Common use of Defined Contribution Plans Clause in Contracts

Defined Contribution Plans. (a) Establishment of the Columbia Retirement Savings Plan. Effective on or before the Distribution Date, Columbia shall adopt, establish and maintain a 401(k) profit sharing plan and trust for the benefit of employees of the Columbia Parties that is substantially similar to the NiSource RSP and is intended to be qualified under Section 401(a) of the Code and exempt from federal income tax under Section 501(a) of the Code (the “Columbia RSP”). As soon as practicable after the adoption of the Columbia RSP, or as otherwise required under Revenue Procedure 2007-44, Columbia shall submit an application to the IRS for a determination that the Columbia RSP is qualified under Section 401(a) of the Code and that the related Columbia RSP Trust is exempt from federal income tax under Section 501(a) of the Code, and shall take any actions not inconsistent with Columbia’s other general commitments contained in this Agreement and make any amendments necessary to receive such determination. As of the Distribution Date, each Business Employee employed by the Columbia Parties (and any survivor or beneficiary of a Deceased Business Employee who is entitled to a benefit under the NiSource RSP immediately prior to the Distribution Date) shall be eligible to participate in the Columbia RSP, which shall recognize the service of such Business Employee with NiSource and its Subsidiaries in accordance with Section 7.04. (b) Transfer of Assets from NiSource, Inc. Retirement Savings Plan. On or as soon as administratively practicable after the Distribution Date, NiSource shall cause the NiSource RSP Trust to transfer to the Columbia RSP Trust assets having a value as of the applicable valuation date that is equal to the value of the account balances of, and accrued liabilities (including any outstanding loan balances) with respect to, all Business Employees and all survivors and beneficiaries of all Deceased Business Employees with an account balance under the NiSource RSP as of such valuation date. “Accrued liabilities” for these purposes shall include employer matching contributions and nondiscretionary employer profit sharing contributions deposited to the NiSource RSP Trust on a per payroll basis for any Business Employee that was accrued prior to the transfer of assets from the NiSource RSP Trust to the Columbia RSP Trust. Notwithstanding the foregoing, with respect to any discretionary profit sharing contributions payable to Business Employees for the 2015 calendar year and to be paid after the end of the 2015 calendar year, (i) NiSource and Columbia shall determine the amount of any employer profit sharing contribution, including the identification of Business Employees who satisfy the eligibility requirements for such profit sharing contribution under the Columbia RSP as of December 31, 2015 and who would have satisfied such requirements under the NiSource RSP but for the Distribution, (ii) NiSource shall make a cash payment to Columbia equal to the portion of such contribution that is associated with service for and compensation earned prior to the date of the Distribution, with such payment to be made on or before the due date for such contribution under the terms of the Code and the Columbia RSP and (iii) Columbia shall contribute to the Columbia RSP the full amount of such contribution. Columbia shall be solely responsible for and shall determine the amount of any discretionary profit sharing contribution payable to these Business Employees that is associated with service for and compensation earned from Columbia or an Affiliate for the period beginning on the Distribution Date and ending on December 31, 2015. In addition, on or as soon as administratively practicable after the Distribution Date, a pro rata share of all unallocated amounts (including but not limited to any forfeiture accounts, revenue sharing credit accounts or other unallocated accounts held under the NiSource RSP immediately prior to the Distribution Date) shall be transferred from the NiSource RSP Trust to the Columbia RSP Trust, determined based upon the ratio of the number of all Business Employees actively participating in the NiSource RSP immediately prior to the Distribution Date to the number of all employees actively participating in the NiSource RSP immediately prior to the Distribution Date. Assets transferred pursuant to this paragraph shall be in cash or in kind, including shares of securities, promissory notes evidencing outstanding plan loans, NiSource Shares or Columbia Shares, and such transfer shall be made in accordance with Section 414(l) of the Code. Liabilities under any qualified domestic relations orders (as defined in Section 414(p) of the Code) received with respect to any accounts transferred to the Columbia RSP shall be transferred to and assumed by the Columbia RSP at the time such assets attributable to such accounts are transferred. NiSource shall transfer to Columbia, and Columbia shall accept any promissory notes, including outstanding loan balances, of Business Employees in the NiSource RSP, and Columbia shall continue to process any plan loans transferred from the NiSource RSP to the Columbia RSP. All beneficiary designations made by Business Employees and by survivors and beneficiaries of Deceased Business Employees under the NiSource RSP shall, to the extent applicable, be transferred to, and be in full force and effect under, the Columbia RSP until such beneficiary designations are subsequently replaced or revoked by the Business Employee (or the survivor or beneficiary of the Deceased Business Employee) who made the beneficiary designation (or his legally recognized agent). Except as noted above with respect to profit sharing contribution liabilities relating to 2015, on and after the Distribution Date, Columbia shall assume and thereafter be solely responsible for all then existing and future employer liabilities related to such Business Employees and survivors and beneficiaries of Deceased Business Employees under the Columbia RSP and the administration thereof and the NiSource Parties shall have no liability whatsoever therefor.

Defined Contribution Plans. (a) Establishment Masco shall retain all Liabilities and obligations to the extent relating to, arising out of or resulting from benefits accrued by each Masco Employee under the Columbia Retirement Savings Plan. Masco Defined Contribution Plans. (b) Effective on or before as of not later than Immediately after the Distribution Date, Columbia TopBuild or a TopBuild ERISA Affiliate shall adopt, establish and maintain a 401(k) profit sharing plan and trust adopt one or more savings plans for the benefit of employees of the Columbia Parties that is substantially similar to the NiSource RSP and is TopBuild Employees intended to be qualified qualify under Section 401(a) of the Code and exempt from federal income tax under Section 501(a) of the Code (the “Columbia RSPTopBuild DC Plan”). As soon as practicable after Not later than the adoption end of the Columbia RSP, calendar year in which the Distribution Date occurs or as otherwise required under Revenue Procedure 2007-44soon following the Distribution Date as is reasonably practicable, Columbia (1) Masco shall submit an application cause the Masco Defined Contribution Plan accounts of all TopBuild Employees which are held by the applicable Masco Defined Contribution Plan’s related trust to be transferred to the IRS TopBuild DC Plan and its related trust, and TopBuild shall cause those transferred accounts (all of which shall remain 100% vested) to be accepted by the TopBuild DC Plan and its related trust, and (2) the TopBuild DC Plan shall assume and be solely responsible for a determination that the Columbia RSP is qualified under Section 401(a) Liabilities only with respect to transferred accounts of the Code such TopBuild Employees (all such assumed liabilities, “TopBuild DC Plan Liabilities”). Such transfer of accounts and that the related Columbia RSP Trust is exempt from federal income tax under Section 501(a) of the Codetrust assets shall be in-kind, including loans, and shall take any actions be mapped to investment choices in the TopBuild DC Plan trust which are comparable to the investment choices which TopBuild Employees had designated under the Masco Defined Contribution Plan to the maximum extent practicable and shall not inconsistent with Columbia’s other general commitments contained in this Agreement and make any amendments necessary favor participants who are Masco Employees over participants who are TopBuild Employees. Any TopBuild DC Plan fund relating to receive Masco Common Stock shall be administered so as to permit transfers out of, but not additions to, such determination. As of fund. (c) After the Distribution Date, each Business Employee employed by the Columbia Parties (Masco shall retain all assets and any survivor or beneficiary of a Deceased Business Employee who is entitled to a benefit Liabilities under the NiSource RSP immediately prior to the Distribution DateMasco Defined Contribution Plans except as otherwise provided in Section 4.01(b) shall be eligible to participate in the Columbia RSP, which shall recognize the service of such Business Employee with NiSource and its Subsidiaries in accordance with Section 7.04(“Retained DC Plan Liabilities”). (bd) Transfer TopBuild and Masco shall use their reasonable efforts to cause each of Assets from NiSourcethe trustees, Inc. Retirement Savings Plan. On custodians, advisors and administrators providing services and benefits under the New TopBuild Defined Contribution Plans and the Masco Defined Contribution Plans to maintain the fee structures based on the aggregate number of participants in both the New TopBuild Defined Contribution Plans and the Masco Defined Contribution Plans through the expiration of the financial fee or as soon as administratively practicable after the Distribution Date, NiSource shall cause the NiSource RSP Trust to transfer to the Columbia RSP Trust assets having a value rate guarantees in effect as of the applicable valuation date that is equal to the value Close of the account balances of, and accrued liabilities (including any outstanding loan balances) with respect to, all Business Employees and all survivors and beneficiaries of all Deceased Business Employees with an account balance under the NiSource RSP as of such valuation date. “Accrued liabilities” for these purposes shall include employer matching contributions and nondiscretionary employer profit sharing contributions deposited to the NiSource RSP Trust on a per payroll basis for any Business Employee that was accrued prior to the transfer of assets from the NiSource RSP Trust to the Columbia RSP Trust. Notwithstanding the foregoing, with respect to any discretionary profit sharing contributions payable to Business Employees for the 2015 calendar year and to be paid after the end of the 2015 calendar year, (i) NiSource and Columbia shall determine the amount of any employer profit sharing contribution, including the identification of Business Employees who satisfy the eligibility requirements for such profit sharing contribution under the Columbia RSP as of December 31, 2015 and who would have satisfied such requirements under the NiSource RSP but for the Distribution, (ii) NiSource shall make a cash payment to Columbia equal to the portion of such contribution that is associated with service for and compensation earned prior to the date of the Distribution, with such payment to be made on or before the due date for such contribution under the terms of the Code and the Columbia RSP and (iii) Columbia shall contribute to the Columbia RSP the full amount of such contribution. Columbia shall be solely responsible for and shall determine the amount of any discretionary profit sharing contribution payable to these Business Employees that is associated with service for and compensation earned from Columbia or an Affiliate for the period beginning on the Distribution Date and ending on December 31under the respective agreements separately rated or adjusted for the demographics, 2015. In addition, on or as soon as administratively practicable after the Distribution Date, a pro rata share of all unallocated amounts (including but not limited to any forfeiture accounts, revenue sharing credit accounts experience or other unallocated accounts held under the NiSource RSP immediately prior relevant factors related to the Distribution Date) covered participants of TopBuild and Masco, respectively. To the extent they are not successful in such efforts, TopBuild and Masco shall be transferred from each bear the NiSource RSP Trust revised fee structures attributable to the Columbia RSP Trust, determined based upon the ratio of the number of all Business Employees actively participating in the NiSource RSP immediately prior to the Distribution Date to the number of all employees actively participating in the NiSource RSP immediately prior to the Distribution Date. Assets transferred pursuant to this paragraph shall be in cash or in kind, including shares of securities, promissory notes evidencing outstanding plan loans, NiSource Shares or Columbia Shares, and such transfer shall be made in accordance with Section 414(l) of the Code. Liabilities under any qualified domestic relations orders (as individuals covered by their respective defined in Section 414(p) of the Code) received with respect to any accounts transferred to the Columbia RSP shall be transferred to and assumed by the Columbia RSP at the time such assets attributable to such accounts are transferred. NiSource shall transfer to Columbia, and Columbia shall accept any promissory notes, including outstanding loan balances, of Business Employees in the NiSource RSP, and Columbia shall continue to process any plan loans transferred from the NiSource RSP to the Columbia RSP. All beneficiary designations made by Business Employees and by survivors and beneficiaries of Deceased Business Employees under the NiSource RSP shall, to the extent applicable, be transferred to, and be in full force and effect under, the Columbia RSP until such beneficiary designations are subsequently replaced or revoked by the Business Employee (or the survivor or beneficiary of the Deceased Business Employee) who made the beneficiary designation (or his legally recognized agent). Except as noted above with respect to profit sharing contribution liabilities relating to 2015, on and after the Distribution Date, Columbia shall assume and thereafter be solely responsible for all then existing and future employer liabilities related to such Business Employees and survivors and beneficiaries of Deceased Business Employees under the Columbia RSP and the administration thereof and the NiSource Parties shall have no liability whatsoever thereforplans.

Defined Contribution Plans. (a) Establishment of Through at least the Columbia Retirement Savings Plan. Effective on One-Year Period, Del Monte shall, or before shall cause the Distribution DateSurviving Corporation to, Columbia shall adopt, establish and maintain a 401(k) profit sharing plan and trust for the benefit of employees of the Columbia Parties those Spinco Benefit Plans that is substantially similar to the NiSource RSP and is are intended to be qualified under defined contribution plans for purposes of Section 401(a) of the Internal Revenue Code in which the Spinco Employees participate as of the Effective Time (the "Spinco Savings Plans") and exempt from federal income tax under Section 501(awhich, as of the Effective Time, the Surviving Corporation shall, by operation of law, assume the liabilities in respect of the applicable Spinco Employees. In addition, after the Effective Time Heinz shall cause to be transferred the full account balances (as of the date of transfer) of the Code (Spinco Employees under the “Columbia RSP”). As soon as practicable after Spinco Savings Plans to the adoption trustee of the Columbia RSPSpinco Savings Plans in accordance with the terms of the Employee Benefits Agreement and Del Monte shall cause the trustee of the Spinco Savings Plans to accept such assets; provided, however, that Heinz shall only cause such assets to be transferred after receipt from Del Monte of a copy of the most recent favorable IRS determination letter for each Spinco Savings Plan received by Del Monte or an opinion of counsel, which opinion and counsel shall be reasonably acceptable to Heinz, to the effect that (i) Del Monte has timely filed, or as otherwise required under Revenue Procedure 2007-44has caused the Surviving Corporation to timely file, Columbia shall submit an application to with the IRS for requesting a favorable determination that the Columbia RSP each Spinco Savings Plan is qualified under Section 401(a) of the Code and that the related Columbia RSP Trust trust thereunder is exempt from federal income tax under Section 501(a) 501 of the Code, (ii) counsel reasonably expects each such Spinco Savings Plan and shall take any actions not inconsistent with Columbia’s other general commitments contained in this Agreement and make any amendments necessary trust to receive such determination. As of the Distribution Date, a favorable determination letter and (iii) each Business Employee employed by the Columbia Parties such Spinco Savings Plan (and any survivor or beneficiary of a Deceased Business Employee who is entitled to a benefit under the NiSource RSP immediately prior to the Distribution Datetrust agreement related thereto) shall be eligible amended, in a timely manner, as may be required by the IRS in order to participate in the Columbia RSP, which shall recognize the service of such Business Employee with NiSource and its Subsidiaries in accordance with Section 7.04. (b) Transfer of Assets from NiSource, Inc. Retirement Savings Plan. On or as soon as administratively practicable after the Distribution Date, NiSource shall cause the NiSource RSP Trust to transfer to the Columbia RSP Trust assets having a value as of the applicable valuation date that is equal to the value of the account balances of, and accrued liabilities (including any outstanding loan balances) with respect to, all Business Employees and all survivors and beneficiaries of all Deceased Business Employees with an account balance under the NiSource RSP as of such valuation date. “Accrued liabilities” for these purposes shall include employer matching contributions and nondiscretionary employer profit sharing contributions deposited to the NiSource RSP Trust on a per payroll basis for any Business Employee that was accrued prior to the transfer of assets from the NiSource RSP Trust to the Columbia RSP Trust. Notwithstanding the foregoing, with respect to any discretionary profit sharing contributions payable to Business Employees for the 2015 calendar year and to be paid after the end of the 2015 calendar year, (i) NiSource and Columbia shall determine the amount of any employer profit sharing contribution, including the identification of Business Employees who satisfy the eligibility requirements for such profit sharing contribution under the Columbia RSP as of December 31, 2015 and who would have satisfied such requirements under the NiSource RSP but for the Distribution, (ii) NiSource shall make a cash payment to Columbia equal to the portion of such contribution that is associated with service for and compensation earned prior to the date of the Distribution, with such payment to be made on or before the due date for such contribution under the terms Section 401 of the Code and that the Columbia RSP and (iii) Columbia shall contribute to the Columbia RSP the full amount of such contribution. Columbia shall trust thereunder will be solely responsible for and shall determine the amount of any discretionary profit sharing contribution payable to these Business Employees that is associated with service for and compensation earned from Columbia or an Affiliate for the period beginning on the Distribution Date and ending on December 31, 2015. In addition, on or as soon as administratively practicable after the Distribution Date, a pro rata share of all unallocated amounts (including but not limited to any forfeiture accounts, revenue sharing credit accounts or other unallocated accounts held exempt under the NiSource RSP immediately prior to the Distribution Date) shall be transferred from the NiSource RSP Trust to the Columbia RSP Trust, determined based upon the ratio of the number of all Business Employees actively participating in the NiSource RSP immediately prior to the Distribution Date to the number of all employees actively participating in the NiSource RSP immediately prior to the Distribution Date. Assets transferred pursuant to this paragraph shall be in cash or in kind, including shares of securities, promissory notes evidencing outstanding plan loans, NiSource Shares or Columbia Shares, and such transfer shall be made in accordance with Section 414(l) 501 of the Code. Liabilities under any qualified domestic relations orders (as defined in Section 414(p) of the Code) received with respect to any accounts transferred to the Columbia RSP shall be transferred to and assumed by the Columbia RSP at the time such assets attributable to such accounts are transferred. NiSource shall transfer to Columbia, and Columbia shall accept any promissory notes, including outstanding loan balances, of Business Employees in the NiSource RSP, and Columbia shall continue to process any plan loans transferred from the NiSource RSP to the Columbia RSP. All beneficiary designations made by Business Employees and by survivors and beneficiaries of Deceased Business Employees under the NiSource RSP shall, to the extent applicable, be transferred to, and be in full force and effect under, the Columbia RSP until such beneficiary designations are subsequently replaced or revoked by the Business Employee (or the survivor or beneficiary of the Deceased Business Employee) who made the beneficiary designation (or his legally recognized agent). Except as noted above with respect to profit sharing contribution liabilities relating to 2015, on and after the Distribution Date, Columbia shall assume and thereafter be solely responsible for all then existing and future employer liabilities related to such Business Employees and survivors and beneficiaries of Deceased Business Employees under the Columbia RSP and the administration thereof and the NiSource Parties shall have no liability whatsoever therefor.

Defined Contribution Plans. (a) Establishment Effective as of no later than the Columbia Retirement Savings Plan. Effective on Closing (or before as soon as reasonably practicable thereafter), the Distribution DatePurchased Entity shall establish or designate defined contribution plans (collectively, Columbia shall adopt, establish and maintain a 401(kthe “Purchased Entity DC Plans”) profit sharing plan and trust for the benefit of employees the Transferred Employees who participated in one or more of the Columbia Parties Seller Benefit Plans that is substantially similar to the NiSource RSP and is intended to be are defined contribution plans (other than any Purchased Entity Benefit Plans or any non-qualified under Section 401(adeferred compensation plans) of the Code and exempt from federal income tax under Section 501(a) of the Code (the “Columbia RSP”). As soon as practicable after the adoption of the Columbia RSP, or as otherwise required under Revenue Procedure 2007-44, Columbia shall submit an application to the IRS for a determination that the Columbia RSP is qualified under Section 401(a) of the Code and that the related Columbia RSP Trust is exempt from federal income tax under Section 501(a) of the Code, and shall take any actions not inconsistent with Columbia’s other general commitments contained in this Agreement and make any amendments necessary to receive such determination. As of the Distribution Date, each Business Employee employed by the Columbia Parties (and any survivor or beneficiary of a Deceased Business Employee who is entitled to a benefit under the NiSource RSP immediately prior to the Distribution Date) Closing (collectively, the “Seller DC Plans”). Such Transferred Employees are referred to hereinafter as the “DC Participants.” The DC Participants shall be eligible given credit under the respective Purchased Entity DC Plan to participate in the Columbia RSP, which shall recognize extent service was recognized under the service of such Business Employee with NiSource and its Subsidiaries in accordance with Section 7.04corresponding Seller DC Plan. (b) Transfer of Assets from NiSourceWhere required by applicable Law or commercially reasonably to do so with respect to a Seller DC Plan, Inc. Retirement Savings Plan. On or as soon as administratively practicable after the Distribution Date, NiSource Seller shall cause the NiSource RSP Trust to transfer under each such Seller DC Plan to the Columbia RSP Trust assets having a value corresponding Purchased Entity DC Plan of (i) cash, cash equivalents or other property equal to the actual account balances of the DC Participants under each such Seller DC Plan as of the Closing or such greater amount as is required by the applicable valuation date that is equal regulatory authority having jurisdiction over the Seller DC Plan in order to the value obtain approval of such transfer, and (ii) any notes corresponding to loans of the account balances ofDC Participants (collectively, the “DC Transfer Amounts”). The transfer of the DC Transfer Amounts shall be subject to such consents, approvals and accrued liabilities (including any outstanding loan balances) with respect toother legal requirements as may apply under applicable Law. The Purchased Entity shall cause the DC Transfer Amounts to be accepted by such plans. To the extent a Seller DC Plan is not required to be funded by applicable Law or Seller does not control the assets or funding vehicle, all Business Employees and all survivors and beneficiaries of all Deceased Business Employees with an account balance under the NiSource RSP as of such valuation date. “Accrued liabilities” for these purposes there shall include employer matching contributions and nondiscretionary employer profit sharing contributions deposited to the NiSource RSP Trust on a per payroll basis for any Business Employee that was accrued prior to the be no transfer of assets from the NiSource RSP Trust Seller DC Plan or Seller or its Affiliates. (c) To the extent applicable, the DC Transfer Amounts to be transferred, if any, from the respective Seller DC Plans shall be equitably adjusted to take into account benefit payments made from the respective Seller DC Plans to the Columbia RSP Trust. Notwithstanding the foregoing, with respect to any discretionary profit sharing contributions payable to Business Employees for the 2015 calendar year and to be paid DC Participants after the end of the 2015 calendar year, (i) NiSource and Columbia shall determine the amount of any employer profit sharing contribution, including the identification of Business Employees who satisfy the eligibility requirements for such profit sharing contribution under the Columbia RSP as of December 31, 2015 and who would have satisfied such requirements under the NiSource RSP Closing but for the Distribution, (ii) NiSource shall make a cash payment to Columbia equal to the portion of such contribution that is associated with service for and compensation earned prior to the date of the Distribution, transfer and for any earnings and losses on such amount during such period and for any costs or charges associated with such payment to be made on or before the due date for such contribution under the terms payments. The transfer of the Code and the Columbia RSP and DC Transfer Amount, if any, shall take place within sixty (iii60) Columbia shall contribute to the Columbia RSP the full amount of such contribution. Columbia shall be solely responsible for and shall determine the amount of any discretionary profit sharing contribution payable to these Business Employees that is associated with service for and compensation earned from Columbia or an Affiliate for the period beginning on the Distribution Date and ending on December 31, 2015. In addition, on or as soon as administratively practicable days after the Distribution Date, a pro rata share date of all unallocated amounts Closing. (including but not limited to any forfeiture accounts, revenue sharing credit accounts or other unallocated accounts held under d) At the NiSource RSP immediately prior to the Distribution Date) shall be transferred from the NiSource RSP Trust to the Columbia RSP Trust, determined based upon the ratio times of the number of all Business Employees actively participating in the NiSource RSP immediately prior to the Distribution Date to the number of all employees actively participating in the NiSource RSP immediately prior to the Distribution Date. Assets transferred pursuant to this paragraph shall be in cash or in kind, including shares of securities, promissory notes evidencing outstanding plan loans, NiSource Shares or Columbia Shares, and such transfer shall be made in accordance with Section 414(l) transfers of the Code. Liabilities under any qualified domestic relations orders DC Transfer Amounts (as defined in Section 414(p) or if there is no transfer of the Code) received assets with respect to any accounts transferred a particular plan because the plan is not required to be funded under applicable Law or Seller does not control the Columbia RSP shall be transferred to and assumed by the Columbia RSP assets or funding vehicle, at the time such assets attributable to such accounts are transferred. NiSource shall transfer to Columbia, and Columbia shall accept any promissory notes, including outstanding loan balances, of Business Employees in the NiSource RSP, and Columbia shall continue to process any plan loans transferred from the NiSource RSP to the Columbia RSP. All beneficiary designations made by Business Employees and by survivors and beneficiaries of Deceased Business Employees under the NiSource RSP shall, to the extent applicable, be transferred to, and be in full force and effect underClosing), the Columbia RSP until such beneficiary designations are subsequently replaced or revoked by Purchased Entity and the Business Employee (or the survivor or beneficiary of the Deceased Business Employee) who made the beneficiary designation (or his legally recognized agent). Except as noted above Purchased Entity DC Plans shall assume all Liabilities with respect to profit sharing contribution liabilities or relating to 2015, on and after the Distribution Date, Columbia shall assume and thereafter be solely responsible for all then existing and future employer liabilities related to such Business Employees and survivors and beneficiaries of Deceased Business Employees DC Participants under the Columbia RSP applicable Seller DC Plan, which shall be Assumed Liabilities, and Seller and its Affiliates and the administration thereof and the NiSource Parties Seller DC Plans shall have no liability whatsoever thereforbe relieved of all such Liabilities.

Defined Contribution Plans. (a) Establishment of the Columbia Retirement Savings Plan. Effective on or before the Distribution Date, Columbia shall adopt, establish and maintain a 401(k) profit sharing plan and trust for the benefit of employees of the Columbia Parties that is substantially similar to the NiSource RSP and is intended to be qualified under Section 401(a) of the Code and exempt from federal income tax under Section 501(a) of the Code (the “Columbia RSP”). As soon as practicable after the adoption Effective Time, Seller shall cause matching contributions to be made to The Dial Corporation Future Investment Plan and The Dial Corporation 401(k) Plan For Hourly Employees (collectively “Seller’s Savings Plans”) with respect to all elective deferrals by or on behalf of Transferred Employees relating to compensation paid to Transferred Employees for services rendered through the Effective Time. As soon as practicable thereafter, Seller shall cause the assets held in trust under Seller’s Savings Plans equal to the account balances of the Columbia RSP, or as otherwise required under Revenue Procedure 2007-44, Columbia shall submit an application Transferred Employees who were participants in Seller’s Savings Plans to be transferred to the IRS trust under the Pinnacle Foods 401k Savings Plan for a determination Salaried Employees or the Pinnacle Foods 401k Savings Plan for Union Employees, as applicable. Buyer represents that the Columbia RSP any such plan is qualified under Section Code Sections 401(a) of the Code and 401(k) and that the its related Columbia RSP Trust trust is tax exempt from federal income tax under Code Section 501(a) of the Code). The assets to be transferred shall be in cash and, and shall take any actions not inconsistent with Columbia’s other general commitments contained in this Agreement and make any amendments necessary to receive such determination. As of the Distribution Date, each Business Employee employed by the Columbia Parties (and any survivor or beneficiary of a Deceased Business Employee who is entitled to a benefit under the NiSource RSP immediately prior to the Distribution Date) extent mutually agreed to by Buyer and Seller, a combination of cash, securities and other property; provided, however, that the participant loans shall be eligible transferred in kind. The amount transferred from the trust under Seller’s Savings Plans shall be adjusted to participate in reflect any distributions, contributions or earnings properly attributable to such plan during the Columbia RSP, which shall recognize the service of such Business Employee with NiSource and its Subsidiaries in accordance with Section 7.04. (b) Transfer of Assets from NiSource, Inc. Retirement Savings Plan. On or as soon as administratively practicable after the Distribution Date, NiSource shall cause the NiSource RSP Trust to transfer to the Columbia RSP Trust assets having a value as of the applicable valuation date that is equal to the value of the account balances of, and accrued liabilities (including any outstanding loan balances) with respect to, all Business Employees and all survivors and beneficiaries of all Deceased Business Employees with an account balance under the NiSource RSP as of such valuation date. “Accrued liabilities” for these purposes shall include employer matching contributions and nondiscretionary employer profit sharing contributions deposited to the NiSource RSP Trust on a per payroll basis for any Business Employee that was accrued period prior to the transfer date. Prior to such asset transfer, Buyer and Seller shall cooperate with and assist each other in connection with the administration of the Seller’s Savings Plans and to facilitate such transfer of assets from and the NiSource RSP Trust to the Columbia RSP Trustadoption and filing of any documents reasonably required by such transfer. Notwithstanding the foregoingabove, with respect to any discretionary profit sharing contributions payable to Business Employees for the 2015 calendar year and to be paid after the end of the 2015 calendar year, (i) NiSource and Columbia shall determine the amount of any employer profit sharing contribution, including transferred shall in no event be less than the identification of Business Employees who amount necessary to satisfy the eligibility requirements for such profit sharing contribution under the Columbia RSP as of December 31, 2015 and who would have satisfied such requirements under the NiSource RSP but for the Distribution, (ii) NiSource shall make a cash payment to Columbia equal to the portion of such contribution that is associated with service for and compensation earned prior to the date of the Distribution, with such payment to be made on or before the due date for such contribution under the terms of the Code and the Columbia RSP and (iii) Columbia shall contribute to the Columbia RSP the full amount of such contribution. Columbia shall be solely responsible for and shall determine the amount of any discretionary profit sharing contribution payable to these Business Employees that is associated with service for and compensation earned from Columbia or an Affiliate for the period beginning on the Distribution Date and ending on December 31, 2015. In addition, on or as soon as administratively practicable after the Distribution Date, a pro rata share of all unallocated amounts (including but not limited to any forfeiture accounts, revenue sharing credit accounts or other unallocated accounts held under the NiSource RSP immediately prior to the Distribution Date) shall be transferred from the NiSource RSP Trust to the Columbia RSP Trust, determined based upon the ratio of the number of all Business Employees actively participating in the NiSource RSP immediately prior to the Distribution Date to the number of all employees actively participating in the NiSource RSP immediately prior to the Distribution Date. Assets transferred pursuant to this paragraph shall be in cash or in kind, including shares of securities, promissory notes evidencing outstanding plan loans, NiSource Shares or Columbia Shares, and such transfer shall be made in accordance with Section 414(l) of the Code. Liabilities under any qualified domestic relations orders (as defined in Section 414(p) of the Code) received with respect to any accounts transferred to the Columbia RSP shall be transferred to and assumed by the Columbia RSP at the time such assets attributable to such accounts are transferred. NiSource shall transfer to Columbia, and Columbia shall accept any promissory notes, including outstanding loan balances, of Business Employees in the NiSource RSP, and Columbia shall continue to process any plan loans transferred from the NiSource RSP to the Columbia RSP. All beneficiary designations made by Business Employees and by survivors and beneficiaries of Deceased Business Employees under the NiSource RSP shall, to the extent applicable, be transferred to, and be in full force and effect under, the Columbia RSP until such beneficiary designations are subsequently replaced or revoked by the Business Employee (or the survivor or beneficiary of the Deceased Business Employee) who made the beneficiary designation (or his legally recognized agent). Except as noted above with respect to profit sharing contribution liabilities relating to 2015, on and after the Distribution Date, Columbia shall assume and thereafter be solely responsible for all then existing and future employer liabilities related to such Business Employees and survivors and beneficiaries of Deceased Business Employees under the Columbia RSP and the administration thereof and the NiSource Parties shall have no liability whatsoever therefor.

Defined Contribution Plans. (a) Establishment of Immediately prior to the Columbia Retirement Savings Plan. Effective on or before the Distribution Closing Date, Columbia the Seller shall adopttake, establish and maintain a 401(k) profit sharing plan and trust or cause to be taken, all such actions as may be necessary for the benefit Company to cease to participate under the Seller’s defined contribution plans covering the Mt. Holly Emxxxxxes, the Mt. Holly Nex Xxxes and the Former Mt. Holly Emxxxxxes identified on Schedule 7.12 (“Seller DC Plans”). The Buyer will establish or designate one or more defined contribution plans in which all Mt. Holly Emxxxxxes and Mt. Holly Nex Xxxes will be eligible to participate as soon as practicable after the Closing Date (or the date of employees of the Columbia Parties that is substantially similar hire with Buyer for LOA Employees) (“Buyer DC Plans”). Prior to the NiSource RSP and is intended to be qualified Closing Date, the Buyer shall have provided a favorable determination letter from the IRS that Buyer DC Plans meet the requirements for favorable tax qualification under Section 401(a) of the Code and exempt from federal income its related trust meets the requirements for tax under Section 501(a) of the Code (the “Columbia RSP”). As soon as practicable after the adoption of the Columbia RSP, or as otherwise required under Revenue Procedure 2007-44, Columbia shall submit an application to the IRS for a determination that the Columbia RSP is qualified under Section 401(a) of the Code and that the related Columbia RSP Trust is exempt from federal income tax exemption under Section 501(a) of the Code. Each Mt. Holly Emxxxxxe, Mt. Holly Nex Xxxe and shall take any actions not inconsistent with Columbia’s other general commitments contained in this Agreement and make any amendments necessary Former Mt. Holly Emxxxxxe will be permitted to receive a distribution of his or her full account balance from the Seller DC Plans. All Mt. Holly Emxxxxxes and Mt. Holly Nex Xxxes will be permitted to have such determination. As of the Distribution Date, each Business Employee employed by the Columbia Parties (and any survivor or beneficiary of a Deceased Business Employee who is entitled distribution “rolled over” in cash to a benefit under the NiSource RSP immediately prior to the Distribution Date) shall be an accepting eligible to participate in the Columbia RSP, which shall recognize the service of such Business Employee with NiSource and its Subsidiaries retirement plan in accordance with Section 7.04. (b) Transfer of Assets from NiSource, Inc. Retirement Savings Plan. On or the Seller DC Plans as soon as administratively practicable after the Distribution Closing Date (or the date of hire with Buyer for LOA Employees). The Seller will cause the Seller DC Plans to permit all Mt. Holly Emxxxxxes and Mt. Holly Nex Xxxes with any outstanding loans under Seller DC Plans to continue to accept manual repayments of such outstanding loans after the Closing Date, NiSource in accordance with the applicable terms of the Seller DC Plans as in effect at such times that such repayments are to be made. The Buyer shall cause the NiSource RSP Trust applicable Buyer DC Plans to transfer to the Columbia RSP Trust assets having a value as of the applicable valuation date that is equal to the value of the account balances of, accept qualified direct and accrued liabilities (including any outstanding loan balances) with respect to, all Business Employees and all survivors and beneficiaries of all Deceased Business Employees with an account balance under the NiSource RSP as of such valuation date. “Accrued liabilities” for these purposes shall include employer matching contributions and nondiscretionary employer profit sharing contributions deposited to the NiSource RSP Trust on a per payroll basis for any Business Employee that was accrued prior to the transfer of assets indirect rollovers from the NiSource RSP Trust to the Columbia RSP Trust. Notwithstanding the foregoing, with respect to any discretionary profit sharing contributions payable to Business Employees for the 2015 calendar year and to be paid after the end of the 2015 calendar year, (i) NiSource and Columbia shall determine the amount of any employer profit sharing contribution, including the identification of Business Employees who satisfy the eligibility requirements for such profit sharing contribution under the Columbia RSP as of December 31, 2015 and who would have satisfied such requirements under the NiSource RSP but for the Distribution, (ii) NiSource shall make a cash payment to Columbia equal to the portion of such contribution that is associated with service for and compensation earned prior to the date of the Distribution, with such payment to be made on or before the due date for such contribution under the terms of the Code and the Columbia RSP and (iii) Columbia shall contribute to the Columbia RSP the full amount of such contribution. Columbia shall be solely responsible for and shall determine the amount of any discretionary profit sharing contribution payable to these Business Employees that is associated with service for and compensation earned from Columbia or an Affiliate for the period beginning on the Distribution Date and ending on December 31, 2015. In addition, on or as soon as administratively practicable after the Distribution Date, a pro rata share of all unallocated amounts (including but not limited to any forfeiture accounts, revenue sharing credit accounts or other unallocated accounts held under the NiSource RSP immediately prior to the Distribution Date) shall be transferred from the NiSource RSP Trust to the Columbia RSP Trust, determined based upon the ratio of the number of all Business Employees actively participating in the NiSource RSP immediately prior to the Distribution Date to the number of all employees actively participating in the NiSource RSP immediately prior to the Distribution Date. Assets transferred pursuant to this paragraph shall be in cash or in kind, including shares of securities, promissory notes evidencing outstanding plan loans, NiSource Shares or Columbia Shares, and such transfer shall be made in accordance with Section 414(l) of the Code. Liabilities under any qualified domestic relations orders (as defined in Section 414(p) of the Code) received with respect to any accounts transferred to the Columbia RSP shall be transferred to and assumed by the Columbia RSP at the time such assets attributable to such accounts are transferred. NiSource shall transfer to Columbia, and Columbia shall accept any promissory notes, including outstanding loan balances, of Business Employees in the NiSource RSP, and Columbia shall continue to process any plan loans transferred from the NiSource RSP to the Columbia RSP. All beneficiary designations made by Business Employees and by survivors and beneficiaries of Deceased Business Employees under the NiSource RSP shall, to the extent applicable, be transferred to, and be in full force and effect under, the Columbia RSP until such beneficiary designations are subsequently replaced or revoked by the Business Employee (or the survivor or beneficiary of the Deceased Business Employee) who made the beneficiary designation (or his legally recognized agent). Except as noted above with respect to profit sharing contribution liabilities relating to 2015, on and after the Distribution Date, Columbia shall assume and thereafter be solely responsible for all then existing and future employer liabilities related to such Business Employees and survivors and beneficiaries of Deceased Business Employees under the Columbia RSP and the administration thereof and the NiSource Parties shall have no liability whatsoever thereforSeller DC Plans.

Defined Contribution Plans. (ai) Establishment As of the Columbia Closing Date, Seller shall cause the active participation by Transferred Employees in the Employees' Retirement Savings Plan of C. X. Xxxx, Inc. (the "Seller's Savings Plan") to cease. Effective on or before the Distribution Date, Columbia Seller shall adopt, establish and maintain a 401(k(A) profit sharing plan and trust for the benefit of employees as of the Columbia Parties that is substantially similar Closing Date cause the trustees of the Seller's Savings Plan to identify, in accordance with the NiSource RSP and is intended to be qualified applicable spinoff provisions set forth under Section 401(a414(l) of the Code and exempt from federal income tax under Section 501(a) Code, the assets of the Code Seller's Savings Plan representing the full account balances of Transferred Employees for all periods of participation through the Closing Date (including, as applicable, all employee contributions, employer contributions and all earnings attributable thereto); and (B) as soon as practicable after the Closing Date, make all required filings and submissions to appropriate governmental authorities and all required amendments to the Seller's Savings Plan and related trust agreements necessary to provide for the transfer of assets described in this Section 7.6(a). The Seller's Savings Plan shall be amended to provide that (A) there shall be no contributions thereto with respect to the Transferred Employees for periods after the Closing Date and (B) all Transferred Employee account balances shall be fully vested. Buyer shall (A) give Seller written notice of the name of the trustee of the defined contribution plan designated by Buyer to which the assets and liabilities for benefits of the Seller's Savings Plan are to be transferred (the “Columbia RSP”"Buyer's Savings Plan"), accompanied by a copy of the most recent favorable IRS determination letter for such plan received by Buyer, as promptly as possible after the Closing Date, but in any event prior to the date on which such transfer is to occur and (B) as soon as practicable after the Closing Date, make all required filings and submissions to appropriate governmental authorities. As soon as practicable after the adoption of the Columbia RSP, or as otherwise required under Revenue Procedure 2007-44, Columbia shall submit an application to the IRS for a determination that the Columbia RSP is qualified under Section 401(a) of the Code and that the related Columbia RSP Trust is exempt from federal income tax under Section 501(a) of the Code, and shall take any actions not inconsistent with Columbia’s other general commitments contained in this Agreement and make any amendments necessary to receive such determination. As of the Distribution Savings Transfer Date, each Business Employee employed by the Columbia Parties (and any survivor or beneficiary of a Deceased Business Employee who is entitled to a benefit under the NiSource RSP immediately prior to the Distribution Date) shall be eligible to participate in the Columbia RSP, which shall recognize the service of such Business Employee with NiSource and its Subsidiaries in accordance with Section 7.04. (b) Transfer of Assets from NiSource, Inc. Retirement Savings Plan. On or as soon as administratively practicable after the Distribution Date, NiSource Seller shall cause the NiSource RSP Trust trustees of the Seller's Savings Plan to transfer to the Columbia RSP Trust assets having a value as trustee of the applicable valuation date that is equal Buyer's Savings Plan the following amount (the "Savings Total Transfer Amount"): (A) the full account balances (in cash and notes for any loans to Transferred Employees) of all Transferred Employees, whose account balances shall have been credited with appropriate earnings and contributions, if any, attributable to the value period ending at the close of business on the Closing Date, plus (B) earnings on such account balances of, and accrued liabilities (including any outstanding loan balances) with respect to, all Business Employees and all survivors and beneficiaries of all Deceased Business Employees with an account balance under the NiSource RSP as of such valuation date. “Accrued liabilities” for these purposes shall include employer matching contributions and nondiscretionary employer profit sharing contributions deposited attributable to the NiSource RSP Trust on a per payroll basis for period from the Closing Date to the Savings Transfer Date reduced by (C) any Business Employee that was accrued benefit or withdrawal payments in respect of Transferred Employees prior to the transfer Savings Transfer Date. Seller shall certify that all participant loans transferred from Seller's Savings Plan are current as to payments of assets from principal and interest except as disclosed on a schedule delivered to Buyer at the NiSource RSP Trust to the Columbia RSP Trust. Notwithstanding the foregoing, with respect to any discretionary profit sharing contributions payable to Business Employees for the 2015 calendar year and to be paid after the end of the 2015 calendar year, (i) NiSource and Columbia shall determine the amount of any employer profit sharing contribution, including the identification of Business Employees who satisfy the eligibility requirements for such profit sharing contribution under the Columbia RSP as of December 31, 2015 and who would have satisfied such requirements under the NiSource RSP but for the Distribution, (ii) NiSource shall make a cash payment to Columbia equal to the portion time of such contribution that is associated with service for and compensation earned prior to the date of the Distribution, with such payment to be made on or before the due date for such contribution under the terms of the Code and the Columbia RSP and (iii) Columbia shall contribute to the Columbia RSP the full amount of such contributiontransfer. Columbia The "Savings Transfer Date" shall be solely responsible for and shall determine the amount of any discretionary profit sharing contribution payable to these Business Employees that is associated with service for and compensation earned from Columbia or an Affiliate for the period beginning on the Distribution Date and ending on December 31, 2015. In addition, on or as soon as administratively practicable after the Distribution Date, a pro rata share of all unallocated amounts (including but not limited to any forfeiture accounts, revenue sharing credit accounts or other unallocated accounts held under the NiSource RSP immediately prior to the Distribution Date) shall be transferred from the NiSource RSP Trust to the Columbia RSP Trust, determined based upon the ratio of the number of all Business Employees actively participating in the NiSource RSP immediately prior to the Distribution Date to the number of all employees actively participating in the NiSource RSP immediately prior to the Distribution Dateforegoing requirements have been met. Assets transferred pursuant to this paragraph shall be in cash or in kind, including shares of securities, promissory notes evidencing outstanding plan loans, NiSource Shares or Columbia Shares, and such transfer shall be made in accordance with Section 414(l) of the Code. Liabilities under any qualified domestic relations orders (as defined in Section 414(p) of the Code) received with respect to any accounts transferred to the Columbia RSP shall be transferred to and assumed by the Columbia RSP at the time such assets attributable to such accounts are transferred. NiSource shall transfer to Columbia, and Columbia shall accept any promissory notes, including outstanding loan balances, of Business Employees in the NiSource RSP, and Columbia shall continue to process any plan loans transferred from the NiSource RSP to the Columbia RSP. All beneficiary designations made by Business Employees and by survivors and beneficiaries of Deceased Business Employees under the NiSource RSP shall, to the extent applicable, be transferred to, and be in full force and effect under, the Columbia RSP until such beneficiary designations are subsequently replaced or revoked by the Business Employee (or the survivor or beneficiary of the Deceased Business Employee) who made the beneficiary designation (or his legally recognized agent). Except as noted above with respect to profit sharing contribution liabilities relating to 2015, on and after the Distribution Date, Columbia shall assume and thereafter be solely responsible for all then existing and future employer liabilities related to such Business Employees and survivors and beneficiaries of Deceased Business Employees under the Columbia RSP and the administration thereof and the NiSource Parties shall have no liability whatsoever therefor.In

Defined Contribution Plans. (a) Establishment As of the Columbia Closing, Bordxx xxxll cause the active participation by the Business Employees in the Bordxx, Xxc. Retirement Savings Plan, 99 the Bordxx, Xxc. Effective on or before Union Savings Plan and the Distribution DateBordxx, Columbia shall adoptXxc. Associate Savings Plan (collectively, establish and maintain a 401(kthe "Savings Plans") profit sharing plan and trust for the benefit of employees to cease. Bordxx xxxll (i) as of the Columbia Parties that is substantially similar Closing cause the trustees of the Savings Plans to identify, in accordance with the NiSource RSP and is intended to be qualified applicable spinoff provisions set forth under Section 401(a414(l) of the Code and exempt from federal income tax under Section 501(a) Code, the assets of the Code Savings Plans representing the full account balances of the Business Employees for all periods of participation through the Closing (including, as applicable, all employee contributions, employer contributions and all earnings attributable thereto); and (ii) as soon as practicable (but in no event later than nine months) after the Closing, make all required filings and submissions to appropriate Governmental Authorities and all required amendments to the Savings Plans and related trust agreements necessary to provide for the transfer of assets described in this Section 7.8. The Savings Plans shall be amended to provide that (i) there shall be no contributions thereto with respect to the Business Employees for periods after the Closing and (ii) all transferred employer contributions shall be fully vested. (b) Parent shall (i) give Bordxx xxxtten notice of the name of the trustee of the defined contribution plan designated by Parent to which the assets and liabilities for benefits of the Savings Plans are to be transferred (the “Columbia RSP”"Parent Savings Plan"), accompanied by a copy of the most recent favorable IRS determination letter for such plan received by Parent, as promptly as possible after the Closing, but in any event prior to the date on which such transfer is to occur; and (ii) as soon as 100 practicable (but in no event later than nine months) after the Closing, make all required filings and submissions to appropriate Governmental Authorities. As soon as practicable after the adoption Closing, and pursuant to the procedures set forth below, Bordxx xxxll cause the trustees of the Columbia RSP, or as otherwise required under Revenue Procedure 2007-44, Columbia shall submit an application to the IRS for a determination that the Columbia RSP is qualified under Section 401(a) of the Code and that the related Columbia RSP Trust is exempt from federal income tax under Section 501(a) of the Code, and shall take any actions not inconsistent with Columbia’s other general commitments contained in this Agreement and make any amendments necessary to receive such determination. As of the Distribution Date, each Business Employee employed by the Columbia Parties (and any survivor or beneficiary of a Deceased Business Employee who is entitled to a benefit under the NiSource RSP immediately prior to the Distribution Date) shall be eligible to participate in the Columbia RSP, which shall recognize the service of such Business Employee with NiSource and its Subsidiaries in accordance with Section 7.04. (b) Transfer of Assets from NiSource, Inc. Retirement Savings Plan. On or as soon as administratively practicable after the Distribution Date, NiSource shall cause the NiSource RSP Trust Plans to transfer to the Columbia RSP Trust assets having trustee of the Parent Savings Plan the following amount (the "Total Transfer Amount"): (A) the full account balances (in kind or in cash as determined by Bordxx, xxd notes for any loans to the Business Employees) of all Business Employees, whose account balances shall have been credited with appropriate earnings and contributions, if any, attributable to the period ending on the close of business on the day preceding the Closing, plus (B) earnings on such account balances attributable to the period from the Closing to the Transfer Date, reduced by (C) any benefit or withdrawal payments in respect of the Business Employees prior to the Transfer Dates. The "Transfer Date" shall be the first day of the month following a value as 15th day of a month by which Parent has requested the transfer and Bordxx xxx received copies of the applicable valuation date that is favorable IRS determination letters. On the Transfer Date, Bordxx xxxll transfer 90% of its good faith estimate of the Total Transfer Amount. Upon the completion of a calculation of the Total Transfer Amount by the recordkeeper for the Savings Plans (such calculation to occur no later than 120 days after the Transfer Date and such calculation to be binding on Parent), the Savings Plans shall transfer to the Parent Savings Plan an amount equal to the value of difference between the account balances of, Total Transfer Amount and accrued liabilities (including any outstanding loan balances) with respect to, all Business Employees and all survivors and beneficiaries of all Deceased Business Employees with an account balance under the NiSource RSP as of such valuation date. “Accrued liabilities” for these purposes shall include employer matching contributions and nondiscretionary employer profit sharing contributions deposited amounts previously transferred to the NiSource RSP Trust on a per payroll basis for Parent Savings Plan or, if 101 applicable, the Parent Savings Plan shall transfer to the Savings Plans an amount equal to the difference between any Business Employee that was accrued prior amounts previously transferred to the Parent Savings Plan and the Total Transfer Amount. In consideration of the transfer of assets from hereunder, Parent shall, as of the NiSource RSP Trust Transfer Date, cause the Parent Savings Plan to assume the Columbia RSP Trust. Notwithstanding the foregoing, with respect to any discretionary profit sharing contributions liabilities for benefits payable to Business Employees plan participants and beneficiaries in respect of participants for the 2015 calendar year and to be paid after the end of the 2015 calendar year, (i) NiSource and Columbia shall determine the amount of any employer profit sharing contribution, including the identification of Business Employees who satisfy the eligibility requirements for such profit sharing contribution under the Columbia RSP as of December 31, 2015 and who would have satisfied such requirements under the NiSource RSP but for the Distribution, (ii) NiSource shall make a cash payment to Columbia equal to the portion of such contribution that is associated with service for and compensation earned prior to the date of the Distribution, with such payment to be made on or before the due date for such contribution under the terms of the Code and the Columbia RSP and (iii) Columbia shall contribute to the Columbia RSP the full amount of such contribution. Columbia shall be solely responsible for and shall determine the amount of any discretionary profit sharing contribution payable to these Business Employees that is associated with service for and compensation earned from Columbia or an Affiliate for the period beginning on the Distribution Date and ending on December 31, 2015. In addition, on or as soon as administratively practicable after the Distribution Date, a pro rata share of all unallocated amounts whom assets (including but not limited to any forfeiture accounts, revenue sharing credit accounts or other unallocated accounts held under the NiSource RSP immediately prior to the Distribution Datenotes) shall be transferred from the NiSource RSP Trust to the Columbia RSP Trust, determined based upon the ratio of the number of all Business Employees actively participating in the NiSource RSP immediately prior to the Distribution Date to the number of all employees actively participating in the NiSource RSP immediately prior to the Distribution Date. Assets transferred pursuant to this paragraph shall be in cash or in kind, including shares of securities, promissory notes evidencing outstanding plan loans, NiSource Shares or Columbia Shares, and such transfer shall be made in accordance with Section 414(l) of the Code. Liabilities under any qualified domestic relations orders (as defined in Section 414(p) of the Code) received with respect to any accounts transferred to the Columbia RSP shall be transferred to and assumed by the Columbia RSP at the time such assets attributable to such accounts are transferred. NiSource shall transfer to Columbia, and Columbia shall accept any promissory notes, including outstanding loan balances, of Business Employees in the NiSource RSP, and Columbia shall continue to process any plan loans transferred from the NiSource RSP to the Columbia RSP. All beneficiary designations made by Business Employees and by survivors and beneficiaries of Deceased Business Employees under the NiSource RSP shall, to the extent applicable, be transferred to, and be in full force and effect under, the Columbia RSP until such beneficiary designations are subsequently replaced or revoked by the Business Employee (or the survivor or beneficiary of the Deceased Business Employee) who made the beneficiary designation (or his legally recognized agent). Except as noted above with respect to profit sharing contribution liabilities relating to 2015, on and after the Distribution Date, Columbia shall assume and thereafter be solely responsible for all then existing and future employer liabilities related to such Business Employees and survivors and beneficiaries of Deceased Business Employees under the Columbia RSP and the administration thereof and the NiSource Parties shall have no liability whatsoever therefor.

Defined Contribution Plans. (a) Establishment Effective as of the Columbia Retirement Savings Plan. Effective on Closing, New Mylan shall, with respect to any Transferred Employee whose defined contribution obligation in one or before more of the Distribution Datedefined contribution plans maintained by Xxxxxx or its Continuing Affiliates is required to be assumed or retained by an Acquired Company or an Acquired Company Subsidiary under applicable Law as a result of the transactions contemplated by this Agreement (collectively, Columbia shall adoptthe “Xxxxxx Transferor DC Plans”), establish and maintain a 401(kor designate defined contribution plans (collectively, the “New Mylan Transferee DC Plans”) profit sharing plan and trust for the benefit of employees such Transferred Employees. The Transferred Employees whose defined contribution obligation in one or more of the Columbia Parties that defined contribution plans maintained by Xxxxxx or its Continuing Affiliates is substantially similar to the NiSource RSP and is intended required to be qualified under Section 401(a) of the Code and exempt from federal income tax under Section 501(a) of the Code (assumed or retained by an Acquired Company or an Acquired Company Subsidiary are referred to hereinafter as the “Columbia RSPXxxxxx Transferred DC Employees”). As soon as practicable after the adoption of the Columbia RSP, or as otherwise required under Revenue Procedure 2007-44, Columbia The Xxxxxx Transferred DC Employees shall submit an application to the IRS for a determination that the Columbia RSP is qualified under Section 401(a) of the Code and that the related Columbia RSP Trust is exempt from federal income tax under Section 501(a) of the Code, and shall take any actions not inconsistent with Columbia’s other general commitments contained in this Agreement and make any amendments necessary to receive such determination. As of the Distribution Date, each Business Employee employed by the Columbia Parties (and any survivor or beneficiary of a Deceased Business Employee who is entitled to a benefit be given credit under the NiSource RSP immediately prior to respective New Mylan Transferee DC Plan for all service with and compensation from Xxxxxx or its Affiliates as if it were service with and compensation from New Mylan for purposes of determining eligibility, vesting and the Distribution Date) shall be eligible to participate in the Columbia RSP, which shall recognize the service amount of such Business Employee with NiSource and its Subsidiaries in accordance with Section 7.04any benefits or benefit accruals under each respective New Mylan Transferee DC Plan. (b) Transfer of Assets from NiSourceWith respect to an Xxxxxx Transferor DC Plan, Inc. Retirement Savings Plan. On or as soon as administratively practicable after the Distribution Date, NiSource Xxxxxx shall cause the NiSource RSP Trust to transfer under each such Xxxxxx Transferor DC Plan to the Columbia RSP Trust corresponding New Mylan Transferee DC Plan of cash or cash equivalents equal to the actual account balances of the Xxxxxx Transferred DC Employees under each such Xxxxxx Transferor DC Plan or contracts, agreements or policies with or assets having a value held by an external provider as of the Closing or such greater amount as is required by the applicable valuation date that regulatory authority having jurisdiction over the Xxxxxx Transferor DC Plan in order to obtain approval of such transfer (the “DC Transfer Amount”). The transfer of the DC Transfer Amounts shall be subject to such consents, approvals and other legal requirements as may apply under applicable Law. New Mylan shall cause the DC Transfer Amounts to be accepted by such plans. To the extent an Xxxxxx Transferor DC Plan is equal not required to be funded by applicable Law and is not voluntarily funded as of the Closing, there shall be no transfer of assets. (c) The DC Transfer Amount to be transferred, if any, from the respective Xxxxxx XX Plan shall be equitably adjusted to take into account benefit payments made from the respective Xxxxxx Transferor DC Plan to the value of the account balances of, and accrued liabilities (including any outstanding loan balances) with respect to, all Business Xxxxxx Transferred DC Employees and all survivors and beneficiaries of all Deceased Business Employees with an account balance under the NiSource RSP as of such valuation date. “Accrued liabilities” for these purposes shall include employer matching contributions and nondiscretionary employer profit sharing contributions deposited to the NiSource RSP Trust on a per payroll basis for any Business Employee that was accrued prior to the transfer of assets from the NiSource RSP Trust to the Columbia RSP Trust. Notwithstanding the foregoing, with respect to any discretionary profit sharing contributions payable to Business Employees for the 2015 calendar year and to be paid after the end of the 2015 calendar year, (i) NiSource and Columbia shall determine the amount of any employer profit sharing contribution, including the identification of Business Employees who satisfy the eligibility requirements for such profit sharing contribution under the Columbia RSP as of December 31, 2015 and who would have satisfied such requirements under the NiSource RSP Closing but for the Distribution, (ii) NiSource shall make a cash payment to Columbia equal to the portion of such contribution that is associated with service for and compensation earned prior to the date of transfer and for any earnings and losses on such amount during such period. The transfer of the DistributionDC Transfer Amount, if any, shall take place within ninety (90) days after the Closing Date. (d) At the times of the transfers of the DC Transfer Amounts (or if there is no transfer of assets with such payment respect to a particular plan because the plan is not required to be made on or before funded under applicable Law and is not voluntarily funded at the due date for such contribution Closing), New Mylan and the New Mylan Transferee DC Plans shall assume all Liabilities under the terms corresponding Xxxxxx Transferor DC Plan in respect of the Code Xxxxxx Transferred DC Employees whose benefits are transferred, and Xxxxxx and its Continuing Affiliates and the Columbia RSP and (iii) Columbia corresponding Xxxxxx Transferor DC Plans shall contribute be relieved of all Liabilities to provide benefits under the Xxxxxx Transferor DC Plans to the Columbia RSP Xxxxxx Transferred DC Employees whose benefits are transferred. From and after the full amount date of such contribution. Columbia shall applicable transfer of the DC Transfer Amounts (or if there is no transfer of assets with respect to a particular plan because the plan is not required to be solely responsible for funded under applicable Law, as of the Closing), New Mylan agrees to indemnify and shall determine the amount of hold harmless Xxxxxx and its Continuing Affiliates and its and their officers, directors, employees, and agents from and against any discretionary profit sharing contribution payable to these Business Employees that is associated with service for and compensation earned from Columbia or an Affiliate for the period beginning on the Distribution Date and ending on December 31all costs, 2015. In additiondamages, on or as soon as administratively practicable after the Distribution Datelosses, a pro rata share of all unallocated amounts (including but not limited to any forfeiture accountsexpenses, revenue sharing credit accounts or other unallocated accounts held Liabilities arising out of or related to the Xxxxxx Transferred DC Employees whose benefits under the NiSource RSP immediately prior Xxxxxx Transferor DC Plans are transferred to the Distribution Date) shall be transferred from New Mylan Transferee DC Plans, or the NiSource RSP Trust to the Columbia RSP Trusttransfer of benefits, determined based upon the ratio of the number of all Business Employees actively participating in the NiSource RSP immediately prior to the Distribution Date to the number of all employees actively participating in the NiSource RSP immediately prior to the Distribution Date. Assets transferred assets and Liabilities pursuant to this paragraph shall be in cash Section 8.5, or in kind, including shares the cessation of securities, promissory notes evidencing outstanding plan loans, NiSource Shares or Columbia Shares, and such transfer shall be made in accordance with Section 414(l) of the Code. Liabilities under any qualified domestic relations orders (as defined in Section 414(p) of the Code) received with respect to any accounts transferred to the Columbia RSP shall be transferred to and assumed by the Columbia RSP at the time such assets attributable to such accounts are transferred. NiSource shall transfer to Columbia, and Columbia shall accept any promissory notes, including outstanding loan balances, of Business Employees participation in the NiSource RSP, and Columbia shall continue to process any plan loans transferred from the NiSource RSP to the Columbia RSP. All beneficiary designations made by Business Employees and by survivors and beneficiaries of Deceased Business Employees under the NiSource RSP shall, to the extent applicable, be transferred to, and be Xxxxxx Transferor DC Plans in full force and effect under, the Columbia RSP until such beneficiary designations are subsequently replaced or revoked by the Business Employee (or the survivor or beneficiary of the Deceased Business Employee) who made the beneficiary designation (or his legally recognized agent). Except as noted above with respect to profit sharing contribution liabilities relating to 2015, on and after the Distribution Date, Columbia shall assume and thereafter be solely responsible for all then existing and future employer liabilities related to such Business Employees and survivors and beneficiaries of Deceased Business Employees under the Columbia RSP and the administration thereof and the NiSource Parties shall have no liability whatsoever thereforconnection therewith.

Defined Contribution Plans. (a) Establishment On the Closing Date or as soon as practicable thereafter, Seller shall (i) cause the trustee of the Columbia Retirement Savings United Dominion Industries, Inc. Compass Plan and the United Dominion Industries, Inc. Compass Plan for Hourly Employees (each a "Seller DC Plan. Effective on or before ") to segregate the Distribution assets of such Seller DC Plan representing the full account balances of Transferred Employees covered by such Plan as of the Closing Date, Columbia (ii) make any and all filings and submissions to the appropriate governmental agencies arising in connection with such segregation of assets and (iii) make all necessary amendments to each Seller DC Plan and related trust agreement to provide for such segregation of assets and the transfer of assets as described below. The manner in which the account balances of Transferred Employees under the Seller DC Plans are invested shall adoptnot be affected by such segregation of assets. 41 (b) Prior to the Closing Date or as soon as practicable thereafter, Purchaser shall establish and maintain a 401(k) profit sharing plan and trust or designate one or more defined contribution plans for the benefit of employees of Transferred Employees covered under each Seller DC Plan (each a "Purchaser DC Plan"), shall take all necessary action, if any, to qualify such plan under the Columbia Parties that is substantially similar to the NiSource RSP and is intended to be qualified under Section 401(a) applicable provisions of the Code and exempt from federal income tax under Section 501(a) Purchaser and Seller shall make any and all filings and submissions to the appropriate governmental agencies required to be made by it in connection with the transfer of the Code (the “Columbia RSP”)assets described below. As soon as practicable after following the adoption earlier of the Columbia RSPdelivery to Seller of a favorable determination letter from the Internal Revenue Service regarding the qualified status of each Purchaser DC Plan or the issuance of indemnities satisfactory to Seller and Purchaser, Seller shall cause the trustee of the Seller DC Plan to transfer the full account balances, including outstanding loan balances of the Transferred Employees under the Seller DC Plan (which account balances will have been credited with appropriate earnings or as otherwise required under Revenue Procedure 2007-44, Columbia shall submit an application losses attributable to the IRS period from the Closing Date to the date of transfer), reduced by any necessary benefit or withdrawal payments to or in respect of Transferred Employees occurring during the period from the Closing Date to the date of transfer, to the appropriate trustee as designated by Purchaser under the trust agreement forming a part of the Purchaser DC Plan. Any Transferred Employee who is employed on December 31, 1997 and who has completed 1,000 hours of service with Seller and/or Purchaser during the 1997 plan year shall be entitled to a matching employer contribution under the Seller DC Plan and/or the Purchaser DC Plan. The expense for the 1997 plan year matching employer contribution with respect to the Transferred Employees shall be allocated between Seller and Purchaser based on the percentage of the plan year between January 1, 1997 and the Closing Date (which shall be Seller's allocable share of such expense) and the percentage of the plan year from the Closing Date through December 31, 1997 (which shall be Purchaser's allocable share of such expense). If one of the parties makes the entire matching employer contribution for the 1997 plan year on behalf of the Transferred Employees, the other party shall reimburse the contributing party for its allocable share of such contribution within two business days after such contribution is finally determined by the parties. Notwithstanding anything to the contrary contained herein, unless waived by the Purchaser, the Purchaser shall not be obligated to effect the trustee-to-trustee transfer contemplated herein from any Seller DC Plan to a determination Purchaser DC Plan unless Purchaser determines that the Columbia RSP inclusion of the installment method for payment of benefits is qualified under the only amendment that Purchaser would have to make to Purchaser DC Plan(s) in order to satisfy the provisions of Section 401(a411(d)(6) of the Code and that in connection with the related Columbia RSP Trust is exempt from federal income tax under Section 501(a) of the Code, and shall take any actions not inconsistent with Columbia’s other general commitments contained in this Agreement and make any amendments necessary to receive such determination. As of the Distribution Date, each Business Employee employed by the Columbia Parties (and any survivor or beneficiary of a Deceased Business Employee who is entitled to a benefit under the NiSource RSP immediately prior to the Distribution Date) shall be eligible to participate in the Columbia RSP, which shall recognize the service of such Business Employee with NiSource and its Subsidiaries in accordance with Section 7.04trustee-to-trustee transfer contemplated herein. (bc) Transfer In consideration for the transfer of Assets from NiSourceassets described herein, Inc. Retirement Savings Plan. On or as soon as administratively practicable after the Distribution Dateeach Purchaser DC Plan shall, NiSource shall cause the NiSource RSP Trust to transfer to the Columbia RSP Trust assets having a value effective as of the applicable valuation date that is equal to of transfer described herein, assume all of the value obligations of Seller and any of its ERISA Affiliates in respect of the account balances of, and accrued liabilities accumulated by Transferred Employees under each Seller DC Plan (including any outstanding loan balances) with respect to, all Business Employees and all survivors and beneficiaries of all Deceased Business Employees with an account balance under the NiSource RSP as of such valuation date. “Accrued liabilities” for these purposes shall include employer matching contributions and nondiscretionary employer profit sharing contributions deposited to the NiSource RSP Trust on a per payroll basis for any Business Employee that was accrued prior to the transfer of assets from the NiSource RSP Trust to the Columbia RSP Trust. Notwithstanding the foregoing, with respect to any discretionary profit sharing contributions payable to Business Employees for the 2015 calendar year and to be paid after the end of the 2015 calendar year, (i) NiSource and Columbia shall determine the amount exclusive of any employer profit sharing contribution, including the identification of Business Employees who satisfy the eligibility requirements for such profit sharing contribution under the Columbia RSP as of December 31, 2015 and who would have satisfied such requirements under the NiSource RSP but for the Distribution, (ii) NiSource shall make a cash payment to Columbia equal to the portion of such contribution that is associated with service for and compensation earned account balances which are paid or otherwise withdrawn prior to the date of the Distribution, with such payment to be made transfer) on or before the due date for such contribution under the terms of the Code and the Columbia RSP and (iii) Columbia shall contribute to the Columbia RSP the full amount of such contribution. Columbia shall be solely responsible for and shall determine the amount of any discretionary profit sharing contribution payable to these Business Employees that is associated with service for and compensation earned from Columbia or an Affiliate for the period beginning on the Distribution Date and ending on December 31, 2015. In addition, on or as soon as administratively practicable after the Distribution Date, a pro rata share of all unallocated amounts (including but not limited to any forfeiture accounts, revenue sharing credit accounts or other unallocated accounts held under the NiSource RSP immediately prior to the Distribution Closing Date) shall be transferred from the NiSource RSP Trust to the Columbia RSP Trust, determined based upon the ratio . In consideration of the number transfer described in this Section, periods of all Business employment by the Transferred Employees actively participating in the NiSource RSP immediately with Seller prior to the Distribution Closing Date to the number of all employees actively participating in the NiSource RSP immediately prior to the Distribution Date. Assets transferred pursuant to this paragraph shall be in cash or in kindtaken into account for purposes of determining eligibility for participation, including shares vesting of securities, promissory notes evidencing outstanding benefits and eligibility for employer matching contributions for plan loans, NiSource Shares or Columbia Shares, and such transfer shall be made in accordance with Section 414(l) of the Code. Liabilities under any qualified domestic relations orders (as defined in Section 414(p) of the Code) received with respect to any accounts transferred to the Columbia RSP shall be transferred to and assumed by the Columbia RSP at the time such assets attributable to such accounts are transferred. NiSource shall transfer to Columbia, and Columbia shall accept any promissory notes, including outstanding loan balances, of Business Employees in the NiSource RSP, and Columbia shall continue to process any plan loans transferred from the NiSource RSP to the Columbia RSP. All beneficiary designations made by Business Employees and by survivors and beneficiaries of Deceased Business Employees year 1997 under the NiSource RSP shallPurchaser's DC Plans, but only to the extent applicable, be transferred to, and be in full force and effect under, such periods were taken into account for such purposes under the Columbia RSP until such beneficiary designations are subsequently replaced or revoked by the Business Employee (or the survivor or beneficiary Seller's DC Plans as of the Deceased Business Employee) who made the beneficiary designation (or his legally recognized agent)Closing Date. Except as noted above with respect to profit sharing contribution liabilities relating to 2015, on and after the Distribution Date, Columbia Neither Purchaser nor any of its affiliates shall assume any other obligations or liabilities arising under or attributable to any Seller DC Plan, which obligations and thereafter liabilities shall be solely responsible for all then existing and future employer liabilities related to such Business Employees and survivors and beneficiaries of Deceased Business Employees under the Columbia RSP and the administration thereof and the NiSource Parties shall have no liability whatsoever thereforExcluded Liabilities.

Defined Contribution Plans. (a) Establishment Masco shall retain all Liabilities and obligations to the extent relating to, arising out of or resulting from benefits accrued by each Masco Employee under the Columbia Retirement Savings Plan. Masco Defined Contribution Plans. (b) Effective on or before as of not later than Immediately after the Distribution Date, Columbia TopBuild or a TopBuild ERISA Affiliate shall adopt, establish and maintain a 401(k) profit sharing plan and trust adopt one or more savings plans for the benefit of employees of the Columbia Parties that is substantially similar to the NiSource RSP and is TopBuild Employees intended to be qualified qualify under Section 401(a) of the Code and exempt from federal income tax under Section 501(a) of the Code (the “Columbia RSPTopBuild DC Plan”). As soon as practicable after the adoption of the Columbia RSP, or as otherwise required under Revenue Procedure 2007-44, Columbia shall submit an application to the IRS for a determination that the Columbia RSP is qualified under Section 401(a) of the Code and that the related Columbia RSP Trust is exempt from federal income tax under Section 501(a) of the Code, and shall take any actions not inconsistent with Columbia’s other general commitments contained in this Agreement and make any amendments necessary to receive such determination. As of the Distribution Date, each Business Employee employed by the Columbia Parties (and any survivor or beneficiary of a Deceased Business Employee who is entitled to a benefit under the NiSource RSP immediately prior to the Distribution Date) shall be eligible to participate in the Columbia RSP, which shall recognize the service of such Business Employee with NiSource and its Subsidiaries in accordance with Section 7.04. (b) Transfer of Assets from NiSource, Inc. Retirement Savings Plan. On or as soon as administratively practicable after the Distribution Date, NiSource shall cause the NiSource RSP Trust to transfer to the Columbia RSP Trust assets having a value as of the applicable valuation date that is equal to the value of the account balances of, and accrued liabilities (including any outstanding loan balances) with respect to, all Business Employees and all survivors and beneficiaries of all Deceased Business Employees with an account balance under the NiSource RSP as of such valuation date. “Accrued liabilities” for these purposes shall include employer matching contributions and nondiscretionary employer profit sharing contributions deposited to the NiSource RSP Trust on a per payroll basis for any Business Employee that was accrued prior to the transfer of assets from the NiSource RSP Trust to the Columbia RSP Trust. Notwithstanding the foregoing, with respect to any discretionary profit sharing contributions payable to Business Employees for the 2015 calendar year and to be paid after Not later than the end of the 2015 calendar yearyear in which the Distribution Date occurs or as soon following the Distribution Date as is reasonably practicable, (i1) NiSource and Columbia Masco shall determine cause the amount Masco Defined Contribution Plan accounts of any employer profit sharing contribution, including all TopBuild Employees which are held by the identification of Business Employees who satisfy the eligibility requirements for such profit sharing contribution under the Columbia RSP as of December 31, 2015 and who would have satisfied such requirements under the NiSource RSP but for the Distribution, (ii) NiSource shall make a cash payment applicable Masco Defined Contribution Plan’s related trust to Columbia equal be transferred to the portion TopBuild DC Plan and its related trust, and TopBuild shall cause those transferred accounts (all of such contribution that is associated with service for and compensation earned prior to the date of the Distribution, with such payment which shall remain 100% vested) to be made on or before accepted by the due date for such contribution under the terms of the Code TopBuild DC Plan and the Columbia RSP its related trust, and (iii2) Columbia the TopBuild DC Plan shall contribute to the Columbia RSP the full amount of such contribution. Columbia shall assume and be solely responsible for Liabilities only with respect to transferred accounts of such TopBuild Employees (all such assumed liabilities, “TopBuild DC Plan Liabilities”). Such transfer of accounts and shall determine the amount of any discretionary profit sharing contribution payable to these Business Employees that is associated with service for and compensation earned from Columbia or an Affiliate for the period beginning on the Distribution Date and ending on December 31, 2015. In addition, on or as soon as administratively practicable after the Distribution Date, a pro rata share of all unallocated amounts (including but not limited to any forfeiture accounts, revenue sharing credit accounts or other unallocated accounts held under the NiSource RSP immediately prior to the Distribution Date) related trust assets shall be transferred from the NiSource RSP Trust to the Columbia RSP Trust, determined based upon the ratio of the number of all Business Employees actively participating in the NiSource RSP immediately prior to the Distribution Date to the number of all employees actively participating in the NiSource RSP immediately prior to the Distribution Date. Assets transferred pursuant to this paragraph shall be in cash or in in-kind, including shares of securities, promissory notes evidencing outstanding plan loans, NiSource Shares or Columbia Shares, and such transfer shall be made mapped to investment choices in accordance with Section 414(l) of the Code. Liabilities under any qualified domestic relations orders (as defined in Section 414(p) of the Code) received with respect to any accounts transferred TopBuild DC Plan trust which are comparable to the Columbia RSP investment choices which TopBuild Employees had designated under the Masco Defined Contribution Plan to the maximum extent practicable and shall not favor participants who are Masco Employees over participants who are TopBuild Employees. Any TopBuild DC Plan fund relating to Masco Common Stock shall be transferred administered so as to and assumed by the Columbia RSP at the time such assets attributable to such accounts are transferred. NiSource shall transfer to Columbiapermit transfers out of, and Columbia shall accept any promissory notes, including outstanding loan balances, of Business Employees in the NiSource RSP, and Columbia shall continue to process any plan loans transferred from the NiSource RSP to the Columbia RSP. All beneficiary designations made by Business Employees and by survivors and beneficiaries of Deceased Business Employees under the NiSource RSP shall, to the extent applicable, be transferred but not additions to, and be in full force and effect under, the Columbia RSP until such beneficiary designations are subsequently replaced or revoked by the Business Employee (or the survivor or beneficiary of the Deceased Business Employee) who made the beneficiary designation (or his legally recognized agent). Except as noted above with respect to profit sharing contribution liabilities relating to 2015, on and after the Distribution Date, Columbia shall assume and thereafter be solely responsible for all then existing and future employer liabilities related to such Business Employees and survivors and beneficiaries of Deceased Business Employees under the Columbia RSP and the administration thereof and the NiSource Parties shall have no liability whatsoever thereforfund.

Defined Contribution Plans. (a) (i) Establishment Effective as of the Columbia Retirement Savings Plan. Effective on Closing, Buyer shall cover (or before the Distribution Date, Columbia shall adopt, establish and maintain cause to be covered) each Non-Union Transferred Employee under a 401(k) profit sharing defined contribution plan and trust for the benefit of employees of the Columbia Parties that is substantially similar to the NiSource RSP and is intended to be qualified qualify under Section 401(a) of the Code and exempt from federal income tax its related trust (the “Buyer DC Plan”) on a basis at least comparable to the basis on which similarly situated employees of Buyer or its Affiliates participate in the Buyer DC Plan and on terms and conditions that reflect the service credit provisions of Section 9.05. Buyer agrees to cause the Buyer DC Plan to provide for a supplemental employer profit sharing contribution (the “Profit Sharing Contribution”) to be allocated to each Non-Union Transferred Employee who is a participant in the Buyer DC Plan (a “Non-Union Transferred Participant”). The Profit Sharing Contribution shall be made only for the plan year of the Buyer DC Plan in which the Closing Date occurs and the next following plan year of the Buyer DC Plan and shall be allocated as of the last day of the applicable plan year of the Buyer DC Plan. For the plan year of the Buyer DC Plan in which the Closing Date occurs, the Profit Sharing Contribution shall equal 2.7% of each eligible Non-Union Transferred Participant’s compensation (as defined under the Buyer DC Plan) for such plan year and, for the next following plan year of the Buyer DC Plan, the Profit Sharing Contribution shall equal the Adjusted Profit Sharing Contribution Percentage of each eligible Non-Union Transferred Participant’s compensation for such plan year. For each such plan year of the Buyer DC Plan: (A) all of the Non-Union Transferred Participants who are not highly compensated employees (as defined in Section 501(a414(q) of the Code Code) for such plan year shall be eligible for the Profit Sharing Contribution for such plan year, and (the “Columbia RSP”). As soon as practicable after the adoption B) one or more of the Columbia RSP, or as otherwise required under Revenue Procedure 2007Non-44, Columbia Union Transferred Participants who are highly compensated employees for such plan year shall submit an application be eligible for the Profit Sharing Contribution for such plan year only to the IRS extent the Profit Sharing Contribution, if made, shall satisfy the tax qualification requirements applicable to the Buyer DC Plan (including, without limitation, the requirements of Sections 401(a)(4) and 410(b) of the Code), as reasonably determined by Buyer. Nothing contained in this Agreement shall obligate Buyer to cause the Buyer DC Plan to provide for the Profit Sharing Contribution or any other supplemental employer contribution in respect of any Non-Union Transferred Participant’s compensation for any other plan year of the Buyer DC Plan. (ii) Effective as of the Closing, each Non-Union Transferred Employee shall cease to be an active participant in the Thrift Plan for Employees of Xxxxxx Oil Corporation (As Restated Generally Effective January 1, 2002 Including Amendments Made Between 2002 and 2008), an Employee Plan that is a determination that the Columbia RSP is qualified defined contribution plan intended to qualify under Section 401(a) of the Code and its related trust (the “Seller DC Plan”); provided that the related Columbia RSP Trust is exempt from federal income tax under Section 501(a) as of the CodeClosing, and Seller shall take any all actions not inconsistent with Columbia’s other general commitments contained in this Agreement and make any amendments necessary to receive cause all Non-Union Transferred Employees to be fully vested in their accrued benefits under the Seller DC Plan. Seller and the Seller DC Plan shall retain all assets and liabilities under the Seller DC Plan, including responsibility for all benefits with respect to each such determination. As Non-Union Transferred Employee in respect of the Distribution Date, each Business Employee employed by the Columbia Parties (and any survivor or beneficiary of a Deceased Business Employee who is entitled to a benefit under the NiSource RSP immediately period prior to the Distribution Date) shall be eligible to participate in Closing under the Columbia RSP, which shall recognize the service of such Business Employee with NiSource and its Subsidiaries in accordance with Section 7.04. Seller DC Plan (b) Transfer of Assets from NiSource, Inc. Retirement Savings Plan. On or as soon as administratively practicable after the Distribution Date, NiSource shall cause the NiSource RSP Trust to transfer except to the Columbia RSP Trust assets having a value as extent of the applicable valuation date that is equal any “direct rollover” to the value of the account balances ofBuyer DC Plan, as provided below), and accrued liabilities (including Seller shall retain all liability for any outstanding loan balances) with respect to, all Business Employees and all survivors and beneficiaries of all Deceased Business Employees with an account balance under the NiSource RSP as of such valuation date. “Accrued liabilities” for these purposes shall include employer matching contributions and nondiscretionary employer profit sharing contributions deposited to the NiSource RSP Trust on a per payroll basis for any Business Employee that was accrued prior to the transfer of assets from the NiSource RSP Trust to the Columbia RSP Trust. Notwithstanding the foregoing, with respect to any discretionary profit sharing contributions payable to Business Employees for the 2015 calendar year and to be paid after the end of the 2015 calendar year, (i) NiSource and Columbia shall determine the amount of any employer profit sharing contribution, including the identification of Business Employees who satisfy the eligibility requirements for such profit sharing contribution under the Columbia RSP as of December 31, 2015 and who would have satisfied such requirements under the NiSource RSP but for the Distribution, (ii) NiSource shall make a cash payment to Columbia equal to the portion of such contribution that is associated with service for and compensation earned prior to the date of the Distribution, with such payment required to be made on or before to the due date for such contribution Seller DC Plan under the terms of the Code and the Columbia RSP and Seller DC Plan or Applicable Law. (iii) Columbia shall contribute to Effective as of the Columbia RSP Closing or at any time thereafter reasonably requested by Buyer (but not later than the full amount of such contribution. Columbia 60th day following the Closing Date), a Non-Union Transferred Employee shall be solely responsible for and shall determine the amount of any discretionary profit sharing contribution payable eligible to these Business Employees that is associated with service for and compensation earned from Columbia or an Affiliate for the period beginning on the Distribution Date and ending on December 31, 2015. In addition, on or as soon as administratively practicable after the Distribution Date, effect a pro rata share of all unallocated amounts (including but not limited to any forfeiture accounts, revenue sharing credit accounts or other unallocated accounts held under the NiSource RSP immediately prior to the Distribution Date) shall be transferred from the NiSource RSP Trust to the Columbia RSP Trust, determined based upon the ratio of the number of all Business Employees actively participating in the NiSource RSP immediately prior to the Distribution Date to the number of all employees actively participating in the NiSource RSP immediately prior to the Distribution Date. Assets transferred pursuant to this paragraph shall be in cash or in kind, including shares of securities, promissory notes evidencing outstanding plan loans, NiSource Shares or Columbia Shares, and such transfer shall be made in accordance with Section 414(l) of the Code. Liabilities under any qualified domestic relations orders “direct rollover” (as defined described in Section 414(p401(a)(31) of the Code) received with respect to any accounts transferred of an “eligible rollover distribution” (as described in Section 402(f)(2)(A) of the Code) of his or her account balances (including participant loans) under the Seller DC Plan to the Columbia RSP shall be transferred to and assumed by the Columbia RSP at the time such assets attributable to such accounts are transferred. NiSource shall transfer to Columbia, and Columbia shall accept any promissory notes, including outstanding loan balances, of Business Employees Buyer DC Plan in the NiSource RSP, form of cash and Columbia shall continue to process any plan loans transferred from the NiSource RSP to the Columbia RSP. All beneficiary designations made by Business Employees and by survivors and beneficiaries of Deceased Business Employees under the NiSource RSP shall, to the extent applicable, be transferred to, and be in full force and effect under, the Columbia RSP until such beneficiary designations are subsequently replaced or revoked by the Business Employee participant loan notes. (or the survivor or beneficiary of the Deceased Business Employeeiv) who made the beneficiary designation (or his legally recognized agent). Except as noted above with respect to profit sharing contribution liabilities relating to 2015, on and after the Distribution Date, Columbia shall assume and thereafter be solely responsible for all then existing and future employer liabilities related to such Business Employees and survivors and beneficiaries of Deceased Business Employees under the Columbia RSP and the administration thereof and the NiSource Parties Buyer shall have no obligation or liability whatsoever thereforunder the Seller DC Plan and Seller shall defend, indemnify and hold harmless Buyer and its Affiliates against any and all claims, loss, liability or expense under or relating to the Seller DC Plan or arising out of any Transferred Employee’s participation in the Seller DC Plan, including claims for benefits under the Seller DC Plan.