AMENDMENT NUMBER ONE TO THE AMENDED AND RESTATED TRUST AGREEMENT
EXHIBIT
10(e)
AMENDMENT
NUMBER ONE
TO
THE
AMENDED
AND RESTATED TRUST AGREEMENT
In
accordance with Section 14 of the trust
agreement for the Amended and Restated Trust Under Peoples Energy Corporation
(the "Company") Directors Deferred Compensation Plan, Directors Stock And
Option
Plan, Executive Deferred Compensation Plan, and Supplemental Retirement Benefit
Plan, effective March 1, 2004 (the
"Trust Agreement"), the Company and The Northern Trust Company (the "Trustee")
hereby amend the Trust Agreement, effective July 24,
2006 as
follows:
| 1. |
Section
1(f) of the Trust Agreement is hereby amended by deleting the first
sentence and replacing it with the
following:
|
Upon
a
Change of Control (as defined herein), the Company shall, as soon as possible,
but in no event longer than 10 business days following the Change of Control,
make an irrevocable contribution to the Trust in an amount that is sufficient
to
pay each Participant or Beneficiary the benefits to which such Participant
or
Beneficiary would be entitled pursuant to the terms of the Plans as of the
date
on which such Change of Control occurred, except to the extent the Company
receives a waiver from any Participant or Beneficiary waiving any right to
receive any portion of such Participant's or Beneficiary's benefits from
the
Trust. Notwithstanding the foregoing, the Trustee shall have no duty to
determine whether such irrevocable contribution by the Company is in an amount
sufficient to pay such benefits or to enforce any contribution obligation
of the
Company, or to determine whether a waiver has been obtained.
All
provisions of the Trust Agreement not specifically mentioned in this Amendment
shall be considered modified to the extent necessary to be consistent with
the
changes made in this Amendment.
IN
WITNESS WHEREOF, the Company and the Trustee have caused this Amendment to
be
executed and delivered as of the date first set forth above.
|
COMPANY:
|
TRUSTEE:
|
|
|
PEOPLES
ENERGY CORPORATION
|
THE
NORTHERN TRUST COMPANY
|
|
|
By:
/s/
Xxxxxxx X. Xxxxxxx
|
By:
/s/
Xxxx Xxxxxxx
|
|
|
Its:
Vice President & Treasurer
|
Its:
Vice President
|
