 Exhibit No. 4 Schedule No. 11 Attachment CC Page 4 ot 4 Witness: J. T. Gore Revision No. GontrolNo. 2007'07'09-0005 ,A,ppendixAto serviceAgreement N.. q 5 6'/ Under Rate Schedule ISS Between {Transporter) Columbia Gas Transmission Corporation and (Shipper) Columbia Gas Of PennsYlvania, lnc. lnterruptible Storage Quantity 7,812 Dth Bid Commodity Rate 0.0594 cents per Dth Service Commencement Month August, 2007 Through Service Termination Month March, 2008 GANCELLATION OF PREVIOUS APPENDIX Service changes pursuant to this Appendix A shall become effective as of August 1 ,2007. This Appendix A shall cancel and supersede the previous'Appendix A efiective as of NIA to the Service Agreement referenced above. With the exception of this App'endix A, all other terms and conditions of said agreement shall remain in lull force and effuct. Columbia Gas.Of Pennsylvania, lnc. By: Name: Title: *- EneW Supply Serv Date: By: Name: Title: MGR Custorner Services Date: Exhibit No. 4 Schedule No. 11 Attachment DD Page 1 of4 Wtness: J. T. Gore SERVICE AGREEMENT NO' ? s 30./ v GONTROL NO, 2007-08'02-0009 ISS SERVIGE AGREEMENT 2407, and THIS AGREEIII|ENT, made and eniered into this 2O day oI , by between: Columbia Gas Transmission Corporation ("TransPorler') AI!D Columbla Gas Oi Pennsylvania,. lnc' ("Shipper") WITNESSETH: That jn consideration of the mutual covenants herein contained, the pariies hereto agree as follows: Seciion l. Servicg to be Rendered. Transporter shall perform and Shipper shall receiveservice in and ac6rdan* with th" provfiont oi the effective ISS Rate Schedule and applioable G+neralJetms Conditions of Transpoder's FERC Gas Tariff,.Seoond Revised Volume No, 'l (Tariff),.on file with the Federai Energy:RegUlaiory Cornmission (Commission), as the same may be arnended or superseded of in accordance with the rules and regulations of the Cornrnission. Transporter shall store quantities gas for Shipper up to but not exceeding Shippe/s Interruptible Storage Quanflty as specified in ,lppendix A, is thl .same may be amende.d from time to iime by agreernent between Shippet and Tiansporter, or in accordance.withthe'rules and regulations of the Commission. Service hereunder shall fe provicled subject to the provisions of Part 284, 223 of Subpart G of the Cornmission's regulations. Shipper warrants thatservice.hereunder is being provided on behalf of Shipper. Seciion 2. TQrm. Service under this Agreement shall commence.as -of the 'first Day of the first Month specifi"d irdppendix A and shalf .coniinue in full ,force uniil the last.Day of the last Month speoified in Appendix l{, Fre-granted abandonment shall apply upon termination of this Agreement' Section 3, Rates. Shipper shall pay'the charges calculated in accordance wiih the ISS Rate sch"dule and shall furni'sir the Reiainige .percentqge specified in Transporterrs currently effective Tarifi, unless ofher.wise agreed to by thi parties in ,Wiiing and specifled as an amendrnent to this Servlie Agreement. Traniporter miy a.gree lo discount its rate to Shipper below Transporter's maximum iate, but not lesslthan Transporler's -minimum.rate. Such discounted rate:may apply to; a) ,specified quantities (contrac,t .demand or cornmodity quantities);, b) specified guantities abov'e or below a ceilain level or allquantities if quantities exceed a'certaiit leve[; c) quantities during specified tirne periods; d) quantities at specified points, locations,.or other def,ned geographical areas; and e) that L specified'discounted rate wilt apply in a specified_ relationship to the quantities actually transportld (i,e., that the reservation charge will be.adjustgd il u spe.cified relationship to'quantities paid, the bid Average actually transported). The Mo1ths for which such charges shall be togetherwith Utontny natan"" und the bid Gornmodity Charge which shall be used to calculate such charges.are specitied in Appendix A. ln addition, the dis.cpr-rnt agreement may includ.e a provision that if one rate componentWhich was ai or belowthe applicable maximutn rate at'thetime the discount agreem'ent was'executed-subsequentl'yexceedstheapplicab|emadiflumrateduetoac|rangeinTlansporler's maximum rate so thai sLrchit-ate component rnust be adjusted doylrnwad to ecp-ral the new applicable maximum r.ate, then other rate components rnay be adjuste d upward to achieve fie agreed overall that rate, so long as none of the resulting rate components.exceed the maximunr tate applicable to 11utr'.on1poiunt. Such changes to raie components shall be applied prospectively, commencing with the date a Commission ordJr accepts revised taliff sheets. However, nolhing contained lrerein slrall whiclr 5e construecl to alter a refund obligation irnder applicable latry for any ;:eriod during which raies are found to be just hacl been charged uncler a discount agreernent exceecledrates wltich ultimately atrcl reersonable. Exhibit No. 4 Schedule No. 11 Aftachment DD Page 2 ol 4 Witness: J. T. Gore SERVICE AGREEMENT NO. CoNTROL NO. 2007-08'02'0009 ISS SERVICE AGREEMENT be addressed to it al Post section 4, lr,lotices. lrlotices to Transporter-uq"f this Agreement shall Customer Services otfice Brx l;1:'31;ha1eston, Wesi Vilginia 25325-1273, Aftention: Manager - and notices Io Shipper shall be addressed to it at: Columbia Gas O{ PennsYlvania, Inc. 200 Civic Cenier Drive Columbus, OH43215 ATTN: Scotl Phelps uniil changed by either party by written notice' Exhibit No. 4 Schedule No. 11 Attachment DD Page 3 of 4 ; Wtness: J. T. Gore SERVICE AGREEMENT NO. CoNTROL NO. 2007-08'02-0009 ISS SERVICE AGREEMENT cancels' as of the effectirre Section 5, SUperseded Aqreemenls. This Service Agreemen{ supersedes and date hereof, the lollowing Service Agreements; ltl/A' By: Name: Title: Enp€y Suppty Serv,-. Date: 8- ?p-o7 ia Gas Transrnission CorPoration By: Name: Cynthja A. Burnette Title: Team Leader, Customer Servicrs Date: September 4, 2007 Exhibit No. 4 Schedule No. 11 Attachment DD Page 4 ot 4 Witness: J. T. Gore Revision No. ControlNo' 2007-08'02'0009 Appendix A to Service Agreement No. Under Rate Schedule ISS Between (Transporter) Columbla Gas Transmission Corporation and (ShiPper) Columbia Gas Of PennsYlvania, lnc. lnteruptible Storage Quantity 6'945 Dth Bid Commodity Rate 0.0594 cents per Dlh Service Commencement Month September' 2007 . Through Service Termination Month March, 2008 CANCELLATION OF PREVIOUS- APPENDIX September 1, 2007' This Appendix A Servioe changes pursuant to this Appendix A shal) become effective as of Service Agreement shall cancel and supersede the previous Appendix A effective as of N/A to the of said agreement shall refeienced above. Witfr the exception of this Appendix A, all other terms and conditions remain in full force and effect' By: .Name: hr- Title: Date: o'"o'o7 By: t) ,- Name: ia A. Burnette Tilla' Team Leader, Customer 5erv i ces Date: September 4, 2007 Exhibit No. 4 Schedule No. 11 Attachment EE Page 1 of 4 Witness: J. T. Gore SERVICE AGREEMENT NO. 89831 o CONTROL NO. 2006.09-12.0004 ISS SERVICE AGREEMENT THiS AGREEMENT, made and entered into this 19 day of September 419 by ano between: Golumbia Gas Transmission Corporation ("Transporte/') AND Columbia Gas Of Pennsylvania, Inc, ("Shipper'') WTNESSETH: That in consideration of the mutual covenants herein contained, the parties hereto agree as follows: Section 1, Service to be Rendered. Transporter shall perform and Shipper shall receive service in accordance with tre provisions of the effective ISS Rate Schedule and applicable General Terms and Conditions of Transporteis FERC Gas Tariff, Second Revised Volume No. 1 (Iariff), on file with tre Federal Energy Regulatory Commission (Commission), as the same may be amended or superseded in accordance wih tre rules and regulations of he Commission. Transporter shall store quantities of gas for Shipper up to but not exceeding Shipper's Interruptible Storage Quantity as specified in Appendix A, as the same may be amended frohr time to time by agreement between Shipper and Transporter, or in accordance with the rules and regulations of the Cornmlssion. Service hereunder shafl be provided subject to-the provisions of Part284. 223 of Subpart G of the Commission's regulations. Shipper warrants that service hereunder is being provided on behalf of Shipper. Section 2. Term. Service under this Agreement shall commence as of the first Day of the first Month specified in Appendix A and shall continue in full force until the tast Day of ihe last Month specified in Appendix A. Pre-granted abandonment shall apply upon terminafion of this Agreement. Section 3. Rates. Ship.per shall pay the charges calculated in accordance with the ISS Rate Schedule and shall furnish ttre Retainage percentage specified in Transporter's currenty effective Tariff, unless .otherwise agreed to by the parties in vwiting and specified as an amendrnent to this Service Agreement. Transporter may agree lo discount its rate to Shipper below Transporter's maximum rate, but not less lhan Transporter's minimum rate. Such discounted rate may apply to: a) specified quantities (contrhct demand or cornmodity riu:intities); b) specified quantities above or below a certain level or all quantities if quantities exceed a certain level; c) quantities during specified time periods; d) quantities at specified points, locations, or other defined geographical areas; and e) that a specified discounted rate will apply in a specified relationship to the quantities acfually bansported (i.e., lhat the reservation charge will be adjusted in a specified relationship to quantities actually bansported). The Months for which such charges shall be paid, together with the bid Average Monthly Balance and ilqe bid Commodig Charge whlch shall be used to calculate such charges are specified in Appendix A. In addition, the discount agreement may include a provision ihat if one rate component which was at or below the applicable maximuin rate at the time the discount agreement was executed subsequently exqeeds the applicabfe maximum rate due to a change in Transporter'.s maximum rate so trat such rate component must be adjusted downward to equal the new applicable maximum rate, then other rate components may be adjusted upward lo achieve the agreed overall rate, so long as none of tire resulting rate components exceed lhe maximum rate appllcable to that rate component. Such changes to rate comp.onents shall be applied prospectively, cornmencing witlr the date a Commission order accepts revised tariff sheets. However, nothing contained herein shall be consfued to alter a refund obligation under applicable law for any period during which rates which had been charged under a discount agreement exceeded rales which ultimately are found to be just and reasonable. Exhibit No. 4 Schedule No. 11 r Attachment EE Page2 of 4 Witness: J. T. Gore SERVICEAGREEMENT NO. 8S831 CoNTROL iio. 2006-09-12-0004 ISS SERVICE AGREEMENT Section {. Notices. Notices to Transporter under this Agreement shall be addressed to it at Post Office Box 1273, Charleston, West Mrginia 25325-1273, Attention: Manager - Customer Services and notices to Shipper shall be addressed to it at: Columbia Gas Of Pennsylvania, Inc. 200 Givic Center Drive Columbus, OH 43215 ATTN: Scott Phelos until changed by either party by written notice. Exhibit No. 4 ii::fltl:il?J' Page 3 of 4 Wtness: J. T. Gore SERVICE AGREEMENT NO. 89S31 GoNTROL NO. 2006-09-12-0004 ISS SERVICE AGREEMENT Sectio0 5. Suoersedqd-Aqreements, This Service Agreement supersedes and cancels, as of the effective date hereof, the following Service Agreements: N/A, Columbia Gas Of Pennsylvania, Inc. By: Name: Title: VpsPresident Date: Ene{gy$rpply Serv , f: t5-Qtp By: Name: Title: Team Leader, Customer Services Date: 0ctober 11, 2006 Exhibit No. 4 Schedule No. 11 Attachment EE Page 4 o'f 4 Witness: J. T. Gore Revision No. 0 ControlNo. 2006-09-12-0004 Appendix A to Service Agreement No. 89831 Under Rate Schedule ISS Between {Transporter) ColumbiaGasTransmission Corporation and (Shipper) Golumbia Gas Of Pennsylvanla, Inc. lnterruptible Storage Quantity 7,812 Dth Bid Commodity Rate 0.0592 cents per Dth Servlce Commencement Month October, 2006 Through Service Termination Month March. 2007 cANCELLAION OF PREVTOUS A?PENplX Service changes pursuant to this Appendix A shall become effective as of October 1, 2006. This Appendix A shall cancel and supersede the previous Appendix A effective as of N/A lo the Service Agreement referenced above. With the exception of this Appendix A, all other terms and conditions of said agreement shall remain in full force and effect. By: rB, Narne: ilile: Vcshdderf Date: Eneryy$pfrSen. 9, zs^ctco By: Name: Ci ndy A. tnte: Team Leader Customer Services Date: 0ctober 11, 2006 Exhibit No. 4 t_ Schedule No. 11 Attachment FF Page 1 of4 .t Witness: J. T. Gore SERVICE AGREEMENT NO. 90299 v CoNTROL NO. 2006-10.05-0023 tSS SERVICE AGREEMENT 19 October by and THIS AGREEMENT, made and entered into thls Oay ot , 'zog between: Columbia Gas Transmission Corporation {"Transporter") AND Columbia Gas Of PennsYlvanla, Inc. ("ShiPper") 'the parties hereto WITNESSETH: That in consideration of the mutuaf covenants herein contained, agree as follows: in Section 1. Service to be Rendergd, Transporter shall perform and Shipper shall receive-service ffieeffective|SSRate.Scheduleandapplicab|eG.enera|-Terrnsandfile with the Conditions of Transporter's FERC Gas Tariff, Second Revised Volume No' 1 flariff),.on or superseded Federal Energy Reiulatory Commission (Commission), as the same may be amended store quantities of in accordanci wltn the rules and regulatlons of the Commission. Transporter shall in gas for Shipper up to but not exJeeding Shippe/s lnterruptible Storage Quantity as sp.eclfied Ippendix A,'as the t.y be amenied tr'om time to time by agreement between Shipper and hereunder Tiansporter, or in accordance""tn. with the rules and.regulations of the Gommission, Service Commission's shall be provided subject to the provisions of Partlg+' 223 of subpart G of the Shipper' regulations, Shipper warrants that service hereunder is being provided on behalf of of $re first Section 2. Term. Seruice under this Agreement shall commence as of the first Day .Month ndix A.and shall continue in futlforce untilthe tast Day of the last Month specified in Appendix A. Fie-granted abandonment shalI apply upon termination of this Agreernent' ISS Rate Section 3, Ratqs. Shipper shall pay the charges calculated in accordance with the S"h"dule a.d shall furnilir the Retainige perceiltage specified in Transporter's currently effective an arnendment to this Tariff, unless otherwise agreed to by the parties in writing and spe.cified as Transporter's Service Agreement. Traniporter miy agiee to discounl its rate to Shipper below rate may applyto: a) maximumiate, butnot tri* ttr"n Transpoiler's minimum rate. Such discounted above or ipecified quantities (contract demand or commodity quantities);. b) specified .quantities quantities djrring specified below a certain level or aliquantities if quantities exceed a certain level; c) geographical areas; and e) time purioas; d) quantities at specified poinis, locations, or other defined quantities actually that a specified ldiscounted rlte witl apply in a specifed. relationship to !he. relationship to quantities irun"fortla (i.e., that the reservation will be adjusted !1 a sp_ecified "hirg6 bid Average u"iujtfy trun.ported). The Months for which such charges shall be paid, together with the such charges are Monthly Balance and the bid Comrnodity Gharge wtriifr snatt be used to calculate provision that if one rate specinJO in Appendix A. In addition, the discouht agreement may include a agreernent component wirich was at or belowihe applicable maximum rate atthe time the discount change in Transporter's was executed suUsequentiy exceeds the applicable maximum rate due to a to equal the new applicable maximUm rate so that such rate component must be adjusted downward the agreed overall maximum rate, then other rate components may be adjusted upward to achieve rate applicable to that rate, so long as none of the resulting rate comfionents-exceedlhe.maximum Such changes to raie components shall be applied prospectively, comm.encing with i"ir'*tp"n"nt. herein shall the date a Commission ordJr accepts revised tariff sheets. However, nothing contained during lvhich rates which be construed to alter a refund obligation under applicable law for any period are found to be just had been charged under a discou-nt agreement exceeded rates which ultimately and reasonable, Exhibit No. 4 t' Schedule No. 11 i:::n?i" Wiiness: J. T. Gore SERVICE AGREEMENT NO, 90299 GoNTROL NO. 2006-',10-05-0023 ISS SERVICE AGREEMENT Seetion 4. Notices. Notices to Transporter under this Agreement shafl be addressed to it at Post Offid Bilmharteston, West Mr:ginia 25325-1273, Attention; Manager - Custorner Services and notices to Shipper shall be addressed to it at: Columbia Gas Of PennsYlvania, lnc. 200 Civic Center Drive Colurnbus, OH 43215 ATTN: Scott PhelPs until changed by either party by written notice. Exhibit No. 4 Schedule No. 11 Attachment FF i Page 3 of 4 Wtness: J. T. Gore SERVICE AGREEMENT NO. 90299 v GoNTROL NO. 2006-10-05-0023 ISS SERVICE AGREEMENT Section 5. Superseded Aoreements. This Service Agreement supersedes and cancels, as of the effective date hereof, the following Service Agreements: N/A. By: Name Title: Vhe Presidenl Date: Energy Supply Serv. l4-Z{;oV By: Name: Cynthi a Title: Team Leader - Customer Services Date: November 9, 2006 Exhibit No. 4 Schedule No. 11 Attachment FF Page 4 of 4 \Mtness: J. T. Gore Revislon No. 0 Control No. 2006'1045-0023 Appendix A to Servlce Agreement No. 90299 Under Rate Schedule l$S Between (Transporter) Columbia GasTransmission Corporation and (Shipper) Columbia Gas Of PennsYlvania, Inc. Interruptlble Storage Quantity 6,579 Dth Bid Commodity Rate 0'0592 cents per Dth Service Commencement Monlh November, 2006 Through Service Termination Month March, 2007 cANCELLATION OF PREVIOUS APPENDIX A Service changes pursuant to this Appendix A shall become effective as of November 1-, 2006. This Appendix shall cancel and supersede the previous Appendix A effective as of N/A to the Service Agreement shall referenced above. W1h the exception of this Appendix A, all other terms and conditions of said agreement remain in full force and effect. Columbia Gas Of Pennsylvania, Inc. Flrr. rV Name: Titte: Viee Prsident Date: EnergySuPPlY Sn . tPLt'o" Columbia Gas Transmission By: Name: Title; Team Leader - Customer SerLices Date: November 9, 2006 Exhibit No. 4 Schedule No. rz Page r of 3 Witness: J. T. Gore COLUMBIA GAS OF PENNSYLVANIA. INC s.q.s.q III. BAI,ANCE SHEET AND OPERATING STATEMENT A. ALL UTILITIES 23. Describe costs relative to leasing equipment, computer rentals, and office space, including terms and conditions of the lease. State the method of calculating monthly or annual payments. Response: Description of Terms and Conditions Columbia's lease agreements depicted on page 3 of this exhibit fall into the categories of office and service space rental, motor vehicle rental, general tools, and communication equipment. Because the terms vary by the nature and type of property leased, the following description highlights typical conditions which may be found in lease agreements for that specific type of lease property. Of course, even within categories the specific terms and conditions are subject to variation from agreement to agreement. Office and Service Space Rental Each such agreement particularly describes the premises to be leased. Typically, the annual rental is due in equal monthly installments payable on the first day of the month. The lessee specifically agrees to use the demised premises for ofiice and commercial purposes only without express written consent of the lessor to use the building for other purposes. It is the lessee's responsibility to pay all real estate taxes and assessments levied against the demised premises during the term of the lease. The lessee further agrees to purchase public liability insurance during the lease term. The assignment or subletting of the demised premises is subject to the written consent of the lessor, which consent is to be reasonably granted. The lessee agrees to indemnift the lessor against liability for damages including attorneys'fees occasioned by damage or losses to the lessee, its employees or third persons resulting from any causes except the negligence of the lessor. It is the responsibility of the lessor to maintain the roof and exterior structural walls and sewage system of the demised premises in good condition. It is the responsibility of the lessee to maintain the interior of the building, ordinary wear and tear excepted. The lessee is permitted to make improvements and alterations to the premises in a workmanlike manner, without impairing the structural soundness of the existing building or improvements. These lease agreements typically contain a covenant on the part of the lessor permitting the lessee the quiet enjoyment of the demised premises without disturbance during the lease term. Exhibit No. 4 Schedule No. rz Page z of3 Witness: J. T. Gore Motor Vehicle Leases/Licensed General Tool Lease Columbia leases motor vehicles from Peterson, Howell, and Heather, Inc. The lease term commences on the date each unit is physically delivered to lessee. Upon the expiration of the initial term, the lessee may renewthe lease from month to month subject to termination upon 3o days written notice to the lessor. The rental payment is calculated on the basis of an equal monthly share of the base price over the life of the lease term plus a monthly lease service charge. Each unit is to be purchased at the best procurable market price, subject to the prior approval of the lessee. Upon surrender of a leased unit to the lessor, within 3o days the unit will be sold at the best price obtainable. If the sale price exceeds the unit's amortized value, lessee is entitled to the excess. If the sale price results in a deficiency below the amortized value, that deficiency is paid to the lessor by the lessee. Lessee is obligated to maintain and service each unit in good condition, ordinary wear and tear excepted. Communication Equipment Columbia Equipment consists of radio site leases and dedicated telephone line rentals. Columbia leases radio sites for the location of radio transmitting equipment. These site leases generally include the right to install an antenna on an existing structure (water tower, commercial radio tower, etc.) and either the right to install the actual transmitting equipment in an existing communications building or the right to erect a small radio transmitter building near the base of the structure. Columbia rents dedicated telephone lines from NiSource Corporate Services on a month to month basis. Exhibit No.4 Schedule No. 12 Page 3 of 3 Witness: J. T. Gore Columbia Gas of Pennsylvania, Inc. Rents and Leases Twelve Months Ended May 31,2012 Line Lease Annual Type of No. Number Tvpe of Propertv Rental Lease Method $ Buildinq Leases 1 171 Service Center, Ellwood, Pennsylvania 9,792 5 Years Per Lease Agreement 2 1691 Service Center, Charleroi, Pennsylvania 4,212 5 Years Per Lease Agreement 1701 Service Center, Rochester, Pennsylvania 13,342 5 Years Per Lease Agreement 4 2989 Service Center, New Castle, Pennsylvania 73,200 5 Years Per Lease Agreement 5 353'1 Bethel Park, Pennsylvania 6,249 5 Years Per Lease Agreement o 3584 Warehouse,York,Pennsylvania 51,672 3 Years Per Lease Agreement 7 3584 Area Office, York, Pennsylvania 248,196 3 Years Per Lease Agreement 8 3601 Area Office, Somerset, Pennsylvania 19,944 2 Years Per Lease Agreement 9 3632 Area Office, Neville lsland, Pennsylvania l+5,ZOV 1 Years Per Lease Agreement 10 3675 New Headquarters, Champion Way, Canonsburg, PA 565,071 10 Years Per Lease Agreement 11 3679 Harrisburg Office - Harrisburg, Pa 12,960 3 Years Per Lease Agreement tz 3692 GreencastleStoraqeFacilities 9,600 2 Years Per Lease Agreement 13 Property Taxes 50,829 14 Total Building Lease 1,108,327 v Autos 1,421,639 50 to 60 Months Rental Per Unit lo General Tools 386,968 5 Years Rental Per Unit Other 17 Communications Equipment and Lines 71,066 Month{o-Month Various 18 Office Machines and Furniture 3,268 Various Various 19 Other 363,462 Various Various 20 Dedicated Telephone Lines 345,020 Month{o-Month Various 21 Total Leases 3,699,750 Exhibit No. 4 Schedule No. 13 Page r of r Witness: J. T. Gore COLUMBIA GAS OF PENNSYLVANIA. INC s.q.sg III. BAI,ANCE SHEETAND OPERATING STATEMENT A. ALL UTILITIES 24. Submit detailed calculations (or best estimates) of the cost resulting from major storm damage. Response: There were no costs resulting from major storm damage charged to operation and maintenance expense in the test year. Costs related to the Jeannette storm that occurred on March 29,2orrwere capitalized. Exhibit No. 4 -,:"'::H';T:''i COLUMBIA GAS OF PENNSYLVANIA INC s.q.sg III. BAI,ANCE SHEET AND OPERATING STATEMENT A. ALL UTILITIES 27. Prepare a detailed schedule for the test year showing types of social and service organization memberships paid for by the Company and the cost thereof. Response: Seepage z of5. 28. Submit a schedule showing, by major components, the expenditures associated with Outside Services Employed, Regulatory Commission Expenses and Miscellaneous General Expense, for the test year and prior two comparable years. Response: See pages 3, 4, and 5 ofs. 31. Provide a detailed analysis of Special Services - Account 795. Response: The System of Accounts does not include Account 7gS as Special Services. 32. Provide a detailed analysis of Miscellaneous General Expense - Account Bor Response: The System of Accounts does not include Account 8or as Miscellaneous General Expense; see Exhibit No. 4, Schedule No. 14, for an Analysis of Account 93o - Miscellaneous General Expense. Exhibit No. 4 Schedule No. 14 Page 2 of 5 Witness: J. T. Gore COLUMBIA GAS OF PENNSYLVANIA, INC. SOCIAL AND SERVICE CLUB ORGANIZATIONS BOOKED TO VARIOUS O&M ACCOUNTS TWELVE MONTHS ENDED MAY 31 ,2012 Line No. Description Amount $ 1 Fayette Chamber of Commerce - 2012 & 2013 Membership Dues 993 2 National Fuel Funds Network -2011Membership Dues 550 3 National Association of Social Workers - 2012 Membership Dues 190 4 AABE -2012 Membershio Dues 3 5 lnternational Right of Way Association - 2012 Membership Dues 470 o Westmoreland Chamber of Commerce - 2012 Membership Dues 315 7 Pennsylvania Association for Government Relation - 2012 Membership Dues 155 B Mon Valley Regional Chamber of Commerce - 2012 Membership Dues 396 I The Engineering Society of York - 2012 Membership Dues 4 10 American Public Works Association of York County 2012 Membership Dues 90 11 NACE lnternational -2012 Membership Dues 2,381 12 Total Socialand Service Club Organizations 5,547 Exhibit No. 4 Schedule No. 14 Page 3 of 5 Witness: J. T. Gore COLUMBIA GAS OF PENNSYLVANIA, INC. ACCOUNT 923. OUTSIDE SERVICES EMPLOYED TWELVE MONTHS ENDED MAY 31, 2012, 2011, 2O1O Cost Element Descriotion 05131112 05131111 05/31 /1 0 $ 2020 Materials & Supplies - General 0 1,360 0 2070 Office Supplies 0 211 0 3A20 Courier Services (UPS, FedEx, Etc.) 2,064 (29,709) 33,869 3A35 Customer Satisfaction Tracking 9,248 9,248 9,248 3810 Inspections 0 0 375 3863 Economic Forecasting Service 1,794 9,1 33 0 3866 Environmental HazJSpe Waste Disposal (2,e84) (614) 3,474 3C01 Financial Statement Review M5,046 485,448 445,810 3C06 Special Study 9,889 11,370 4,510 2^.t n Consultant Expenses 385,068 663,870 240,882 3C23 Short Term Temporary Employees 2,380 2,391 3,728 3D0't Regulatory Legal Expenses 501 ,1 73 182,324 0 3D02 Legal Outside Fees - Non Regulatory (7,594) 0 0 3D04 Legal Notices 0 50,893 0 3D10 Expert Witness & Consultants 0 (s72) 14,475 3E21 Medical Examinations 3,635 22,207 68,258 Jtr25 Pre-Employment Physical Examinations 0 0 140 3E24 Employee Hearing Tests 0 20 0 3E25 Drivers D. O. T. Physical Examinations 2,504 25,687 43,165 3E26 Drug Testing 8,493 0 zv 3E30 Short Term Temporary Employees 89,808 81,111 99,361 3E33 Contract Employee Services 9,643 9,044 2,052 3E40 Employee Training 40 8,194 9,022 3E41 Employee Advertising 12,807 5,693 2,005 3E42 Employee Consultants '1,138 0 0 3F01 Printing 66,490 129,668 144,817 3F02 Graphic Design 0 5,000 1 1 6,316 3F06 Literature Distribution 78,942 2,022 6,372 3F07 New Monitoring 0 169 2,404 3F1 0 File, Video and Audio Services 10,841 73,364 0 3F1 1 Graphic Presentations 0 800 0 3F1 5 Dispatch Printing 0 0 3,180 ?/:n,l Marketing Administrative Expenses 0 (174) 1,000 3H02 CAP Administration Costs 266,295 213,685 241,839 3H03 CAP Initial Application 122,463 163,052 131 ,395 3H06 CAP Reverification 3,060 5,220 3,580 3H12 CAP Education 3,640 8,067 3,918 3Hl 8 Weatherization/RCS Expenses 25,420 0 0 3K14 Maintenance 649 81 595 3K15 Building and Property Security 700 570 0 3K1 6 Outside Food Service 0 0 19 3K20 Repair of Furnishings 0 316 0 3K32 Office Machines Maintenance Agreements 626 0 0 3L12 DOT Inspections 0 0 244 3P02 Programming Services 0 0 1 0,1 98 3P04 External Computing Services 13,776 75 0 801 0 Management Services 32,941,110 27,337,444 23,135,742 801 1 Accrue Management Services 0 1,061,232 3,322,360 8099 Management Fees Transfer (4,966,410) (2,810,31 3) (2,371,877) 8921 Deferred Charges (204,969) (178,788) (202,837) 8990 Other Exoenses - General zo 10,036 0 9320 Community Support 773 21,209 0 93s1 Advertising _w 0 0 33,402 Total Account 923 Outside Services Employed 25,563,058 Exhibit No. 4 Schedule No. 14 Page 4 of 5 Witness: J. T. Gore COLUMBIA GAS OF PENNSYLVANIA, INC. ACCOUNT 928. REGULATORY COMMISSION EXPENSE TWELVE MONTHS ENDED MAY 31 ,2012,2011,2010 Description 05131112 05131111 05/31/10 Q $ $ PUC Maintenance Fee 1 ,189,418 1,170,202 1,558,608 Consumer Advocate Fee 176,129 133,393 183,569 Small Business Advocate 31,075 27,320 35,333 Total Account 928 1,396,622 1 ,330,916 1,777 ,510 Exhibit No.4 Schedule No. 14 Page 5 of 5 Witness: J. T. Gore COLUMBIA GAS OF PENNSYLVANIA, INC. ACCOUNT 930 MISCELLANEOUS GENERAL EXPENSE TWELVE MONTHS ENDED MAY 31 ,2012,2011,2010 Cost Element Description 05t31t12 05131/11 05131110 $ $$ 3J01 Research & Development Contract Services 165,000 135,000 0 551 0 Industry Associations '156,006 157,222 117,045 931 5 Safety Advertising 0 6,121 25,836 9320 Community Support 177,936 43,913 36,753 9351 Advertising 0 22,215 94,119 Total Account 930 Miscellaneous General Expense :::498.942 364.472 273.752 Exhibit No. 4 Schedule No. 15 Page r of r Witness: J. T. Gore COLUMBIA GAS OF PENNSYLVANIA., INC q.q.s3 III. BALANCE SHEET AND OPERATING STATEMENT A. ALL UTILITIES 30. Provide a detailed schedule of all charitable and civic contributions by recipient and amount for the test year. Response: Please see Attachment A pages r through 5. The Charitable Contributions detailed on Page r and the Civic Contributions detailed on Pages g, 4 &5 are not included in the cost of service claim in this case. Exhibit No.4 Schedule No. 15 Attachment A Page 1 of 5 Witness:J. T. Gore Description Amount $ CHARITABLE ORGANIZATIONS 1 Beaver County Chamber of Commerce - Golf Outing Sponsor 250.00 2 Mon Valley Regional Chamber of Commerce 480.00 J United Way of Washington County - Annual Dinner 280.00 4 7th Annual FontanaFest - Sponsor 500.00 5 Southpointe CEO Association - Summer Energy Picnic 500.00 o Holy Family Institute - Be Utility Wise 600.00 7 Dollar Energy Fund 450.00 8 Pa Legis Correspondent - 81st Annual Gridiron Dinner 160.00 9 Greater Pittsburgh Chamber of Commerce - 2011 Steelers Kickoff Luncheon 450.00 10 Chad Shaffer Cancer Fund 200.00 11 Washington County Chamber of Commerce 100.00 12 Community Progress Council, Inc. - Donation 100.00 13 Oasis - Dormant Survey Work 1,000.00 14 Mountain Maryland Pace 260.00 15 Crisis Shelter of Lawrence County - Auction Tickets 240.00 16 Lawrence County Chamber of Commerce - Annual Dinner 599.00 17 Mountain Maryland Pace 150.00 '18 Pennsylvania Trolley Museum - Tim Solobay Roast 1,000.00 19 United Way of Washington County - Campaign 60.00 20 Junior Achievement - Bowl-a-Thon 472.50 21 Junior Achievement - Bowl-a-Thon 472.50 22 Ronald McDonald Donation 17.00 23 York County Economic Alliance + Membership 50.00 24 Beaver County Chamber of Commerce - Women's Networking Luncheon 140.00 25 United Way of Washington County - Campaign Celebration Luncheon 220.00 26 Tuscarora Area Chamber of Commerce - Annual Dinner 200.00 27 The Chamber - Pittsburgh Airport Area - Breakfast Briefing 60.00 28 Greater Pittsburgh Community - Food Bank 150.00 29 Total Charitable Organizations (Removed from Rate Claim - See Exhibit No. 4, Schedule No. 1) 9JO1_,00 Exhibit No. 4 Schedule No. 15 Attachment A Page 2 of 5 Witness:J. T. Gore Line No. Description Amount $ 1 CIVIC CONTRIBUTIONS 2 Pittsburgh Region Clean Cities -2011Membership Dues 500.00 3 Central Pennsylvania Convention & Vistors Buerau -2011Membership Dues 271.00 4 Pennsylvania Society - 2011 Entrance Fee & Dues - Mark Kempic 250.00 5 Pennsylvania Society - 2011 Entrance Fee & Dues - Peter Trufahnestock 250.00 6 Pennsylvania Society - 2012 Membership Dues - Peter Trufahnestock 50.00 7 Pennsylvania Society - 2012 Membership Dues - Carol Fox 50.00 8 Hanover Area Chamber of Comm erce - 2012 Membership Dues 1,032.00 9 Pennsylvania State Association of Boroughs - 2012 Membership Dues 200.00 '10 Beaver County Chamber of Commerce - 2012 Membership Dues 370.00 11 Warren County Chamber of Business & Industry - 2012 Membership Dues 1,000.00 12 Southpointe CEO Association - 2012 Membership Dues 2,000.00 13 Somerset County Economic Development Council - 2012 Membership Dues 1,000.00 14 Lawrence County Chamber of Commerce - 2012 Membership Dues 425.00 15 Redbank Valley Chamber of Commerce - 2012 Membership Dues 150.00 16 Washington County Chamber of Commerce - 2012 Membership Dues 354.00 17 Beaver County Economic Development-2012 Membership Dues 200.00 18 The Chamber Pittsburgh Airport - 2012 Membership Dues 649.00 19 Total Civic Contributions - Included in Rate Claim _8,751.99_ Exhibit No. 4 Schedule No. 15 Attachment A Page 3 of 5 o Witness:J. T. Gore Line No. Description Amount $ CIVIC CONTRIBUTIONS 1 Pennsylvania FFA Association - Legislative Leadership Conference 7,500.00 2 Washington Hospital - Donation 1,500.00 3 Cultural Alliance of York City - Donation 6,250.00 4 Cultural Alliance of York City - Donation 6,250.00 5 Peters Township Volunteer Fire Department 1,500.00 6 Peters Township Summer Concert Series 1,000.00 7 Peters Township Volunteer Fire Department 500.00 B Greater Pittsburgh Chamber of Commerce - Donation 15,000.00 I American Red Cross -2011Hero's Breakfast 3,000.00 '10 Beaver Volunteer Fire Department - Donation 100.00 11 American Cancer Society - Donation 250.00 12 American Cancer Society - Paint the Town Yellow 150.00 13 Robertson Heating Supply - Habitat for Humanity of Beaver County 738.02 14 Canonsburg - July Fourth Celebration - Donation 1,000.00 15 Canonsburg - July Fourth Celebration - Supplemental Donation 1,500.00 '16 Canonsburg - July Fourth Celebration - Donation 1,000.00 17 United Way of Washington County - Day of Caring 1,500.00 18 United Way of Westmoreland County - Purchase of Gas Grill 497.17 ,tr) United Way of York County - Donation 5,000.00 Taste of the Township Friends - Peters TWP. Library 2,500.00 1 Mountain Maryland - --. PACE Donation 1,000.00 - 22 NAACP New Castle Branch - Donation 120.00 23 Community Action Southwest - Senior Services Project 10,000.00 24 NAACP Washington Branch - Annual Human Rights Award Banquet 1,000.00 25 Veteran Leadership Program of Western Pennsylvania - Tribute to Veterans 2,500.00 26 South hills Area Council of Governments - 39th Annual Dinner 100.00 27 Beaver County Chamber of Commerce - Annual Dinner Sponsor 1,500.00 28 Beaver County Chamber of Commerce - Annual Golf Outing 440.00 29 Brownson House Auxiliary - 49th Annual Style Show and Luncheon 500.00 30 Warren Forest Eldercare Council - Senior Expo 500.00 31 McDonald Volunteer Fire Department - Donation 200.00 32 McDonald Volunteer Fire Department - Donation 500.00 33 Our Town Cooperative - SpringMinter Downtown Banner Program 2012 2s0.00 34 Leadership Pittsburgh - Donation 250.00 35 Pennsylvania Chamber of Business and Industry - 28th Annual Chamber Dinner 13,500.00 36 Dollar Energy Fund - Fan Golf Classic Luncheon Sponsorship 2,000.00 37 Dollar Energy Fund - Columbia Maryland Fuel Fund 10,000.00 38 Dollar Energy Fund - Columbia Maryland Fuel Fund 5,000.00 39 Dollar Energy Fund - Columbia Fuel Fund 150,000.00 40 Dollar Energy Fund - Columbia Maryland Fuel Fund 25,000.00 41 Dollar Energy Fund - Contributions 11,000.00 42 Dollar Energy Fund - Columbia Maryland Fuel Fund 5,000.00 43 United Way of Lawrence County - Volunteer Recognition Dinner 140.00 AA City of Hagerstown - Western Maryland Blue 500.00 City of Hagerstown - AugustOberfest 2011 1,500.00 Washington County Community Foundation - Philanthropy Banquet 2,500.00 - 47 Alleghany Conference on Community Development - Doing lt Right Contribution 56,100.00 48 Penn Soil RC&D Council - 2012 Winterfest 1,500.00 49 Hospice of Washington County - Donation 500.00 50 Conservation Consultants - Donation 500.00 Exhibit No. 4 Schedule No. 15 Attachment A Page 4 of 5 Witness:J. T. Gore Line No. Description Amount $ CIVIC CONTRIBUTIONS 51 Goodwill of Southwestern Pennsylvania - Donation 250.00 52 Big Bob's BBQ - Donation 300.00 53 Life Steps - Fifth Annual Star Gala 2011 1,800.00 54 Life Steps - Fifth Annual Star Gala 2011 100.00 55 Community Free Clinic - Donation 500.00 56 Blackhawk High School- MAC Coaches Association 500.00 57 Habit for Humanity of Beaver County - 5K Walt COLUMBIA GAS OF PENNSYLVANIA. INC sg.sI III. BAI,ANCE SHEET AND OPERATING STATEMENT A. ALL UTILITIES 34. List and explain all non-recurring, abnormal or extraordinary expenses incurred in the test year r,r'hich will not be present in future years. Response: Non-Recurring abnormal or extraordinary expenses incurred in the test year are recorded as Miscellaneous Deductions and reflected "belowthe line" in the caption Other Income. 35. List and explain all expenses included in the test year rvhich do not occur yearly but are of a nature that they do occur over an extended period of years. (e.g. - Non-yearly maintenance programs, etc.) Response: See Exhibit No. 4, Schedule No. z for detail of expense adjustments. 36. using the adjusted year's expenses under present rates as a base, give detail necessary for clarification of all expense adjustments. Give clarifying detail for any such adjustments that occur due to changes in accounting procedure, such as charging a particular expense to a different account than vras used previously. Explain any extraordinary declines in expense due to such change ofaccount use. Response: See Exhibit No. 4, Schedule No. z for detail of expense adjustments. 37. Indicate the expenses that are recorded in the test year, which are due to the placement in operating service of major plant additions or the removal of major plant from operating service, and estimate the expense that u'ill be incurred on a full-year's operation. Response: No expenses \vere recorded on the books of Columbia related to placement of major plant additions in or removal of major plant additions to/from operating service other than Columbia's continuation of its accelerated investment in cast iron and unprotected steel mains replacement. Exhibit No. 4 Schedule No. 16 Page z of z Witness: D. D. Schmelzer COLUMBIA GAS OF PENNSYLVANIA. INC sT.sg III. BALANCE SHEET AND OPERATING STATEMENT A. ALL UTILITIES gB. Submit a statement of past and anticipated changes, since the previous rate case, in major accounting procedures. Response: In zotz, CPA adopted Accounting Standards Update (ASU) 2o11-o5, which revised the manner in which entities present comprehensive income in their financial statements. In December zotr, the FASB issuedASU zou-rr, which requires additional disclosures regarding the nature of an entity's right to offset positions associated with its financial and derivative instruments. CPA is currently reviewing the provisions of this nerv standard to determine the impact on its financial statements. Exhibit No. 4 Schedule No. 17 Page r of z Witness: J. T. Gore COLUMBIA GAS OF PENNSYLVANIA. INC s:.sg III. BAI,ANCE SHEET AND OPERATING STATEMENT E. GAS UTILITIES 29. Provide intrastate operations percentages by expense categories for two years prior to the test year. Response: See Page z. Exhibit No. 4 Schedule No. 17 Page 2 ot 2 Witness: J. T. Gore COLUMBIA GAS OF PENNSYLVANIA, INC. OPERATION PERCENTAGE BY EXPENSE CATEGORIES FOR THE TWELVE MONTHS ENDED MAY 31. 2O'IO.2011 AND 20,12 Line May 31,2012 May 31,2011 May 31,2010 No. Amount Percent Amount Percent Amount Percent $% $% $ ouo GAS PURCHASED EXPENSE 1 401200 Operation 181 ,258,859 1 00.00% 350,811,516 100.00% 230,114,629 100.00% OTHER GAS SUPPLY EXPENSES 2 401200 Operation 1,350,426 1.07% 1,454,571 1.01o/o 1,490,386 1.22% UNDERGROUND STORAGE 3 401200 Operation 200,025 0.16% 205,626 0.14% 128,249 0.11% 0.00% 4 402200 Maintenance 17,305 0.01% 16,097 "--'7-,-;;0.01% 5,686 5 Total 217,330 0.17% 221,723 U. lC-/o 133,935 0.11% DISTRIBUTION o 401200 Ooeration 25,386,399 20.120k 27.265,084 18.85% 24,176,576 19.82% 402200 Maintenance 13,671,751 10.840/o 14,617,707 10.11% 14.197,644 11.64% I Total 39,058,150 30.96% 41,882,791 28.96% 38,374,220 31A6% CUSTOMER ACCOUNTS 9 401200 Operation 26,278,967 20.83% 31,852,170 22.03% 32,355,575 ZO.CJ-/o CUSTOMER SERVICE & INFORMATION tr 401200 Operation 4,399,137 3A9% 11,116,126 7.69% 4,932,503 4.04% SALES PROMOTION 11 401200 Ooeration 701,359 U.3g-/o 516,701 0.36% 578,080 0.47o/o ADMIN. & GENERAL 12 401200 Ooeration 54,139,868 42.92% 57,569,826 39.81% 44,104,812 36.16% 13 Subtotal (Lines 2+5+8+9+10+1 1 +12) 126,145,237 100.00% 144,61 3,908 100.00% 121,969,511 100.00% Total Ooeration and 14 Maintenance Expenses (Lines 1+13) 307,404,096 495,425,424 352.084,140 Exhibit No. 4 Schedule No. 18 Page r of z Witness: J. T. Gore COLUMBIA GAS OF PENNSYLVANIA. INC sg.sg III. BAI,ANCE SHEET AND OPERATING STATEMENT E. GAS UTILITIES 39. Submit a schedule showing maintenance expenses, gross plant and the relation of maintenance expenses thereto as follows: (i) Gas Production Maintenance Expenses per Mcf production, per $r,ooo Mcf production, and per $r,ooo of Gross Production Plant: (ii) Transmission Maintenance Expenses per Mmcf mile and per $t,ooo of Gross Transmission Plant; (iii) Distribution Maintenance Expenses per customer and per $r,ooo per $r,ooo of Gross Distribution Plant; (iv) Storage Maintenance Expenses per Mmcf of Storage Capacity and per $t,ooo of Gross Storage Plant. This schedule shall include three years prior to the test year, the test year and one year's projection beyond the test year. Response: See Page z. Exhibit No. 4 Schedule No. 1B Page 2 of 2 Witness:J. T. Gore COLUMBIA GAS OF PENNSYLVANIA, INC. SCHEDULE OF MAINTENANCE EXPENSES AND GROSS PLANT MAY 31 ,2012,2011,2010 & 2009 12 Months Ended 05131112 05131111 05/31/10 05/31/09 s a $ t. Gas Production Maintenance Expenses 0 0 0 0 Gross Production Plant 0 0 0 0 Per Mcf Production 0 0 0 0 Per $1,000 Mcf Production 0 0 0 0 Per $1,000 of Gross Production Plant 0 0 0 0 tl Transmission Maintenance Expenses 0 0 0 0 Gross Transmission Plant 0 0 0 0 Per Mmcf mile 0 0 0 0 o Per $1,000 of Gross Transmission Plant 0 0 0 0 ill Distribution Maintenance Expenses 13,671,751 14,617,707 14,197,644 13,438,298 Gross Distribution Plant 1,143,583,577 1,013,754,932 936,282,032 877,115,465 Customers 412,782 412,896 411,103 410,760 Per Customer 33.12 35.40 34.54 32.72 Per $1,000 of Gross Distribution Plant 11.96 14.42 15.16 15.32 lv. Storage Maintenance Expenses 17,305 16,097 5,686 12,426 Gross Storage Plant 3,864,702 3,807,993 3,803,532 3,779,634 Mmcf of Storage Capacity 30 30 30 30 Per Mmcf of Storage Capacity 577 537 190 414 Per $1,000 of Gross Storage Plant 4.48 4.23 1.49 3.29 (Columbia Gas Pennsylvania does not forecast the data indicated above beyond the historic test year in the manner requested.) Exhibit No. 4 Schedule No. r9 Page r of7 Witness: J. T. Gore COLUMBIA GAS OF PENNSYLVANIA. INC qT.s3 III. BALANCE SHEET AND OPERATING STATEMENT E. GAS UTILITIES 84. Prepare a 3-column schedule of expenses, as described below for the following periods (supply sub-accounts, if significant, to clarify basic accounts). a. Column r - Test Year b. Column z and 3 - The two previous years. Provide the annual recorded expenses by accounts. Response: See Pages z through 7 for aschedule of Operating and Maintenance Expenses for the Twelve Months Ended May zorz,2ort,2o1o. Exhibit No. 4 Schedule No. 19 Page 2 of 7 Witness:J. T. Gore COLUMBIA GAS OF PENNSYLVANIA, INC OPERATING AND MAINTENANCE EXPENSES TWELVE MONTHS ENDED MAY 201 2,2011 AND 2O1O TME TME TME May-l2 Mav-11 Mav-10 $ $ $ GAS PURCHASED EXPENSE 401200 Operation 181 ,258,859 350,81 1 ,516 230,114,629 402200 Maintenance 00 0 Total 181 ,258,859 350,811,516 230,114,629 OTHER GAS SUPPLY EXPENSES 401200 Operation 1,350,426 1,454,571 1,490,386 402200 Maintenance 0 0 0 Total 1,350,426 1,454,571 1.490.386 UNDERGROUND STORAGE 401300 Operation 200,025 205,626 128,249 402300 Maintenance 17,305 16,097 5,686 Total 217,330 221,723 133,935 DISTRIBUTION 401400 Operation 25,386,399 27,265,084 24,176,576 402400 Maintenance 13,671,751 14,617,707 14,197,644 Total 39,058,150 41,882,791 38,374,220 CUSTOMERS ACCOUNTS 401400 Operation 26,278,967 31,852,170 32,355,575 402400 Maintenance 0 0 0 Total 26,278,967 31,852,170 32,355,575 CUSTOMERS SERVICE & INFORMATION 401400 Operation 4,399,137 11,116,126 4,932,503 402400 Maintenance 0 0 0 Total 4,399,137 11,116,126 4,932,503 SALES 401400 Operation 701,359 516,701 578,080 402400 Maintenance 0 0 0 Total 701,359 516,701 578,080 ADMINISTRATIVE & GENERAL 401400 Operation 54,139,868 57,569,826 44,104,812 402400 Maintenance 0 0 0 Total 54,139,869 57,569,826 44,104,812 GRAND TOTAL O&M 307,404,096 495,425,424 352,084,140 Exhibit No. 4 Schedule No. 19 Page 3 of 7 Witness: J. T. Gore COLUMBIA GAS OF PENNSYLVANIA, INC OPERATING AND MAINTENANCE EXPENSES TWELVE MONTHS ENDED MAY 2012,2011 AND 2O1O ACCT TME TME TME NO. OTHER GAS SUPPLY Mav-12 Mav-11 MaV-10 $ $ $ 4O13OO OPERATION 807 Other Purchased Gas Expense 1,496,638 1,589,476 1,813,341 812 Gas Used for Other Utility Oper. (31e,883) (223,e0e) (271,086) B13 Other Gas Supply Expense 59,313 22,047 TOTAL OTHER GAS SUPPLY EXPENSE 1,236,068 1,372,067 1,564,302 401999 PURCHASED GAS SOLD 801 Natural Gas Field Line Purchases 629,546 702,298 883,923 803 Natural Gas Transmission Line Purchases 196,773,843 297,658,467 281,399,320 804 Natural Gas City Gate Purchases 18,341,817 22,545,477 18,409,984 805 Other Gas Purchases (39,984,295) 66,303,042 (87,836,018) 806 Exchange Gas 7,680,339 (3,308,802) 3,564,648 808.1 Gas Withheld From Storage Dr 98,543,778 109,347,429 149,613,257 808.2 Gas Delivered To From Storage Cr (100,61 1 ,817) (142,353,891) (135,994,401) TOTAL PURCHASED GAS SOLD 181,373,211 350,894,020 230,040,713 Exhibit No. 4 Schedule No. 19 Page 4 of 7 Witness: J. T. Gore COLUMBIA GAS OF PENNSYLVANIA, INC OPERATING AND MAINTENANCE EXPENSES TWELVE MONTHS ENDED MAY 2012.2011 AND 2O1O ACCT TME TME TME NO. UNDERGROUND STORAGE Mav-12 Mav-11 Mav-10 $ $ $ 4O14OO OPERATION 816 Well Expenses 8,908 6,776 9,306 817 Line Expenses 31,220 23,945 18,716 B1B Compressor St Exp 134,881 155,807 80,620 819 Compressor St Fuel & Power 0 0 0 820 Meas & Regulator Exp 13,022 7,291 8,045 821 Purification 2,570 2,367 1,246 823 Gas Losses 3,447 3,606 4,420 825 Storage Well Royalties 5,977 s,934 5,896 TOTAL OPERATION 200,025 205,626 128,249 4O24OO MAINTENANCE 832 Maintenance Reservoirs & Wells 6,523 0 1,001 834 Compressor Station Equipment 5,112 11,047 2,759 836 Purification Equipment 5,670 5,050 1,926 TOTAL MAINTENANCE 17,305 16,097 5,686 TOTAL STORAGE 217,330 221,723 133,935 Exhibit No. 4 Schedule No. 19 Page 5 7 o of Witness:J. T. Gore COLUMBIA GAS OF PENNSYLVANIA, INC OPERATING AND MAINTENANCE EXPENSES TWELVE MONTHS ENDED MAY 2012.2011 AND 2O1O ACCT TME TME TME NO. DISTRIBUTION Mav-12 Mav-11 Mav-10 s $ $ 4O1600 OPERATION 870 Operation Supervision & Engineering 4,079,982 4,695,385 4,170,466 871 Distribution Load Dispatching 106,638 108,790 113,764 874 Mains & Services Expenses 9,614,128 9,535,676 7,OBB,3BO 875 Meas. & Reg. Station Expense-General 542,204 548,572 536,192 876 Meas. & Reg. Station Expense-lndustrial 209,244 235,635 218,001 878 Meter & House Regulators Expense 2,088,834 2,442,888 2,687,831 879 Customer Installation Expense 4,132,460 3,962,126 4,033,298 880 Other Expense 4,385,058 5,541,933 5,108,893 BB1 Rents 227,851 194,079 219,751 TOTAL OPERATION 25,386,399 27.265.084 24.176.576 402600 MAINTENANCE 885 43,232 28,555 28,905 BB6 Maintenance of Structures & lmprovements 50,745 163,406 107,005 887 Maintenance of Mains 9,238,551 10,483,269 10,482,391 889 Maint. of Meas. & Reg Station Equipment-General 534,461 681,979 437,677 890 Maint. of Meas. & Reg Station Equipment-lndustrial '1 1 1 ,189 129,700 209,230 892 Maintenance of Services 2,703,363 1,938,730 1,587,441 893 Maintenance of Meter & House Regulators 269,554 316,905 272,574 894 Maintenance of Other Equipment 720,656 875,163 1,072,421 TOTAL MAINTENANCE 13,671,751 14,617,707 14,197,644 TOTAL DISTRIBUTION EXPENSE 39,058,150 41,882,791 38,374,220 Exhibit No. 4 Schedule No. 19 Page 6 of 7 Witness:J. T. Gore COLUMBIA GAS OF PENNSYLVANIA, INC OPERATING AND MAINTENANCE EXPENSES TWELVE MONTHS ENDED MAY 2012,2011 AND 2O1O ACCT TME TME TME NO. CUSTOMER ACCOUNTS Mav-12 Mav-11 Mav-10 $ $ $ 4017OO OPERATION 901 Supervision 0 0 0 902 Meter Reading Expense 1,960,079 2,662,915 2,586,553 903 Customer Records & Collections 8,524,645 8,569,333 8,519,711 904 U ncol lectible Accou nts 15,773,095 20,596,243 21,227,336 905 Miscellaneous Customer Accounts Expense 16,936 18,933 16,468 TOTAL CUSTOMER ACCOUNTS EXPENSE 26.274.755 31,847,324 32,350,068 CUSTOMER SERVICE & INFORMATION 4O18OO OPERATION 907 Suoervision 0 0 10,242 908 Customer Assistance 3,197,825 9,674,273 3,611,870 909 Informational & Instructional Expense 34,344 115,792 74,081 910 Misc Customer Service & Information Exoense 1,157,743 1,315,386 1,224,139 TOTAL CUSTOMER SERVICE EXPENSE 4,389,912 11,105,451 4,920,332 SALES EXPENSE 4O14OO OPERATION 911 Supervision 0 0 0 912 Demonstration 585,454 512,785 505,221 913 Advertising 115,905 3,916 72,859 916 Miscellaneous 0 0 0 TOTAL SALES EXPENSE 701,359 516,701 578,080 Exhibit No. 4 Schedule No. 19 PageT of7 Witness: J. T. Gore COLUMBIA GAS OF PENNSYLVANIA, INC OPERATING AND MAINTENANCE EXPENSES TWELVE MONTHS ENDED MAY 2012. 2011 AND 2O1O ACCT TME TME TME NO. ADMINISTRATIVE & GENERAL Mav-12 Mav-11 Mav-10 $ $ $ 4O19OO OPERATION 920 Administrative & General Salaries 3,376,491 3,509,080 3,806,944 921 Office Supplies & Expenses 2,043,897 1,087,860 1,853,331 922 Adm inistrative Exoense-Transfer Credit 0 0 923 Outside Services Employed 29,837,5B1 27,579,644 25,563,058 924 Property Insurance 145,582 177,683 181,174 925 Injuries & Damages 3,349,854 3,649,808 3,499,010 926 Employee Pensions & Benefits 13,257,332 19,680,155 7,093,690 928 Regulatory Commission Expense 1,396,622 1 ,330,916 1,777,510 930.2 Miscellaneous General Expense 498,942 364,472 273,752 931 Rents 247,004 205,729 74,021 TotalOoeration 54,153,305 57,585,347 44,122,490 4O29OO MAINTENANCE 935 Maintenance of General Plant Total Maintenance 0 0 0 TOTAL ADMINISTRATIVE & GENERAL EXPENSE 54,153,305 57,585,347 44,122,490 TOTAL OPERATION & MAINTENANCE EXPENSE 307,404,090 495,425,424 352,084,140