Common use of INCENTIVE, STOCK AND OTHER PLANS Clause in Contracts

INCENTIVE, STOCK AND OTHER PLANS. With respect to each of CNG's 1991 Stock Incentive Plan, 1997 Stock Incentive Plan, 1995 Employee Stock Incentive Plan, Non-Employee Directors Restricted Stock Plan and Employee Stock Ownership Plan and each other employee benefit plan, program or arrangement under which the delivery of CNG Common Stock is required to be used for purposes of the payment of benefits, grant of awards or exercise of options (each a "Stock Plan"), at the election of DRI, either (A) (i) DRI and CNG shall take such action as may be necessary so that, after the Effective Time, such Stock Plan shall provide for the issuance only of DRI Common Stock and, with respect to outstanding options and/or awards, provide that the holder thereof shall be entitled to a number of shares of DRI Common Stock equal to the number such holder would have received if such option or award had been exercised prior to the Effective Date with appropriate adjustments to the exercise price and (ii) DRI shall (x) take all corporate action necessary or appropriate to obtain shareholder approval with respect to such Stock Plan to the extent such approval is required for purposes of the Code or other applicable law, or, to the extent DRI deems it desirable, to enable such Stock Plan to comply with Rule 16b-3 promulgated under the Exchange Act, (y) reserve for issuance under such Stock Plan or otherwise provide a sufficient number of shares of DRI Common Stock for delivery upon payment of benefits, grants of awards or exercise of options under such Stock Plan and (z) as soon as practicable after the Effective Time, file one or more registration statements under the Securities Act with respect to the shares of DRI Common Stock subject to such Stock Plan to the extent such filing is required under applicable law and use its best efforts to maintain the effectiveness of such registration statement(s) (and the current status of the prospectuses contained therein or related thereto) so long as such benefits, grants or awards remain payable or such options remain outstanding, as the case may be, or (B) DRI and CNG shall use their respective best efforts to take such action as may be necessary so that, at the Effective Time, all benefits, grants of awards and options are converted to the right to receive at the Effective Time a number of shares of DRI Common Stock having a value equal to the fair value of each such benefit, grant of award or option as determined in good faith by DRI, and based on the closing sales price of DRI Common Stock as reported under "NYSE Composit Transaction Reports" in The Wall Street Journal on the day immediately prior to the Effective Time. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the Exchange Act, DRI shall administer the Stock Plans, where applicable, in a manner that complies with Rule 16b-3 under the Exchange Act. DRI shall obtain any shareholder approvals that may be necessary for the deduction of any compensation payable under any Stock Plan or other compensation arrangement.

INCENTIVE, STOCK AND OTHER PLANS. With respect to each of CNGNCE's 1991 Stock Incentive Plan, 1997 Stock Incentive Plan, 1995 Employee Stock Incentive Plan, Non-Employee Directors Restricted Stock Equity Plans and the NCE Dividend Reinvestment and Cash Payment Plan and Employee Stock Ownership Plan and each other employee benefit plan, program or arrangement under which the delivery of CNG Common Stock is required to be used for purposes of the payment of benefits, grant of awards or exercise of options (each a "Stock Plan"), at the election of DRI, either " (Aa) (i) DRI NSP and CNG NCE shall take such action as may be necessary so that, after the Effective Time, such Stock Plan shall provide for the issuance only of DRI NSP Common Stock andwith appropriate adjustments to reflect the Conversion Ratio, provided that with respect to each Stock Plan pursuant to which options to purchase NCE Common Stock ("NCE Options") are outstanding options and/or awardsimmediately prior to the Effective Time, provide that each NCE Option shall entitle the holder thereof to purchase the number of NSP Shares that is equal to the product of (i) the number of NCE Shares subject to such option immediately prior to the Effective Time and (ii) the Conversion Ratio; and the exercise price per NSP Share subject to such option shall be entitled equal to a (i) the exercise price per NCE Share immediately prior to the Effective Time divided by (ii) the Conversion Ratio. Notwithstanding the foregoing, the number of shares of DRI NSP Common Stock equal deliverable upon exercise of a NCE Option at and after the Effective Time as contemplated by the foregoing paragraph shall be rounded, if necessary, to the number such holder would have received nearest whole share, and the exercise price with respect thereto shall be rounded, if such option or award had been exercised necessary, to the nearest one one-hundredth of a cent. Other than as provided in the following paragraph and in the prior sentence of this paragraph, as of and after the Effective Time, each NCE Option shall be subject to the same terms and conditions as in effect immediately prior to the Effective Date with appropriate adjustments Time, but giving effect to the exercise price and Merger. (iib) DRI NSP shall (xi) take all corporate action necessary or appropriate to obtain shareholder approval with respect to such Stock Plan to the extent such approval is required for purposes of the Code or other otherwise required under applicable law, or, to the extent DRI NSP deems it desirable, to enable such Stock Plan to comply with provide appropriate exemptions under Rule 16b-3 promulgated under the Exchange Act, (yii) reserve for issuance under such Stock Plan or otherwise provide a sufficient number of shares of DRI NSP Common Stock for delivery upon payment of benefits, grants of awards or exercise of options under such Stock Plan and (ziii) as soon as practicable after the Effective Time, file one or more registration statements under the Securities Act with respect to the shares of DRI NSP Common Stock subject to such Stock Plan to the extent such filing is required under applicable law and use its reasonable best efforts to maintain the effectiveness of such registration statement(s) (and the current status of the prospectuses contained therein or related thereto) so long as such benefits, grants or awards remain payable or such options remain outstanding, as the case may be, or (B) DRI and CNG shall use their respective best efforts to take such action as may be necessary so that, at the Effective Time, all benefits, grants of awards and options are converted to the right to receive at the Effective Time a number of shares of DRI Common Stock having a value equal to the fair value of each such benefit, grant of award or option as determined in good faith by DRI, and based on the closing sales price of DRI Common Stock as reported under "NYSE Composit Transaction Reports" in The Wall Street Journal on the day immediately prior to the Effective Time. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the Exchange Act, DRI NSP shall administer the Stock Plans, where applicable, in a manner that complies with Rule 16b-3 under the Exchange Act. DRI shall obtain any shareholder approvals that may be necessary for the deduction of any compensation payable under any Stock Plan or other compensation arrangement.

INCENTIVE, STOCK AND OTHER PLANS. With respect to each of CNG's 1991 Stock Incentive Plan, 1997 Stock Incentive Plan, 1995 Employee Stock Incentive Plan, Non-Employee Directors Restricted Stock Plan the plans and Employee Stock Ownership Plan programs of SIGCORP and Indiana identified in Section 6.3 of the SIGCORP and Indiana Disclosure Schedules that the parties later determine shall survive the Closing and each other employee benefit plan, program or arrangement of the Company under which the delivery of CNG SIGCORP Common Stock, Indiana Common Stock or Company Common Stock, as the case may be, is required to be used for purposes of the payment of benefits, grant of awards or exercise of options (each a "Stock PlanSTOCK PLAN"), at the election of DRI, either (A) , (i) DRI Indiana and CNG SIGCORP shall take such action as may be necessary so that, after the Effective Time, such Stock Plan shall provide for the issuance only of DRI Company Common Stock and, such that: (A) with respect to outstanding options and/or awardsto purchase SIGCORP Common Stock ("SIGCORP STOCK OPTION"), provide that the holder thereof shall be entitled to a number of shares of DRI Company Common Stock purchasable upon exercise of such SIGCORP Stock Option shall be equal to that number of shares of Company Common Stock determined by multiplying the number of shares of SIGCORP Common Stock subject to such SIGCORP Stock Option by the SIGCORP Ratio, rounded, if necessary, to the nearest whole share of Company Common Stock, at a price per share (rounded to the nearest one-hundredth of a cent) equal to the per share exercise price specified in such SIGCORP Stock Option divided by the SIGCORP Ratio; provided, however, that in the case of any SIGCORP Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the option price, the number such holder would have received if of shares subject to such option or award had been exercised and the terms and conditions of exercise of such option shall be determined in a manner consistent with the 4 requirements of Section 424(a) of the Code; and (B) with respect to any restricted stock plan of Indiana (the "INDIANA RESTRICTED STOCK PLANS"), Indiana and the Company shall take such actions as may be necessary so that, at the Effective Time, all restrictions on any restricted stock granted pursuant to the Indiana Restricted Stock Plans shall lapse on the date immediately prior to the Effective Date with appropriate adjustments Time; provided, further, that upon the Effective Time, all shares of stock issued pursuant to the exercise price and Indiana Restricted Stock Plans shall be treated in accordance with Section 2.1 herein. (ii) DRI shall The Company shall: (xA) take all corporate action necessary or appropriate to obtain shareholder approval with respect to such Stock Plan to the extent such approval is required for purposes of the Code or other applicable lawlaw or stock exchange regulation, or, to the extent DRI the Company deems it desirable, to enable such Stock Plan to comply with Rule 16b-3 promulgated under the Exchange Act, ; (yB) reserve for issuance under such Stock Plan or otherwise provide a sufficient number of shares of DRI Company Common Stock for delivery upon payment of benefits, grants of awards or exercise of options under such Stock Plan and Plan; and (zC) as soon as practicable after the Effective Time, file one or more registration statements under the Securities Act with respect to the shares of DRI Company Common Stock subject to such Stock Plan to the extent such filing is required under applicable law and use its best efforts to maintain the effectiveness of such registration statement(s) (and the current status of the prospectuses contained therein or related thereto) so long as such benefits, grants or awards remain payable or such options remain outstanding, as the case may be, or (B) DRI and CNG shall use their respective best efforts to take such action as may be necessary so that, at the Effective Time, all benefits, grants of awards and options are converted to the right to receive at the Effective Time a number of shares of DRI Common Stock having a value equal to the fair value of each such benefit, grant of award or option as determined in good faith by DRI, and based on the closing sales price of DRI Common Stock as reported under "NYSE Composit Transaction Reports" in The Wall Street Journal on the day immediately prior to the Effective Time. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the Exchange Act, DRI shall administer the Stock Plans, where applicable, in a manner that complies with Rule 16b-3 under the Exchange Act. DRI shall obtain any shareholder approvals that may be necessary for the deduction of any compensation payable under any Stock Plan or other compensation arrangement.

INCENTIVE, STOCK AND OTHER PLANS. With respect to each of CNG's 1991 Stock Incentive Plan, 1997 Stock Incentive Plan, 1995 Employee Stock Incentive Plan, Non-Employee Directors Restricted Stock Plan the plans and Employee Stock Ownership Plan programs of SIGCORP and Indiana identified in Section 6.3 of the SIGCORP and Indiana Disclosure Schedules that the parties later determine shall survive the Closing and each other employee benefit plan, program or arrangement of the Company under which the delivery of CNG SIGCORP Common Stock, Indiana Common Stock or Company Common Stock, as the case may be, is required to be used for purposes of the payment of benefits, grant of awards or exercise of options (each a "Stock PlanSTOCK PLAN"), at the election of DRI, either (A) , (i) DRI Indiana and CNG SIGCORP shall take such action as may be necessary so that, after the Effective Time, such Stock Plan shall provide for the issuance only of DRI Company Common Stock and, such that: (A) with respect to outstanding options and/or awardsto purchase SIGCORP Common Stock ("SIGCORP STOCK OPTION"), provide that the holder thereof shall be entitled to a number of shares of DRI Company Common Stock purchasable upon exercise of such SIGCORP Stock Option shall be equal to that number of shares of Company Common Stock determined by multiplying the number of shares of SIGCORP Common Stock subject to such SIGCORP Stock Option by the SIGCORP Ratio, rounded, if necessary, to the nearest whole share of Company Common Stock, at a price per share (rounded to the nearest one-hundredth of a cent) equal to the per share exercise price specified in such SIGCORP Stock Option divided by the SIGCORP Ratio; provided, however, that in the case of any SIGCORP Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the option price, the number such holder would have received if of shares subject to such option or award had been exercised and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code; and (B) with respect to any restricted stock plan of Indiana (the "INDIANA RESTRICTED STOCK PLANS"), Indiana and the Company shall take such actions as may be necessary so that, at the Effective Time, all restrictions on any restricted stock granted pursuant to the Indiana Restricted Stock Plans shall lapse on the date immediately prior to the Effective Date with appropriate adjustments Time; provided, further, that upon the Effective Time, all shares of stock issued pursuant to the exercise price and Indiana Restricted Stock Plans shall be treated in accordance with Section 2.1 herein. (ii) DRI shall The Company shall: (xA) take all corporate action necessary or appropriate to obtain shareholder approval with respect to such Stock Plan to the extent such approval is required for purposes of the Code or other applicable lawlaw or stock exchange regulation, or, to the extent DRI the Company deems it desirable, to enable such Stock Plan to comply with Rule 16b-3 promulgated under the Exchange Act, ; (yB) reserve for issuance under such Stock Plan or otherwise provide a sufficient number of shares of DRI Company Common Stock for delivery upon payment of benefits, grants of awards or exercise of options under such Stock Plan and Plan; and (zC) as soon as practicable after the Effective Time, file one or more registration statements under the Securities Act with respect to the shares of DRI Company Common Stock subject to such Stock Plan to the extent such filing is required under applicable law and use its best efforts to maintain the effectiveness of such registration statement(s) (and the current status of the prospectuses contained therein or related thereto) so long as such benefits, grants or awards remain payable or such options remain outstanding, as the case may be, or (B) DRI and CNG shall use their respective best efforts to take such action as may be necessary so that, at the Effective Time, all benefits, grants of awards and options are converted to the right to receive at the Effective Time a number of shares of DRI Common Stock having a value equal to the fair value of each such benefit, grant of award or option as determined in good faith by DRI, and based on the closing sales price of DRI Common Stock as reported under "NYSE Composit Transaction Reports" in The Wall Street Journal on the day immediately prior to the Effective Time. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the Exchange Act, DRI shall administer the Stock Plans, where applicable, in a manner that complies with Rule 16b-3 under the Exchange Act. DRI shall obtain any shareholder approvals that may be necessary for the deduction of any compensation payable under any Stock Plan or other compensation arrangement.