-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T9FDso3NfuMlkWKsw53EuoKfw7VfAinySlR43dN4sRlMlslGixEhFZUGdycsPlqn AerRylpL+S+J+4zdQGDdcQ== 0000893220-96-000844.txt : 19960518 0000893220-96-000844.hdr.sgml : 19960518 ACCESSION NUMBER: 0000893220-96-000844 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960516 EFFECTIVENESS DATE: 19960604 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA GAS SYSTEM INC CENTRAL INDEX KEY: 0000022099 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 131594808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-03869 FILM NUMBER: 96568546 BUSINESS ADDRESS: STREET 1: 20 MONTCHANIN RD CITY: WILMINGTON STATE: DE ZIP: 19807 BUSINESS PHONE: 3024295000 S-8 1 FORM S-8 COLUMBIA GAS SYSTEMS, INC. 1 Registration No. 33- ----------------------------- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------------------------ THE COLUMBIA GAS SYSTEM, INC. (Exact name of registrant as specified in its charter) Delaware 13-1594808 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 20 Montchanin Road Wilmington, Delaware 19807 (302) 429-5000 (Address, including zip code and telephone number, including area code, of registrant's principal executive office) The Columbia Gas System, Inc. Long-Term Incentive Plan (full title of the plan) ------------------------------------ L. J. BAINTER, TREASURER THE COLUMBIA GAS SYSTEM, INC. 20 Montchanin Road Wilmington, Delaware 19807 (302) 429-5597 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------------------
==================================================================================== CALCULATION OF REGISTRATION FEE ==================================================================================== Title of each Proposed Proposed Amount of class of securities Amount to maximum maximum registration to be registered be offering aggregate fee registered pricing offering per share(1) price(1) - ------------------------------------------------------------------------------------ Common Stock, 3,000,000 $48.4375 $145,312,500 $50,107.76 $10 par value Shares ====================================================================================
(1) Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of calculating the amount of the registration fee, based on the average of the high and low prices of the Common Stock as reported for the New York Stock Exchange Corporate Transaction on May 14, 1996. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION. The Columbia Gas System, Inc. (the "Company") hereby files this Registration Statement on Form S-8 to register 3 million shares of its Common Stock, $10.00 par value, for issuance to participants in The Columbia Gas System, Inc. Long-Term Incentive Plan. The Company will deliver or cause to be delivered to each participant of the Plan covered by this Registration Statement, the Prospectus relating thereto. A copy of the Plan is filed as Exhibit 99 to this Registration Statement. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. The Company will, upon written or oral request, provide without charge to any person to whom the Prospectus relating to this Registration Statement is delivered, a copy of any and all of the information which has been incorporated by reference in the Prospectus and such Registration Statement other than exhibits to such information if such exhibits are not themselves incorporated by reference in such information. Such requests should be directed to The Columbia Gas System, Inc., Attention: Vice President - Finance and Investor Relations, 20 Montchanin Road, Wilmington, DE 19807 - telephone (302) 429-5331 or (302) 429-5332. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the U. S. Securities and Exchange Commission ("SEC") are incorporated in and made part of this Registration Statement by reference, except to the extent 2 3 that any statement or information therein is modified, superseded or replaced by information contained in any subsequently filed document incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1995; (b) Quarterly report of the Company on Form 10-Q for the period ended March 31, 1996. (c) The Company's current report on Form 8-K, dated April 12, 1996. (d) The description of Columbia Common Stock is contained in the Company's Registration Statement on Form S-3 (File No. 33-64555), as amended, which was declared effective by the Commission on March 11, 1996. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and which are filed prior to the filing of a post-effective amendment which indicates that all the shares of Common Stock of the Company have been sold or which deregisters all such shares then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be part thereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. The Common Stock of the Company offered pursuant to the Plan is a class of securities registered under Section 12 of the Exchange Act. 3 4 ITEM 4. DESCRIPTION OF COMMON STOCK. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation law, the law of the state of incorporation of the Company, confers broad powers upon Delaware corporations with respect to indemnification of any person against liabilities incurred by reason of the fact that such person is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other business entity. The provisions of Section 145 are not exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement or otherwise. The Company's Certificate of Incorporation requires the Company to indemnify its directors and officers and certain other persons serving at the request of the Company to the fullest extent permitted by Delaware law and to advance litigation expenses and to maintain director and officer liability insurance. Directors and officers liability insurance has been purchased for all of the Company's directors and officers, plus directors and officers of subsidiary companies. Subject to policy terms and conditions, this insurance indemnifies individual directors and officers for related costs, damage or charges, including litigation expenditures, incurred as a result of actual or alleged wrongful acts. The coverage also reimburses the Company and its subsidiary companies for amounts paid by them to indemnify covered directors and officers. 4 5 The Certificate of Incorporation also contains a provision that eliminates the personal liability of the Company's directors to the Company for or with respect to any acts or omissions in the performance of his or her duties as a director of the Company to the fullest extent permitted by Section 102(b)(7) of the Delaware General Corporation Law. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8 Exhibits 4-A -The Columbia Gas System, Inc. Restated Certificate of Incorporation dated as of November 28, 1995. 4-B -Indenture dated as of November 28, 1995 between the Company and Marine Midland Bank, Trustee. 4-C -First Supplemental Indenture dated as of November 28, 1995 between the Company and Marine Midland Bank, Trustee. 4-D -Second Supplemental Indenture dated as of November 28, 1995 between the Company and Marine Midland Bank, Trustee. 4-E -Third Supplemental Indenture dated as of November 28, 1995 between the Company and Marine Midland Bank, Trustee. 4-F -Fourth Supplemental Indenture dated as of November 28, 1995 between the Company and Marine Midland Bank, Trustee. 4-G -Fifth Supplemental Indenture dated as of November 28, 1995 between the Company and Marine Midland Bank, Trustee. 4-H -Sixth Supplemental Indenture dated as of November 28, 1995 between the Company and Marine Midland Bank, Trustee. 4-I -Seventh Supplemental Indenture dated as of November 28, 1995 between the Company and Marine Midland Bank, Trustee. 5 6 5 -Opinion of Mark A. Cleaves with respect to the legality of the Common Stock to be issued pursuant to the Plan. 23-A -Written consent of Arthur Andersen LLP, independent public accountants, dated May 16, 1996, to the incorporation by reference of their report which is included, or incorporated by reference, in the Company's 1995 Annual Report on Form 10-K. 23-B -Letter report, dated January 29, 1996 and the written consent to the filing and use of information contained in such letter report in Reports and Registration Statement filed during 1996, of Ryder Scott Company Petroleum Engineers, independent petroleum and natural gas consultants. 23-C -The consent of Mark A. Cleaves, counsel to the Company, appears in their opinion which is filed as Exhibit 5 to this Registration Statement. 24 -Powers of attorney. 99 -The Columbia Gas System, Inc. Long-Term Incentive Plan. ITEM 9 UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. 6 7 (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 6 above, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted against the Company by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 7 8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of New Castle and State of Delaware on May 16, 1996. THE COLUMBIA GAS SYSTEM, INC. By //s// M. W. O'Donnell ------------------------------------- M. W. O'Donnell, Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.
- ---------------------------------------------------------------------------------------- Signature Title Date - ---------------------------------------------------------------------------------------- Oliver G. Richard III Director (Principal May 16, 1996 Executive Officer) Michael W. O'Donnell Senior Vice President (Principal Financial Officer) Jeffrey W. Grossman Vice President by: //s// M. W. O'Donnell (Principal Accounting Officer) ---------------------- (M. W. O'Donnell, Attorney- in Fact) Richard F. Albosta Director Robert H. Beeby Director Wilson K. Cadman Director James P. Heffernan Director Donald P. Hodel Director Malcolm T. Hopkins Director Malcolm Jozoff Director William E. Lavery Director Gerald E. Mayo Director Dr. Douglas E. Olesen Director Ernesta G. Procope Director James R. Thomas, II Director William R. Wilson Director
8 9 EXHIBIT INDEX Reference is made in the two right hand columns below to those exhibits which have heretofore been filed with the Commission. Exhibits so referred to are incorporated herein by reference.
Reference No. File No. Exhibit - --- -------- ------- 4-A -The Columbia Gas System, Inc. Restated Certificate of Incorporation dated as of 1-1098 3-A November 28, 1995. 4-B -Indenture dated as of November 28, 1995 between the Company and Marine Midland 33-64555 4-S Bank, Trustee 4-C -First Supplemental Indenture dated as of November 28, 1995 between the Company 33-64555 4-T and Marine Midland Bank, Trustee. 4-D -Second Supplemental Indenture dated as of November 28, 1995 between the Company 33-64555 4-U and Marine Midland Bank, Trustee. 4-E -Third Supplemental Indenture dated as of November 28, 1995 between the Company 33-64555 4-V and Marine Midland Bank, Trustee. 4-F -Fourth Supplemental Indenture dated as of November 28, 1995 between the Company 33-64555 4-W and Marine Midland Bank, Trustee. 4-G -Fifth Supplemental Indenture dated as of November 28, 1995 between the Company 33-64555 4-X and Marine Midland Bank, Trustee. 4-H -Sixth Supplemental Indenture dated as of November 28, 1995 between the Company 33-64555 4-Y and Marine Midland Bank, Trustee. 4-I -Seventh Supplemental Indenture dated as of November 28, 1995 between the Company 33-64555 4-Z and Marine Midland Bank, Trustee. 5* -Opinion of Mark A. Cleaves with respect to the legality of the Common Stock to be issued pursuant to the Plan. 23-A* -Written consent of Arthur Andersen LLP, independent public accountants dated May 16, to the incorporation by reference of their report which is included, or incorporated by reference, in the Company's Annual Report on Form 10-K. 23-B -Letter report, dated January 29, 1996 and the written consent to the filing and use of 1-1098 23-A information contained in such letter report in Reports and Registration Statement filed during 1996, of Ryder Scott Company Petroleum Engineers, independent petroleum and natural gas consultants 23-C* -The consent of Mark A. Cleaves, counsel to the Company, appears in his opinion which is filed as Exhibit 5 to this Registration Statement. 24* -Powers of attorney. 99* -The Columbia Gas System, Inc. Long-Term Incentive Plan
- ------------- *Filed herewith 9 EX-5 2 OPINION OF MARK A CLEAVES 1 EXHIBIT 5 May 16, 1996 U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 The Columbia Gas System, Inc. 3,000,000 Shares of Common Stock ($10 Par Value Per Share) Dear Sirs: I am counsel for The Columbia Gas System, Inc., a Delaware corporation (the "Corporation"), and a registered holding company under the Public Utility Holding Company Act of 1935 (the "Holding Company Act"), in connection with the registration of 3,000,000 shares of its authorized common stock, $10 par value per share (the "New Common Stock") proposed to be issued and offered for sale from time to time pursuant to Rules 415 and 428 promulgated under the Securities Act of 1933, as amended (the "Securities Act") on Form S-8 (the "Registration Statement"), on the terms more fully set forth in said Registration Statement. In connection with the foregoing, I have examined among other things, a copy, furnished to me by the Corporation, of each of the documents listed in subparagraphs (a) through (e) below: (a) the Registration Statement on Form S-8 filed on May 16, 1996, by the Corporation with the U.S. Securities and Exchange Commission (the "Commission") for the registration of the New Common Stock under the Securities Act; (b) the Declaration on Form U-1 (File No. 70-8791) filed on February 7, 1996, by the Corporation with the Commission under the Holding Company Act; Amendment No. 1 to said Declaration, filed on February 16, 1996; Amendment No. 2 to said Declaration, filed on April 29, 1996; (said Declaration, as amended by said Amendments, is hereinafter called the "Declaration") and the Order of the Commission with respect to said Declaration dated May 8, 1996; (c) a copy of the Restated Certificate of Incorporation of the Corporation; (d) the resolutions of the Board of Directors of the Corporation adopted at a meeting held on February 21, 1996; and (e) the Report of Inspectors of Election for the Company's Annual Meeting of Stockholders held on April 26, 1996. 2 U.S. Securities and Exchange Commission May 16, 1996 Page 2 Based on the foregoing, and upon my examination of such other documents, corporate records and instruments as I have considered necessary or appropriate for the purposes of this opinion, I am of the opinion that: (i) the Corporation has been duly incorporated and is validly existing under the laws of the State of Delaware; and (ii) the certificates representing the shares of New Common Stock when issued under the Plan, will be duly authorized, validly issued, fully paid and nonassessable. I hereby consent to the reference to myself in the Registration Statement and to the filing of this opinion as an exhibit hereto. Sincerely, /s/ Mark A. Cleaves Mark A. Cleaves MAC/ph EX-23.A 3 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23-A CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 5, 1996 included in The Columbia Gas System, Inc.'s Form 10-K for the year ended December 31, 1995 and to all references to our Firm included in this registration statement. Arthur Andersen LLP New York, New York May 16, 1996 EX-24 4 POWERS OF ATTORNEY 1 EXHIBIT 24 O. G. RICHARD III THE COLUMBIA GAS SYSTEM, INC. POWER OF ATTORNEY KNOW ALL YEA BY THESE PRESENTS: WHEREAS, THE COLUMBIA GAS SYSTEM, INC., a Delaware corporation (the "Corporation"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1933, as amended, a registration statement (the "Registration Statement") to register the issuance of up to 3,000,000 shares of the Corporation's common stock, $10 par value (the "Securities"), to make awards pursuant to the Corporation's Long-Term Incentive Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints P. M. Schwolsky, M. W. O'Donnell, and C. M. Afshar, and each of them, as attorneys for him or her in his or her name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the Securities and thereafter to execute and file an amended registration statement or statements, prospectus or prospectuses or amendments or supplements thereto, to deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date indicated. //S// O. G. Richard III ----------------------- Dated: March 1, 1996 1 2 M. W. O'DONNELL THE COLUMBIA GAS SYSTEM, INC. POWER OF ATTORNEY KNOW ALL YEA BY THESE PRESENTS: WHEREAS, THE COLUMBIA GAS SYSTEM, INC., a Delaware corporation (the "Corporation"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1933, as amended, a registration statement (the "Registration Statement") to register the issuance of up to 3,000,000 shares of the Corporation's common stock, $10 par value (the "Securities"), to make awards pursuant to the Corporation's Long-Term Incentive Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints O. G. Richard III, P. M. Schwolsky, R. E. Lowe and C. M. Afshar, and L. J. Bainter, and each of them, as attorneys for him or her in his or her name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the Securities and thereafter to execute and file an amended registration statement or statements, prospectus or prospectuses or amendments or supplements thereto, to deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date indicated. //S// M. W. O'Donnell --------------------- Dated: March 1, 1996 2 3 J. W. GROSSMAN THE COLUMBIA GAS SYSTEM, INC. POWER OF ATTORNEY KNOW ALL YEA BY THESE PRESENTS: WHEREAS, THE COLUMBIA GAS SYSTEM, INC., a Delaware corporation (the "Corporation"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1933, as amended, a registration statement (the "Registration Statement") to register the issuance of up to 3,000,000 shares of the Corporation's common stock, $10 par value (the "Securities"), to make awards pursuant to the Corporation's Long-Term Incentive Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints O. G. Richard III, P. M. Schwolsky, M. W. O'Donnell, and C. M. Afshar, and each of them, as attorneys for him or her in his or her name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the Securities and thereafter to execute and file an amended registration statement or statements, prospectus or prospectuses or amendments or supplements thereto, to deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date indicated. //S// J. W. GROSSMAN -------------------- Dated: May 14, 1996 3 4 R. F. ALBOSTA THE COLUMBIA GAS SYSTEM, INC. POWER OF ATTORNEY KNOW ALL YEA BY THESE PRESENTS: WHEREAS, THE COLUMBIA GAS SYSTEM, INC., a Delaware corporation (the "Corporation"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1933, as amended, a registration statement (the "Registration Statement") to register the issuance of up to 3,000,000 shares of the Corporation's common stock, $10 par value (the "Securities"), to make awards pursuant to the Corporation's Long-Term Incentive Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints O. G. Richard III, P. M. Schwolsky, M. W. O'Donnell, R. E. Lowe and C. M. Afshar, and each of them, as attorneys for him or her in his or her name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the Securities and thereafter to execute and file an amended registration statement or statements, prospectus or prospectuses or amendments or supplements thereto, to deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date indicated. //S// R. F. Albosta ------------------- Dated: February 21, 1996 4 5 R. H. BEEBY THE COLUMBIA GAS SYSTEM, INC. POWER OF ATTORNEY KNOW ALL YEA BY THESE PRESENTS: WHEREAS, THE COLUMBIA GAS SYSTEM, INC., a Delaware corporation (the "Corporation"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1933, as amended, a registration statement (the "Registration Statement") to register the issuance of up to 3,000,000 shares of the Corporation's common stock, $10 par value (the "Securities"), to make awards pursuant to the Corporation's Long-Term Incentive Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints O. G. Richard III, P. M. Schwolsky, M. W. O'Donnell, R. E. Lowe and C. M. Afshar, and each of them, as attorneys for him or her in his or her name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the Securities and thereafter to execute and file an amended registration statement or statements, prospectus or prospectuses or amendments or supplements thereto, to deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date indicated. //S// Robert H. Beeby --------------------- Dated: February 21, 1996 5 6 W. K. CADMAN THE COLUMBIA GAS SYSTEM, INC. POWER OF ATTORNEY KNOW ALL YEA BY THESE PRESENTS: WHEREAS, THE COLUMBIA GAS SYSTEM, INC., a Delaware corporation (the "Corporation"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1933, as amended, a registration statement (the "Registration Statement") to register the issuance of up to 3,000,000 shares of the Corporation's common stock, $10 par value (the "Securities"), to make awards pursuant to the Corporation's Long-Term Incentive Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints O. G. Richard III, P. M. Schwolsky, M. W. O'Donnell, R. E. Lowe and C. M. Afshar, and L. J. Bainter, and each of them, as attorneys for him or her in his or her name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the Securities and thereafter to execute and file an amended registration statement or statements, prospectus or prospectuses or amendments or supplements thereto, to deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date indicated. //S// Wilson K. Cadman ---------------------- Dated: February 21, 1996 6 7 J. P. HEFFERNAN THE COLUMBIA GAS SYSTEM, INC. POWER OF ATTORNEY KNOW ALL YEA BY THESE PRESENTS: WHEREAS, THE COLUMBIA GAS SYSTEM, INC., a Delaware corporation (the "Corporation"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1933, as amended, a registration statement (the "Registration Statement") to register the issuance of up to 3,000,000 shares of the Corporation's common stock, $10 par value (the "Securities"), to make awards pursuant to the Corporation's Long-Term Incentive Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints O. G. Richard III, P. M. Schwolsky, M. W. O'Donnell, R. E. Lowe and C. M. Afshar, and L. J. Bainter, and each of them, as attorneys for him or her in his or her name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the Securities and thereafter to execute and file an amended registration statement or statements, prospectus or prospectuses or amendments or supplements thereto, to deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date indicated. //S// JAMES P. HEFFERNAN ------------------------ Dated: April 26, 1996 7 8 D. P. HODEL THE COLUMBIA GAS SYSTEM, INC. POWER OF ATTORNEY KNOW ALL YEA BY THESE PRESENTS: WHEREAS, THE COLUMBIA GAS SYSTEM, INC., a Delaware corporation (the "Corporation"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1933, as amended, a registration statement (the "Registration Statement") to register the issuance of up to 3,000,000 shares of the Corporation's common stock, $10 par value (the "Securities"), to make awards pursuant to the Corporation's Long-Term Incentive Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints O. G. Richard III, P. M. Schwolsky, M. W. O'Donnell, R. E. Lowe and C. M. Afshar, and L. J. Bainter, and each of them, as attorneys for him or her in his or her name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the Securities and thereafter to execute and file an amended registration statement or statements, prospectus or prospectuses or amendments or supplements thereto, to deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date indicated. //S// Donald Paul Hodel ----------------------- Dated: February 21, 1996 8 9 M. T. HOPKINS THE COLUMBIA GAS SYSTEM, INC. POWER OF ATTORNEY KNOW ALL YEA BY THESE PRESENTS: WHEREAS, THE COLUMBIA GAS SYSTEM, INC., a Delaware corporation (the "Corporation"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1933, as amended, a registration statement (the "Registration Statement") to register the issuance of up to 3,000,000 shares of the Corporation's common stock, $10 par value (the "Securities"), to make awards pursuant to the Corporation's Long-Term Incentive Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints O. G. Richard III, P. M. Schwolsky, M. W. O'Donnell, R. E. Lowe and C. M. Afshar, and L. J. Bainter, and each of them, as attorneys for him or her in his or her name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the Securities and thereafter to execute and file an amended registration statement or statements, prospectus or prospectuses or amendments or supplements thereto, to deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date indicated. //S// Malcolm T. Hopkins ------------------------ Dated: February 21, 1996 9 10 M. JOZOFF THE COLUMBIA GAS SYSTEM, INC. POWER OF ATTORNEY KNOW ALL YEA BY THESE PRESENTS: WHEREAS, THE COLUMBIA GAS SYSTEM, INC., a Delaware corporation (the "Corporation"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1933, as amended, a registration statement (the "Registration Statement") to register the issuance of up to 3,000,000 shares of the Corporation's common stock, $10 par value (the "Securities"), to make awards pursuant to the Corporation's Long-Term Incentive Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints O. G. Richard III, P. M. Schwolsky, M. W. O'Donnell, R. E. Lowe and C. M. Afshar, and L. J. Bainter, and each of them, as attorneys for him or her in his or her name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the Securities and thereafter to execute and file an amended registration statement or statements, prospectus or prospectuses or amendments or supplements thereto, to deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date indicated. //S// Malcolm Jozoff -------------------- Dated: February 21, 1996 10 11 W. E. LAVERY THE COLUMBIA GAS SYSTEM, INC. POWER OF ATTORNEY KNOW ALL YEA BY THESE PRESENTS: WHEREAS, THE COLUMBIA GAS SYSTEM, INC., a Delaware corporation (the "Corporation"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1933, as amended, a registration statement (the "Registration Statement") to register the issuance of up to 3,000,000 shares of the Corporation's common stock, $10 par value (the "Securities"), to make awards pursuant to the Corporation's Long-Term Incentive Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints O. G. Richard III, P. M. Schwolsky, M. W. O'Donnell, R. E. Lowe and C. M. Afshar, and L. J. Bainter, and each of them, as attorneys for him or her in his or her name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the Securities and thereafter to execute and file an amended registration statement or statements, prospectus or prospectuses or amendments or supplements thereto, to deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date indicated. //S// William E. Lavery ----------------------- Dated: February 21, 1996 11 12 G. E. MAYO THE COLUMBIA GAS SYSTEM, INC. POWER OF ATTORNEY KNOW ALL YEA BY THESE PRESENTS: WHEREAS, THE COLUMBIA GAS SYSTEM, INC., a Delaware corporation (the "Corporation"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1933, as amended, a registration statement (the "Registration Statement") to register the issuance of up to 3,000,000 shares of the Corporation's common stock, $10 par value (the "Securities"), to make awards pursuant to the Corporation's Long-Term Incentive Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints O. G. Richard III, P. M. Schwolsky, M. W. O'Donnell, R. E. Lowe and C. M. Afshar, and L. J. Bainter, and each of them, as attorneys for him or her in his or her name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the Securities and thereafter to execute and file an amended registration statement or statements, prospectus or prospectuses or amendments or supplements thereto, to deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date indicated. //S// Gerald E. Mayo -------------------- Dated: February 21, 1996 12 13 D. E. OLESEN THE COLUMBIA GAS SYSTEM, INC. POWER OF ATTORNEY KNOW ALL YEA BY THESE PRESENTS: WHEREAS, THE COLUMBIA GAS SYSTEM, INC., a Delaware corporation (the "Corporation"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1933, as amended, a registration statement (the "Registration Statement") to register the issuance of up to 3,000,000 shares of the Corporation's common stock, $10 par value (the "Securities"), to make awards pursuant to the Corporation's Long-Term Incentive Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints O. G. Richard III, P. M. Schwolsky, M. W. O'Donnell, R. E. Lowe and C. M. Afshar, and L. J. Bainter, and each of them, as attorneys for him or her in his or her name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the Securities and thereafter to execute and file an amended registration statement or statements, prospectus or prospectuses or amendments or supplements thereto, to deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date indicated. //S// Douglas E. Olesen ----------------------- Dated: February 21, 1996 13 14 E. G. PROCOPE THE COLUMBIA GAS SYSTEM, INC. POWER OF ATTORNEY KNOW ALL YEA BY THESE PRESENTS: WHEREAS, THE COLUMBIA GAS SYSTEM, INC., a Delaware corporation (the "Corporation"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1933, as amended, a registration statement (the "Registration Statement") to register the issuance of up to 3,000,000 shares of the Corporation's common stock, $10 par value (the "Securities"), to make awards pursuant to the Corporation's Long-Term Incentive Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints O. G. Richard III, P. M. Schwolsky, M. W. O'Donnell, R. E. Lowe and C. M. Afshar, and L. J. Bainter, and each of them, as attorneys for him or her in his or her name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the Securities and thereafter to execute and file an amended registration statement or statements, prospectus or prospectuses or amendments or supplements thereto, to deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date indicated. //S// Ernesta G. Procope ------------------------ Dated: February 21, 1996 14 15 J. R. THOMAS, II THE COLUMBIA GAS SYSTEM, INC. POWER OF ATTORNEY KNOW ALL YEA BY THESE PRESENTS: WHEREAS, THE COLUMBIA GAS SYSTEM, INC., a Delaware corporation (the "Corporation"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1933, as amended, a registration statement (the "Registration Statement") to register the issuance of up to 3,000,000 shares of the Corporation's common stock, $10 par value (the "Securities"), to make awards pursuant to the Corporation's Long-Term Incentive Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints O. G. Richard III, P. M. Schwolsky, M. W. O'Donnell, R. E. Lowe and C. M. Afshar, and L. J. Bainter, and each of them, as attorneys for him or her in his or her name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the Securities and thereafter to execute and file an amended registration statement or statements, prospectus or prospectuses or amendments or supplements thereto, to deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date indicated. //S// James R. Thomas --------------------- Dated: February 21, 1996 15 16 W. R. WILSON THE COLUMBIA GAS SYSTEM, INC. POWER OF ATTORNEY KNOW ALL YEA BY THESE PRESENTS: WHEREAS, THE COLUMBIA GAS SYSTEM, INC., a Delaware corporation (the "Corporation"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1933, as amended, a registration statement (the "Registration Statement") to register the issuance of up to 3,000,000 shares of the Corporation's common stock, $10 par value (the "Securities"), to make awards pursuant to the Corporation's Long-Term Incentive Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints O. G. Richard III, P. M. Schwolsky, M. W. O'Donnell, R. E. Lowe and C. M. Afshar, and L. J. Bainter, and each of them, as attorneys for him or her in his or her name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the Securities and thereafter to execute and file an amended registration statement or statements, prospectus or prospectuses or amendments or supplements thereto, to deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the date indicated. //S// William R. Wilson ----------------------- Dated: February 21, 1996 16 EX-99 5 COLUMBIA GAS SYSTEM,INC. LONG-TERM INCENTIVE PLAN 1 EXHIBIT 99 THE COLUMBIA GAS SYSTEM, INC. LONG-TERM INCENTIVE PLAN 1. Purpose. The purpose of The Columbia Gas System, Inc. Long-Term Incentive Plan ("Plan") is to provide incentives to specified individuals to continuously add value to The Columbia Gas System, Inc. (the "Corporation"). Plan participants consist of: (i) those officers and key employees of the Corporation and its subsidiary companies (the "Employees") who, in the opinion of the Compensation Committee of the Board of Directors of the Corporation (the "Committee"), are making or are in a position to make substantial contributions to the Corporation by their ability and efforts; and (ii) members of the Board of Directors of the Corporation who are not employees ("Outside Directors"). The Corporation also believes that the Plan will facilitate attracting, retaining and motivating Employees and directors of high caliber and potential. 2. Effective Date. This Plan is to be effective February 21, 1996, subject to shareholder and regulatory approvals. 3. Administration. The Plan shall be administered by the Committee. As applied to Employees, the Committee shall have full and final authority in its discretion to conclusively interpret the provisions of the Plan and to decide all questions of fact arising in its application; to determine the individuals to whom awards shall be made under the Plan; to determine the type of award to be made to such Employees and the amount, size and terms of each such award; to determine the time when awards will be granted to Employees; and to make all other determinations necessary or advisable for the administration of this Plan. The Committee shall have no discretion with respect to the amount, price and timing of awards to Outside Directors. In this regard, the portions of the Plan applicable to Outside Directors are designed to meet the requirements of Rule 16b-3(c)(2)(ii) promulgated by the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and accordingly are intended to be self-governing and to operate automatically. With respect to ministerial matters regarding the portions of the Plan applicable to Outside Directors, the Plan will be administered by the Committee. 4. Shares Subject to Plan. The shares that may be issued under the Plan pursuant to Paragraph 7 shall not exceed in the aggregate 3,000,000 shares of the Corporation's common stock. Such shares may be authorized and unissued shares or treasury shares. The maximum number of shares that may be awarded pursuant to the contingent or restricted stock award provisions of Paragraphs 10 and 11 shall be 20 percent of the total shares authorized for issuance under the Plan. Except as otherwise provided herein, any shares subject to an option or right which for any reason expires or is terminated unexercised as to such shares shall again be available under the Plan. 5. Participants. Persons eligible to participate shall be limited to (1) with regard to any awards permitted pursuant to Paragraph 7, the Employees; and (2) with regard to stock options permitted pursuant to Paragraph 8, the Outside Directors. 6. Outside Directors. Outside Directors shall be eligible under this Plan only for nonqualified stock option awards. Consistent with Exchange Act Rule 16b-3(c)(2)(ii)'s criteria, such stock option awards shall be made if the Corporation's Total Shareholder Return (defined as market 1 2 appreciation and dividends declared in a year) for a fiscal year exceeds the median of the Total Shareholder Return for the group of peer companies utilized for comparison purposes in the Corporation's Annual Proxy Statement. If the Corporation's Total Shareholder Return falls in the third quartile of the peer group, then options shall be granted to each Outside Director to purchase 3,000 shares of common stock. If the Corporation's Total Shareholder Return falls in the fourth quartile of the peer group, then options shall be granted to each Outside Director to purchase 6,000 shares of common stock. No stock option awards shall be made to Outside Directors if Total Shareholder Return is at or below the median of the group for a fiscal year. Stock option awards for Outside Directors, if any, shall be granted effective as of 90 days after the close of the Corporation's fiscal year for Total Shareholder Return performance for the preceding fiscal year. Grants to Outside Directors shall vest one-third upon the date of the grant, two-thirds upon the first anniversary of the grant, and 100 percent upon the second anniversary of the grant. Additional terms of stock option awards to Outside Director shall be governed by Paragraph 8, as may be supplemented by Paragraphs 12(b) and 13-24. 7. Awards under the Plan. Subject to the limitations provided under Paragraph 6 for awards to Outside Directors, awards under the Plan may be in the form of stock options (both nonqualified stock options and incentive stock options under Section 422 of the Internal Revenue Code or any amendment thereof or substitute therefor), contingent stock, restricted stock and stock appreciation rights, or such other forms as the Committee may in its discretion deem appropriate but in any event which are consistent with the Plan's purpose, including any combination of the above. The maximum number of shares that may be awarded to any one person during the life of the Plan shall be 20 percent of the total shares authorized for issuance under the Plan. 8. Stock Options. Options shall be evidenced by stock option agreements in such form, not inconsistent with this Plan or Exchange Act Rule 16b-3(c), as the Committee shall approve from time to time, which agreements shall contain in substance the following terms and conditions. (a) Option Price. The purchase price per share of stock deliverable upon the exercise of an incentive stock option shall be 100 percent of the fair market value of the stock on the day the option is granted, as determined by the Committee. The purchase price per share of stock deliverable upon the exercise of a nonqualified stock option shall be 100 percent of the fair market value of the stock on the day the option is granted, as determined by the Committee. "Fair market value" for awards to Outside Directors shall be the average of the high and low sales prices per share of the Corporation's common stock on The New York Stock Exchange as reported in The Wall Street Journal for such date. The option agreement for nonqualified options shall provide for a reduction of the purchase price by dividends paid on a share of common stock of the Corporation as long as the option is outstanding and not exercised, but in no event shall this price be less than the par value of such stock. (b) Exercise of Option. Each stock option agreement shall state the period or periods of time, as may be determined by the Committee, within which the option may be exercised by the participant, in whole or in part, provided that the option period shall not commence earlier than six months after the date of the grant of the option or end later than ten years after the date of the grant of the option. The Committee shall have 2 3 the power to permit in its discretion an acceleration of the previously determined exercise terms, subject to the terms of this Plan, to the extent permitted by Exchange Act Rule 16b-3(c), and under such circumstances and upon such terms and conditions as deemed appropriate and which are not inconsistent with Exchange Act Rule 16b- 3(c)(1). (c) Payment for Shares. Stock purchased pursuant to an option agreement shall be paid for in full at the time of purchase, either in the form of cash, common stock of the Corporation at fair market value, or in a combination thereof, as the Committee may determine. (d) Rights upon Termination of Employment or Board Service. In the event that an optionee ceases to be employed by the Corporation or its subsidiaries or ceases to serve as an Outside Director of the Corporation for any cause other than death, disability, retirement, or a Change in Control as defined in Paragraph 12(b), the optionee shall have the right, subject to the requirements of Exchange Act Rule 16b- 3(c)(1), to exercise the option during its term within a period of three months after such termination to the extent that the option was exercisable at the date of such termination, or during such other period and subject to such terms as may be determined by the Committee. In the event that an optionee is terminated due to death, retirement, disability or a Change in Control, prior to termination of his option without having fully exercised his option, the optionee or his successor may have the right, subject to the requirements of Exchange Act Rule 16b-3(c)(1), to exercise the option during its term within a period of 24 months after the date of such termination due to death, disability, retirement, or a Change in Control to the extent that the option was exercisable at the date of such termination, or during such other period and subject to such terms as may be determined by the Committee. (e) Individual Limitations. (i) Notwithstanding anything herein to the contrary, the aggregate fair market value (determined as of the time the option is granted) of incentive stock options for any Employee which may become first exercisable in any calendar year shall not exceed $100,000. (ii) Notwithstanding anything herein to the contrary, no incentive stock option shall be granted to any individual if, at the time the option is to be granted, the individual owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Corporation unless at the time such option is granted the option price is at least 110 percent of the fair market value of the stock subject to option and such option by its terms is not exercisable after the expiration of five years from the date such option is granted. (f) Other Terms. Each incentive stock option agreement shall contain such other terms, conditions and provisions as the Committee may determine to be necessary or desirable in order to qualify such option as a tax-favored option within the meaning of Section 422 of the Internal Revenue Code, or any amendment thereof, substitute therefor, or regulation thereunder. Subject to the limitations of Paragraph 20, and without limiting any other provisions hereof, the Committee shall have the power without further approval to amend the terms of any option for Employees. 3 4 9. Stock Appreciation Rights. Stock appreciation rights ("SARs") shall be evidenced by SAR agreements in such form, and not inconsistent with this Plan or Exchange Act Rule 16b- 3(c)(1), as the Committee shall approve from time to time, which agreements shall contain in substance the following terms and conditions: (a) Award. A SAR may be granted in connection with an option and shall entitle the grantee, subject to such terms and conditions determined by the Committee, to receive, upon surrender of the option, all or a portion of the excess of (i) the fair market value of a specified number of shares of common stock of the Corporation at the time of the surrender, as determined by the Committee, over (ii) 100 percent of the fair market value of the stock at the time the option was granted less any dividends paid while the option was outstanding but unexercised. (b) Term. SARs shall be granted for a period of not less than six months nor more than ten years, and shall be exercisable in whole or in part, at such time or times and subject to such other terms and conditions as shall be prescribed by the Committee at the time of grant, subject to the following: (i) No SAR shall be exercisable, in whole or in part, during the six- month period starting with the date of grant; and (ii) SARs will be exercisable only during a grantee's employment by the Corporation or its subsidiaries, except that in the discretion of the Committee a SAR may be made exercisable for up to three months after the grantee's employment is terminated for any reason other than death, retirement or disability. In the event that a grantee's employment is terminated as a result of death, retirement or disability without having fully exercised his SARs, the grantee or his successor may have the right to exercise the SARs during their term within a period of 24 months after the date of such termination to the extent that the right was exercisable at the date of such termination, or during such other period and subject to such terms as may be determined by the Committee. The Committee in its sole discretion may reserve the right to accelerate previously determined exercise terms, within the terms of the Plan, under such circumstances and upon such terms and conditions as it deems appropriate. (iii) The Committee shall establish such additional terms and conditions, without limiting the foregoing, as it determines to be necessary or desirable to avoid "short-swing" trading liability in connection with a SAR under Section 16(b) of the Exchange Act. (c) Payment. Upon exercise of a SAR, payment shall be made in the form of common stock of the Corporation (at fair market value on the date of exercise), cash, or a combination thereof, as the Committee may determine. 10. Contingent Stock Awards. Contingent stock awards under the Plan shall be evidenced by contingent stock agreements in such form and not inconsistent with this Plan as the Committee shall approve from time to time, which agreements shall contain in substance the following terms and conditions: (a) Award. The Committee shall determine the amount of a contingent stock award to be granted to an Employee based on the expected impact the Employee can have on the 4 5 financial well-being of the Corporation and other factors deemed by the Committee to be appropriate. (b) Restriction Period. Contingent stock awards made pursuant to this Plan shall be subject to such terms, conditions, and restrictions, including without limitation, substantial risks of forfeiture and/or attainment of performance objectives, and for such period or periods (in excess of six months) as shall be determined by the Committee at the time of grant. The Committee shall have the power to permit, in its discretion, an acceleration of the expiration of the applicable restriction period (so long as the minimum six-month period is retained) with respect to any part or all of the award to any participant. (c) Lapse of Restrictions. The agreement shall specify the terms and conditions upon which any restrictions on the right to receive shares representing contingent stock awarded under the Plan shall lapse, as determined by the Committee. Upon the lapse of such restrictions, shares of common stock shall be issued to the participant or his legal representative. (d) Termination Prior to Lapse of Restrictions. In the event of a participant's termination of employment for any reason prior to the lapse of restrictions applicable to a contingent stock award made to such participant and unless otherwise provided for herein by this Plan or as provided for in the contingent stock agreement, all rights to shares as to which there still remain unlapsed restrictions shall be forfeited by such participant to the Corporation without payment or any consideration by the Corporation, and neither the participant nor any successors, heirs, assigns or personal representatives of such participant shall thereafter have any further rights or interest in such shares. 11. Restricted Stock Award. Restricted stock awards under the Plan shall be evidenced by restricted stock agreements in such form, and not inconsistent with this Plan, as the Committee shall approve from time to time, which agreements shall contain in substance the following terms and conditions: (a) Award. The Committee shall determine the amount of a restricted stock award to be granted to an Employee based on the past or expected impact the Employee has had or can have on the financial well-being of the Corporation and other factors deemed by the Committee to be appropriate. (b) Restriction Period. Restricted stock awards made pursuant to this Plan shall be subject to such terms, conditions, and restrictions, including without limitation, substantial risks of forfeiture and/or attainment of performance objectives, and for such period or periods (in excess of six months) as shall be determined by the Committee at the time of grant. The Committee shall have the power to permit, in its discretion, an acceleration of the expiration of the applicable restriction period (so long as the minimum six-month period is retained) with respect to any part or all of the award to any participant. Upon issuance of a restricted stock award, shares will be issued in the name of the recipient. During the restriction period, recipients shall have the rights of a shareholder for all such shares of restricted stock, including the right to vote and the right to receive dividends thereon as paid. 5 6 (c) Restrictive Legend and Stock Power. Each certificate evidencing stock subject to restricted stock awards shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such award. Any attempt to dispose of stock in contravention of such terms, conditions and restrictions shall be ineffective. The Committee may adopt rules which provide that the certificates evidencing such shares may be held in custody by a bank or other institution, or that the Corporation may itself hold such shares in custody, until the restrictions thereon shall have lapsed and may require as a condition of any award that the recipient shall have delivered a stock power endorsed in blank relating to the stock covered by such award. (d) Lapse of Restrictions. The restricted stock agreement shall specify the terms and conditions upon which any restrictions on the right to receive shares representing restricted stock awarded under the Plan shall lapse, as determined by the Committee. Upon the lapse of such restrictions, shares of common stock which have not been delivered to the participant or his legal representative shall be delivered to such participant or his legal representative. (e) Termination Prior to Lapse of Restrictions. In the event of a participant's termination of employment for any reason prior to the lapse of restrictions applicable to a restricted stock award made to such participant and unless otherwise provided for herein by this Plan or as provided for in the restricted stock agreement, all rights to shares as to which there still remain unlapsed restrictions shall be forfeited by such participant to the Corporation without payment or any consideration by the Corporation, and neither the participant nor any successors, heirs, assigns or personal representatives of such participant shall thereafter have any further rights or interest in such shares. 12. Other Provisions Relating to Contingent and Restricted Stock Awards and Stock Options. Notwithstanding any other provision to the contrary in Paragraphs 6, 8, 10 or 11 or elsewhere in this Plan, the following additional provisions shall apply to contingent and restricted stock awards and stock option awards (except that Paragraph 12(a) shall only apply to contingent and restricted stock awards): (a) Effect of Salary Continuation on Termination Prior to Lapse of Restrictions. If a recipient of a contingent or restricted stock award has his employment terminated and his salary continued through an employment agreement, severance program or any other comparable arrangement, then any contingencies and restrictions which are satisfied or which could have been satisfied during the period for which the recipient's salary is to be continued, irrespective of form, will be deemed to have been satisfied, and such shares of contingent and/or restricted stock will be issued and delivered to the recipient or his legal representative no later than the expiration of the salary continuation program. (b) Change in Control. Upon a "Change in Control" as defined below, all options (including any accompanying SARs), contingent stock awards and restricted stock awards will automatically vest as of that date, and all restrictions or contingencies will be deemed to have been satisfied. The term "Change in Control" means the occurrence of any of the following events: (i) the acquisition by any party or parties of the beneficial ownership of 25 percent or more of the voting shares of the Corporation; 6 7 (ii) the occurrence of a transaction requiring shareholders' approval for the acquisition of the Corporation through purchase or exchange of stock or assets, or by merger, or otherwise; or (iii) the election during a period of 24 months, or less, of 30 percent or more of the members of the Board, without the approval of a majority of the Board as constituted at the beginning of the period. 13. General Restrictions. The Plan and each award under the Plan shall be subject to the requirement that, if at any time the Committee shall determine that (i) the listing, registration or qualification of the shares of common stock subject or related thereto upon any securities exchange or under any state or federal law, (ii) the consent or approval of any government regulatory body, or (iii) an agreement by the recipient of an award with respect to the disposition of shares of common stock, is necessary or desirable as a condition of, or in connection with the Plan or the granting of such award or the issue or purchase of shares of common stock thereunder, the Plan will not be effective and/or the award may not be consummated in whole or in part unless such listing, registration, qualification, consent, approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Committee. 14. Rights of a Shareholder. The recipient of any award under the Plan shall have no rights as a shareholder with respect thereto unless and until certificates for shares of common stock are issued to him, except for the rights provided for in Paragraph 11 of this Plan as it pertains to restricted stock awards. 15. Rights to Terminate Employment. Nothing in the Plan or in any agreement entered into pursuant to the Plan shall confer upon any participant the right to continue in the employment or Board service of the Corporation or its subsidiary companies or affect any right which the Corporation or its subsidiary companies may have to terminate the employment or Board service of such participant. 16. Withholding of Taxes. Whenever the Corporation proposes or is required to issue or transfer shares of common stock under the Plan, the Corporation shall have the right to require the recipient to remit to the Corporation an amount sufficient to satisfy any federal, state and/or local withholding tax requirements prior to the delivery of any certificate or certificates for such shares. Whenever under the Plan payments are to be made in cash, such payments shall be net of an amount sufficient to satisfy any federal, state and/or local withholding tax requirements. 17. Nonassignability. No award or benefit under the Plan shall be assignable or transferable by the recipient thereof except by will or by the laws of descent and distribution. During the life of the recipient, such award shall be exercisable only by such person or by such person's guardian or legal representative. 18. Non-Uniform Determinations. The Committee's determinations under the Plan (including, without limitation, determinations of the persons to receive awards, the form, amount and timing of such awards, the terms and provisions of such awards and the agreements evidencing same, and the establishment of values and performance targets) need not be uniform and may be made by the Committee selectively among persons who receive, or are eligible to receive, awards under the Plan, whether or not such persons are similarly situated. 7 8 19. Adjustments. In the event of any change in the outstanding common stock of the Corporation by reason of a stock dividend, recapitalization, merger, consolidation, split-up, combination, exchange of shares or the like, the Committee shall adjust the number of shares of common stock which may be issued under the Plan and shall provide for an equitable adjustment of any outstanding award or shares issuable pursuant to an outstanding award under this Plan. 20. Amendment. Subject to U.S. Securities and Exchange Commission approval, if required, the Board of Directors of the Corporation may amend the Plan at any time, except that without shareholder approval, the Board may not (i) materially increase the benefits accruing to participants, (ii) materially increase the maximum number of shares which may be issued under the Plan (other than equitable adjustment pursuant to Paragraph 19 hereof), (iii) materially modify the Plan's eligibility requirements, or (iv) change the basis on which awards are granted to Outside Directors. With respect to Outside Directors, this Plan may not be amended more than once every six months except as may be consistent with Exchange Act Rule 16b-3(c)(2)(ii)(B). The termination or any modification or amendment of the Plan shall not, without the consent of a participant, affect a participant's rights under an award previously granted. Notwithstanding the foregoing, however, the Corporation reserves the right to terminate the Plan in whole or in part, at any time and for any reason, provided that full and equitable compensation is made to participants with respect to awards previously granted. 21. Effect on Other Plan. Participation in this Plan shall not affect a participant's eligibility to participate in any other benefit or incentive plan of the Corporation, and any awards made pursuant to this Plan shall not be used in determining the benefits provided under any other plan of the Corporation unless specifically provided. 22. Duration of the Plan. The Plan shall remain in effect until all awards under the Plan have been satisfied by the issuance of shares or the payment of cash, but no award shall be granted more than ten years after the date the Plan is adopted by the Corporation. 23. Funding of the Plan. This Plan shall be unfunded. The Corporation shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any award under this Plan, and payment of awards shall be on the same basis as the claims of the Corporation's general creditors. In no event shall interest be paid or accrued on any award, including unpaid installments of awards. 24. Governing Law. The laws of the State of Delaware shall govern, control and determine all questions arising with respect to the Plan and the interpretation and validity of its respective provisions. Approved by the Board of Directors of The Columbia Gas System, Inc. at a meeting held on February 21, 1996 and approved by the shareholders of The Columbia Gas System, Inc. on April 26, 1996. (CORPORATE SEAL) //s// C. M. Afshar ----------------------------------- Secretary 8 -----END PRIVACY-ENHANCED MESSAGE-----