Common use of TSR Performance Condition Clause in Contracts

TSR Performance Condition. 2.1 Subject to possible reduction under Section 4, the number of TSR Performance Shares to be issued or otherwise delivered to Recipient shall be determined by multiplying the TSR Payout Factor (as defined below) by the TSR Target Share Amount; provided, however, that no TSR Performance Shares shall be issued or otherwise delivered unless the Company’s TSR (as defined below) for the Award Period is at least %. 2.2 To determine the “TSR Payout Factor,” the ten Peer Group Companies (as defined below) shall be ranked based on their respective TSR’s from highest to lowest, with the Peer Group Company with the highest TSR having a TSR Ranking of “1” and the Peer Group Company with the lowest TSR having a TSR Ranking of “10.” If the Company’s TSR is equal to the TSR of any other Peer Group Company, the TSR Payout Factor will be the percentage in the following table corresponding to the TSR Ranking of that Peer Group Company. If the Company’s TSR is higher than the TSRs of all Peer Group Companies, the TSR Payout Factor will be 200%. If the Company’s TSR is not at least as high as the TSR of the Peer Group Company with the TSR Ranking of “8,” the TSR Payout Factor will be 0%. If the Company’s TSR is between the TSRs of any two Peer Group Companies with TSR Rankings between “1” and “8,” the TSR Payout Factor shall be interpolated as follows. The excess of the Company’s TSR over the TSR of the lower Peer Group Company shall be divided by the excess of the TSR of the higher Peer Group Company over the TSR of the lower Peer Group Company. The resulting fraction shall be multiplied by the difference between the percentages in the above table corresponding to the TSR Rankings of the two Peer Group Companies. The product of that calculation shall be added to the percentage in the above table corresponding to the TSR Ranking of the lower Peer Group Company, and the resulting sum shall be the TSR Payout Factor. 2.3 The “Peer Group Companies” are AGL Resources Inc., Atmos Energy Corporation, Cascade Natural Gas Corporation, The Laclede Group, Inc., New Jersey Resources Corporation, Nicor Inc., Peoples Energy Corporation, Piedmont Natural Gas Company, Inc., Southwest Gas Corporation, and WGL Holdings, Inc. If prior to the end of the Award Period, the common stock of any Peer Group Company ceases to be publicly traded for any reason, then such company shall no longer be considered a Peer Group Company, and an alternate peer company shall become a Peer Group Company effective as of the start of the Award Period. The alternate peer companies, and the order in which they will be added as Peer Group Companies, if necessary, are: first, South Jersey Industries, Inc.; second, Keyspan Corporation; and third, Vectren Corporation. 2.4 The “TSR” for the Company and each Peer Group Company shall be calculated by (a) assuming that $100 is invested in the common stock of the company at a price equal to the average of the closing market prices of the stock for the period from October 1, to December 31, , (b) assuming that for each dividend paid on the stock during the Award Period, the amount equal to the dividend paid on the assumed number of shares held is reinvested in additional shares at a price equal to the closing market price of the stock on the ex-dividend date for the dividend, and (c) determining the final dollar value of the total assumed number of shares based on the average of the closing market prices of the stock for the period from October 1, to December 31, . The “TSR” shall then equal the amount determined by subtracting $100 from the foregoing final dollar value, dividing the result by 100 and expressing the resulting fraction as a percentage.

TSR Performance Condition. 2.1 Subject to possible reduction under Section 4, the number of TSR Performance Shares to be issued or otherwise delivered to Recipient shall be determined by multiplying the TSR Payout Factor (as defined below) by the TSR Target Share Amount; provided, however, that no TSR Performance Shares shall be issued or otherwise delivered unless if the Company’s TSR (as defined below) for the Award Period is at least less than 0%. 2.2 To determine the “TSR Payout Factor,” the ten Peer Group Companies (as defined below) shall be ranked based on their respective TSR’s from highest to lowest, with the Peer Group Company with the highest TSR having a TSR Ranking of “1” and the Peer Group Company with the lowest TSR having a TSR Ranking of “10.” If the Company’s TSR is equal to the TSR of any other Peer Group Company, the TSR Payout Factor will be the percentage in the following table corresponding to the TSR Ranking of that Peer Group Company. If the Company’s TSR is higher than the TSRs of all Peer Group Companies, the TSR Payout Factor will be 200%. If the Company’s TSR is not at least as high as the TSR of the Peer Group Company with the TSR Ranking of “8,” the TSR Payout Factor will be 0%. If the Company’s TSR is between the TSRs of any two Peer Group Companies with TSR Rankings between “1” and “8,” the TSR Payout Factor shall be interpolated as follows. The excess of the Company’s TSR over the TSR of the lower Peer Group Company shall be divided by the excess of the TSR of the higher Peer Group Company over the TSR of the lower Peer Group Company. The resulting fraction shall be multiplied by the difference between the percentages in the above table corresponding to the TSR Rankings of the two Peer Group Companies. The product of that calculation shall be added to the percentage in the above table corresponding to the TSR Ranking of the lower Peer Group Company, and the resulting sum shall be the TSR Payout Factor. 2.3 The “Peer Group Companies” are AGL Resources Inc., Atmos Energy Corporation, Cascade Natural Gas Corporation, The Laclede Group, Inc., New Jersey Resources Corporation, Nicor NICOR Inc., Peoples Energy Corporation, Piedmont Natural Gas Company, Inc., South Jersey Industries, Inc., Southwest Gas Corporation, Vectren Corporation and WGL W G L Holdings, Inc. If prior to the end of the Award Period, the common stock of any Peer Group Company ceases to be publicly traded for any reason, then such company shall no longer be considered a Peer Group Company, and an alternate peer company shall become a Peer Group Company effective as of the start of the Award Period. The alternate peer companies, and the order in which they will be added as Peer Group Companies, if necessary, are: first, South Jersey Industries, NiSource Inc.; second, Keyspan CorporationNational Fuel Gas Company; and third, Vectren Chesapeake Utilities Corporation. If prior to the end of the Award Period, all of the above alternate peer companies have become Peer Group Companies and the common stock of yet another Peer Group Company ceases to be publicly traded for any reason so that there are only nine remaining Peer Group Companies, for purposes of Section 2.2 it shall be assumed that there is a hypothetical Peer Group Company with a TSR Ranking of “5”; provided, however, that if the Company’s TSR is between the TSRs of the Peer Group Companies with TSR Rankings of “4” and “6,” the TSR Payout Factor shall be interpolated between the payout percentages corresponding to the TSR Rankings of those two companies. If yet another Peer Group Company ceases to be publicly traded for any reason so that there are only eight remaining Peer Group Companies, for purposes of Section 2.2 it shall be assumed that there are two hypothetical Peer Group Company with TSR Rankings of “5” and “6” and, if necessary, the TSR Payout Factor shall interpolated between the payout percentages corresponding to the Peer Group Companies with TSR Rankings of “4” and “7”. Similarly, if additional Peer Group Companies cease to be publicly traded for any reason, additional hypothetical Peer Group Companies shall be assumed to exist with TSR Rankings of “4”, then “7”, then “3”, then “9”, and then “2”. 2.4 The “TSR” for the Company and each Peer Group Company shall be calculated by (a) assuming that $100 is invested in the common stock of the company at a price equal to the average of the closing market prices of the stock for the period from October 1, 2009 to December 31, 2009, (b) assuming that for each dividend paid on the stock during the Award Period, the amount equal to the dividend paid on the assumed number of shares held is reinvested in additional shares at a price equal to the closing market price of the stock on trade date immediately preceding the ex-dividend date for the dividend, and (c) determining the final dollar value of the total assumed number of shares based on the average of the closing market prices of the stock for the period from October 1, 2012 to December 31, 2012. The “TSR” shall then equal the amount determined by subtracting $100 from the foregoing final dollar value, dividing the result by 100 and expressing the resulting fraction as a percentage. 2.5 If during the Award Period any Peer Group Company enters into an agreement pursuant to which all or substantially all of the stock or assets of the Peer Group Company will be acquired by a third party (a “Signed Acquisition”), and if the Signed Acquisition is not completed so that such company remains a Peer Group Company at the end of the Award Period, then the calculation of the TSR for that Peer Group Company shall be modified as provided in this Section 2.5. A “Partial Period TSR” for each Peer Group Company shall be calculated in the same manner as TSR is calculated under Section 2.4, except that for this purpose the Award Period shall be deemed to have ended on the day before the date of announcement of the Signed Acquisition and the final dollar value under clause (c) of Section 2.4 for each Peer Group Company shall be determined based on the average of the closing market prices of each stock for the three-month period ending on the day before such announcement date. The TSR of the Peer Group Company subject to the Signed Acquisition shall then be equal to its Partial Period TSR multiplied by the Average Change Factor (as defined below). The “Average Change Factor” shall be a fraction, the numerator of which is the average of the TSRs of all Peer Group Companies that are not subject to a Signed Acquisition, and the denominator of which is the average of the Partial Period TSRs of those Peer Group Companies. If a Signed Acquisition of a Peer Group Company is terminated (other than in connection with the execution of another Signed Acquisition) before the end of the Award Period, then the above modification to the calculation of TSR for that Peer Group Company shall not apply, and the TSR for that Peer Group Company shall be calculated as provided in Section 2.4, except that if the announcement of the termination of the Signed Acquisition occurs during the last three months of the Award Period, for purposes of determining the final dollar value under clause (c) of Section 2.4, the three-month period for which closing market prices are averaged shall be shortened to exclude any trading days preceding the announcement of the termination of the Signed Acquisition.

TSR Performance Condition. 2.1 Subject to possible reduction under Section 4, the number of TSR Performance Shares to be issued or otherwise delivered to Recipient shall be determined by multiplying the TSR Payout Factor (as defined below) by the TSR Target Share Amount; provided, however, that no TSR Performance Shares shall be issued or otherwise delivered unless the Company’s TSR (as defined below) for the Award Period is at least %. 2.2 To determine the “TSR Payout Factor,” the ten Peer Group Companies (as defined below) shall be ranked based on their respective TSR’s from highest to lowest, with the Peer Group Company with the highest TSR having a TSR Ranking of “1” and the Peer Group Company with the lowest TSR having a TSR Ranking of “10.” If the Company’s TSR is equal to the TSR of any other Peer Group Company, the TSR Payout Factor will be the percentage in the following table corresponding to the TSR Ranking of that Peer Group Company. If the Company’s TSR is higher than the TSRs of all Peer Group Companies, the TSR Payout Factor will be 200%. If the Company’s TSR is not at least as high as the TSR of the Peer Group Company with the TSR Ranking of “8,” the TSR Payout Factor will be 0%. If the Company’s TSR is between the TSRs of any two Peer Group Companies with TSR Rankings between “1” and “8,” the TSR Payout Factor shall be interpolated as follows. The excess of the Company’s TSR over the TSR of the lower Peer Group Company shall be divided by the excess of the TSR of the higher Peer Group Company over the TSR of the lower Peer Group Company. The resulting fraction shall be multiplied by the difference between the percentages in the above table corresponding to the TSR Rankings of the two Peer Group Companies. The product of that calculation shall be added to the percentage in the above table corresponding to the TSR Ranking of the lower Peer Group Company, and the resulting sum shall be the TSR Payout Factor. 2.3 The “Peer Group Companies” are AGL Resources Inc., Atmos Energy Corporation, Cascade Natural Gas Corporation, The Laclede Group, Inc., New Jersey Resources Corporation, Nicor NICOR Inc., Peoples Energy Corporation, Piedmont Natural Gas Company, Inc., South Jersey Industries, Inc., Southwest Gas Corporation, Vectren Corporation and WGL W G L Holdings, Inc. If prior to the end of the Award Period, the common stock of any Peer Group Company ceases to be publicly traded for any reason, then such company shall no longer be considered a Peer Group Company, and an alternate peer company shall become a Peer Group Company effective as of the start of the Award Period. The alternate peer companies, and the order in which they will be added as Peer Group Companies, if necessary, are: first, South Jersey IndustriesEnergySouth, Inc.; second, Keyspan SEMCO Energy, Inc.; third, Chesapeake Utilities Corporation; and thirdfourth, Vectren CorporationNational Fuel Gas Company. If prior to the end of the Award Period, all of the above alternate peer companies have become Peer Group Companies and the common stock of yet another Peer Group Company ceases to be publicly traded for any reason so that there are only nine remaining Peer Group Companies, for purposes of Section 2.2 it shall be assumed that there is a hypothetical Peer Group Company with a TSR Ranking of “5”; provided, however, that if the Company’s TSR is between the TSRs of the Peer Group Companies with TSR Rankings of “4” and “6,” the TSR Payout Factor shall be interpolated between the payout percentages corresponding to the TSR Rankings of those two companies. If yet another Peer Group Company ceases to be publicly traded for any reason so that there are only eight remaining Peer Group Companies, for purposes of Section 2.2 it shall be assumed that there are two hypothetical Peer Group Company with TSR Rankings of “5” and “6” and, if necessary, the TSR Payout Factor shall interpolated between the payout percentages corresponding to the Peer Group Companies with TSR Rankings of “4” and “7”. Similarly, if additional Peer Group Companies cease to be publicly traded for any reason, additional hypothetical Peer Group Companies shall be assumed to exist with TSR Rankings of “4”, then “7”, then “3”, then “9”, and then “2”. 2.4 The “TSR” for the Company and each Peer Group Company shall be calculated by (a) assuming that $100 is invested in the common stock of the company at a price equal to the average of the closing market prices of the stock for the period from October 1, 2006 to December 31, 2006, (b) assuming that for each dividend paid on the stock during the Award Period, the amount equal to the dividend paid on the assumed number of shares held is reinvested in additional shares at a price equal to the closing market price of the stock on the ex-dividend date for the dividend, and (c) determining the final dollar value of the total assumed number of shares based on the average of the closing market prices of the stock for the period from October 1, 2009 to December 31, 2009. The “TSR” shall then equal the amount determined by subtracting $100 from the foregoing final dollar value, dividing the result by 100 and expressing the resulting fraction as a percentage.

TSR Performance Condition. 2.1 Subject to possible reduction under Section 4, the number of TSR Performance Shares to be issued or otherwise delivered to Recipient shall be determined by multiplying the TSR Payout Factor (as defined below) by the TSR Target Share Amount. 2.2 The “TSR Payout Factor” shall be determined under the table below based on the TSR Percentile Rank (as defined below) of the Company; provided, however, that no TSR Performance Shares shall be issued or otherwise delivered unless if the Company’s TSR (as defined below) for is less than 0%, the Award Period actual TSR Payout Factor shall be equal to 75% of the TSR Payout Factor determined under the table below: If the Company’s TSR Percentile Rank is at least %between any two data points set forth in the first column of the above table, the TSR Payout Factor shall be interpolated as follows. The excess of the Company’s TSR Percentile Rank over the TSR Percentile Rank of the lower data point shall be divided by the excess of the TSR Percentile Rank of the higher data point over the TSR Percentile Rank of the lower data point. The resulting fraction shall be multiplied by the difference between the TSR Payout Factors in the above table corresponding to the two data points. The product of that calculation shall be rounded to the nearest hundredth of a percentage point and then added to the TSR Payout Factor in the above table corresponding to the lower data point, and the resulting sum shall be the TSR Payout Factor. 2.2 2.3 To determine the Company’s “TSR Payout FactorPercentile Rank,” the ten TSR of the Company and each of the Peer Group Companies (as defined below) shall be calculated, and the Peer Group Companies shall be ranked based on their respective TSR’s from highest lowest to lowest, with the Peer Group Company with the highest TSR having a TSR Ranking of “1” and the Peer Group Company with the lowest TSR having a TSR Ranking of “10.” highest. If the Company’s TSR is equal to the TSR of any other Peer Group Company, the TSR Payout Factor will be the percentage in the following table corresponding to the TSR Ranking of that Peer Group Company. If the Company’s TSR Percentile Rank shall be equal to the number of Peer Group Companies with a lower TSR divided by the number that is higher one less than the TSRs total number of all Peer Group Companies, the TSR Payout Factor will be 200%. If the Company’s TSR is not at least as high as the TSR of the Peer Group Company with the TSR Ranking resulting amount expressed as a percentage and rounded to the nearest tenth of “8,” the TSR Payout Factor will be 0%a percentage point. If the Company’s TSR is between the TSRs of any two Peer Group Companies with TSR Rankings between “1” and “8,” Companies, the TSR Payout Factor Percentile Ranks of those two Peer Group Companies shall be determined as set forth in the preceding sentence, and the Company’s TSR Percentile Rank shall be interpolated as follows. The excess of the Company’s TSR over the TSR of the lower Peer Group Company shall be divided by the excess of the TSR of the higher Peer Group Company over the TSR of the lower Peer Group Company. The resulting fraction shall be multiplied by the difference between the percentages in the above table corresponding to the TSR Rankings Percentile Ranks of the two Peer Group Companies. The product of that calculation shall be added to the percentage in the above table corresponding to the TSR Ranking Percentile Rank of the lower Peer Group Company, and the resulting sum (rounded to the nearest tenth of a percentage point) shall be the Company’s TSR Payout FactorPercentile Rank. The intent of this definition of TSR Percentile Rank is to produce the same result as calculated using the PERCENTRANK function in Microsoft Excel to determine the rank of the Company’s TSR within the array consisting of the TSRs of the Peer Group Companies. 2.3 2.4 The “Peer Group Companies” are AGL Resources Inc., Atmos Energy Corporation, Cascade Natural Gas Corporation, The Laclede Group, Inc., New Jersey Resources Corporation, Nicor Inc., Peoples Energy Corporation, Piedmont Natural Gas Company, Inc., Southwest Gas Corporation, and WGL Holdings, Inc. If prior to the end consist of those companies that were components of the Award PeriodDow ▇▇▇▇▇ U.S. Gas Distribution Index on October 1, 2011 and that continue to be components of the common stock of any Peer Group Company Dow ▇▇▇▇▇ U.S. Gas Distribution Index through December 31, 2014. If the Dow ▇▇▇▇▇ U.S. Gas Distribution Index ceases to be publicly traded for any reasonpublished prior to December 31, then such company shall no longer be considered a 2014, the Peer Group Company, and an alternate peer company Companies shall become a Peer Group Company effective as consist of those companies that were components of the start of the Award Period. The alternate peer companiesDow ▇▇▇▇▇ U.S. Gas Distribution Index on October 1, 2011 and the order in which they will be added as Peer Group Companiesthat continued to have publicly-traded common stock through December 31, if necessary, are: first, South Jersey Industries, Inc.; second, Keyspan Corporation; and third, Vectren Corporation2014. 2.4 2.5 The “TSR” for the Company and each Peer Group Company shall be calculated by (a) assuming that $100 is invested in the common stock of the company at a price equal to the average of the closing market prices of the stock for the period from October 1, 2011 to December 31, 2011, (b) assuming that for each dividend paid on the stock during the Award Period, the amount equal to the dividend paid on the assumed number of shares held is reinvested in additional shares at a price equal to the closing market price of the stock on the ex-dividend date for the dividend, and (c) determining the final dollar value of the total assumed number of shares based on the average of the closing market prices of the stock for the period from October 1, 2014 to December 31, 2014. The “TSR” shall then equal the amount determined by subtracting $100 from the foregoing final dollar value, dividing the result by 100 and expressing the resulting fraction as a percentage. 2.6 If during the Award Period any Peer Group Company enters into an agreement pursuant to which all or substantially all of the stock or assets of the Peer Group Company will be acquired by a third party (a “Signed Acquisition”), and if the Signed Acquisition is not completed by the end of the Award Period, then that company shall not be a Peer Group Company. If a Signed Acquisition of a Peer Group Company is terminated (other than in connection with the execution of another Signed Acquisition) before the end of the Award Period, then that company shall remain a Peer Group Company, and the TSR for that Peer Group Company shall be calculated as provided in Section 2.5, except that if the announcement of the termination of the Signed Acquisition occurs during the last three months of the Award Period, for purposes of determining the final dollar value under clause (c) of Section 2.5, the three-month period for which closing market prices are averaged shall be shortened to exclude any trading days preceding the announcement of the termination of the Signed Acquisition.

TSR Performance Condition. 2.1 Subject to possible reduction under Section 4, the number of TSR Performance Shares to be issued or otherwise delivered to Recipient shall be determined by multiplying the TSR Payout Factor (as defined below) by the TSR Target Share Amount; provided, however, that no TSR Performance Shares shall be issued or otherwise delivered unless the Company’s TSR (as defined below) for the Award Period is at least 19.1%. 2.2 To determine the “TSR Payout Factor,” the ten Peer Group Companies (as defined below) shall be ranked based on their respective TSR’s from highest to lowest, with the Peer Group Company with the highest TSR having a TSR Ranking of “1” and the Peer Group Company with the lowest TSR having a TSR Ranking of “10.” If the Company’s TSR is equal to the TSR of any other Peer Group Company, the TSR Payout Factor will be the percentage in the following table corresponding to the TSR Ranking of that Peer Group Company. 10 0 % 9 0 % 8 25 % 7 25 % 6 50 % 5 75 % 4 100 % 3 125 % 2 150 % 1 200 % If the Company’s TSR is higher than the TSRs of all Peer Group Companies, the TSR Payout Factor will be 200%. If the Company’s TSR is not at least as high as the TSR of the Peer Group Company with the TSR Ranking of “8,” the TSR Payout Factor will be 0%. If the Company’s TSR is between the TSRs of any two Peer Group Companies with TSR Rankings between “1” and “8,” the TSR Payout Factor shall be interpolated as follows. The excess of the Company’s TSR over the TSR of the lower Peer Group Company shall be divided by the excess of the TSR of the higher Peer Group Company over the TSR of the lower Peer Group Company. The resulting fraction shall be multiplied by the difference between the percentages in the above table corresponding to the TSR Rankings of the two Peer Group Companies. The product of that calculation shall be added to the percentage in the above table corresponding to the TSR Ranking of the lower Peer Group Company, and the resulting sum shall be the TSR Payout Factor. 2.3 The “Peer Group Companies” are AGL Resources Inc., Atmos Energy Corporation, Cascade Natural Gas Corporation, The Laclede Group, Inc., New Jersey Resources Corporation, Nicor NICOR Inc., Peoples Energy Corporation, Piedmont Natural Gas Company, Inc., South Jersey Industries, Inc., Southwest Gas Corporation, Vectren Corporation and WGL W G L Holdings, Inc. If prior to the end of the Award Period, the common stock of any Peer Group Company ceases to be publicly traded for any reason, then such company shall no longer be considered a Peer Group Company, and an alternate peer company shall become a Peer Group Company effective as of the start of the Award Period. The alternate peer companies, and the order in which they will be added as Peer Group Companies, if necessary, are: first, South Jersey Industries, NiSource Inc.; second, Keyspan Chesapeake Utilities Corporation; and third, Vectren CorporationNational Fuel Gas Company. If prior to the end of the Award Period, all of the above alternate peer companies have become Peer Group Companies and the common stock of yet another Peer Group Company ceases to be publicly traded for any reason so that there are only nine remaining Peer Group Companies, for purposes of Section 2.2 it shall be assumed that there is a hypothetical Peer Group Company with a TSR Ranking of “5”; provided, however, that if the Company’s TSR is between the TSRs of the Peer Group Companies with TSR Rankings of “4” and “6,” the TSR Payout Factor shall be interpolated between the payout percentages corresponding to the TSR Rankings of those two companies. If yet another Peer Group Company ceases to be publicly traded for any reason so that there are only eight remaining Peer Group Companies, for purposes of Section 2.2 it shall be assumed that there are two hypothetical Peer Group Company with TSR Rankings of “5” and “6” and, if necessary, the TSR Payout Factor shall interpolated between the payout percentages corresponding to the Peer Group Companies with TSR Rankings of “4” and “7”. Similarly, if additional Peer Group Companies cease to be publicly traded for any reason, additional hypothetical Peer Group Companies shall be assumed to exist with TSR Rankings of “4”, then “7”, then “3”, then “9”, and then “2”. 2.4 The “TSR” for the Company and each Peer Group Company shall be calculated by (a) assuming that $100 is invested in the common stock of the company at a price equal to the average of the closing market prices of the stock for the period from October 1, 2007 to December 31, 2007, (b) assuming that for each dividend paid on the stock during the Award Period, the amount equal to the dividend paid on the assumed number of shares held is reinvested in additional shares at a price equal to the closing market price of the stock on the ex-dividend date for the dividend, and (c) determining the final dollar value of the total assumed number of shares based on the average of the closing market prices of the stock for the period from October 1, 2010 to December 31, 2010. The “TSR” shall then equal the amount determined by subtracting $100 from the foregoing final dollar value, dividing the result by 100 and expressing the resulting fraction as a percentage. 2.5 If during the Award Period any Peer Group Company enters into an agreement pursuant to which all or substantially all of the stock or assets of the Peer Group Company will be acquired by a third party (a “Signed Acquisition”), and if the Signed Acquisition is not completed so that such company remains a Peer Group Company at the end of the Award Period, then the calculation of the TSR for that Peer Group Company shall be modified as provided in this Section 2.5. A “Partial Period TSR” for each Peer Group Company shall be calculated in the same manner as TSR is calculated under Section 2.4, except that for this purpose the Award Period shall be deemed to have ended on the day before the date of announcement of the Signed Acquisition and the final dollar value under clause (c) of Section 2.4 for each Peer Group Company shall be determined based on the average of the closing market prices of each stock for the three-month period ending on the day before such announcement date. The TSR of the Peer Group Company subject to the Signed Acquisition shall then be equal to its Partial Period TSR multiplied by the Average Change Factor (as defined below). The “Average Change Factor” shall be a fraction, the numerator of which is the average of the TSRs of all Peer Group Companies that are not subject to a Signed Acquisition, and the denominator of which is the average of the Partial Period TSRs of those Peer Group Companies. If a Signed Acquisition of a Peer Group Company is terminated (other than in connection with the execution of another Signed Acquisition) before the end of the Award Period, then the above modification to the calculation of TSR for that Peer Group Company shall not apply, and the TSR for that Peer Group Company shall be calculated as provided in Section 2.4, except that if the announcement of the termination of the Signed Acquisition occurs during the last three months of the Award Period, for purposes of determining the final dollar value under clause (c) of Section 2.4, the three-month period for which closing market prices are averaged shall be shortened to exclude any trading days preceding the announcement of the termination of the Signed Acquisition.

TSR Performance Condition. 2.1 Subject to possible reduction under Section 4, the number of TSR Performance Shares to be issued or otherwise delivered to Recipient shall be determined by multiplying the TSR Payout Factor (as defined below) by the TSR Target Share Amount; ; 2.2 provided, however, that no TSR Performance Shares shall be issued or otherwise delivered unless if the Company’s TSR (as defined below) for the Award Period is at least less than 0%. 2.2 2.3 To determine the “TSR Payout Factor,” the ten Peer Group Companies (as defined below) shall be ranked based on their respective TSR’s from highest to lowest, with the Peer Group Company with the highest TSR having a TSR Ranking of “1” and the Peer Group Company with the lowest TSR having a TSR Ranking of “10.” If the Company’s TSR is equal to the TSR of any other Peer Group Company, the TSR Payout Factor will be the percentage in the following table corresponding to the TSR Ranking of that Peer Group Company. If the Company’s TSR is higher than the TSRs of all Peer Group Companies, the TSR Payout Factor will be 200%. If the Company’s TSR is not at least as high as the TSR of the Peer Group Company with the TSR Ranking of “8,” the TSR Payout Factor will be 0%. If the Company’s TSR is between the TSRs of any two Peer Group Companies with TSR Rankings between “1” and “8,” the TSR Payout Factor shall be interpolated as follows. The excess of the Company’s TSR over the TSR of the lower Peer Group Company shall be divided by the excess of the TSR of the higher Peer Group Company over the TSR of the lower Peer Group Company. The resulting fraction shall be multiplied by the difference between the percentages in the above table corresponding to the TSR Rankings of the two Peer Group Companies. The product of that calculation shall be added to the percentage in the above table corresponding to the TSR Ranking of the lower Peer Group Company, and the resulting sum shall be the TSR Payout Factor. 2.3 2.4 The “Peer Group Companies” are AGL Resources Inc., Atmos Energy Corporation, Cascade Natural Gas Corporation, The Laclede Group, Inc., New Jersey Resources Corporation, Nicor Inc., Peoples Energy Corporation, Piedmont Natural Gas Company, Inc., Questar Corporation, South Jersey Industries, Inc., Southwest Gas Corporation, Vectren Corporation and WGL W G L Holdings, Inc. If prior to the end of the Award Period, the common stock of any Peer Group Company ceases to be publicly traded for any reason, then such company shall no longer be considered a Peer Group Company, and an alternate peer company shall become a Peer Group Company effective as of the start of the Award Period. The alternate peer companies, and the order in which they will be added as Peer Group Companies, if necessary, are: first, South Jersey Industries, NiSource Inc.; second, Keyspan CorporationNational Fuel Gas Company; and third, Vectren Chesapeake Utilities Corporation. If prior to the end of the Award Period, all of the above alternate peer companies have become Peer Group Companies and the common stock of yet another Peer Group Company ceases to be publicly traded for any reason so that there are 2.5 only nine remaining Peer Group Companies, for purposes of Section 2.2 it shall be assumed that there is a hypothetical Peer Group Company with a TSR Ranking of “5”; provided, however, that if the Company’s TSR is between the TSRs of the Peer Group Companies with TSR Rankings of “4” and “6,” the TSR Payout Factor shall be interpolated between the payout percentages corresponding to the TSR Rankings of those two companies. If yet another Peer Group Company ceases to be publicly traded for any reason so that there are only eight remaining Peer Group Companies, for purposes of Section 2.2 it shall be assumed that there are two hypothetical Peer Group Company with TSR Rankings of “5” and “6” and, if necessary, the TSR Payout Factor shall interpolated between the payout percentages corresponding to the Peer Group Companies with TSR Rankings of “4” and “7”. Similarly, if additional Peer Group Companies cease to be publicly traded for any reason, additional hypothetical Peer Group Companies shall be assumed to exist with TSR Rankings of “4”, then “7”, then “3”, then “9”, and then “2”. 2.4 2.6 The “TSR” for the Company and each Peer Group Company shall be calculated by (a) assuming that $100 is invested in the common stock of the company at a price equal to the average of the closing market prices of the stock for the period from October 1, 2010 to December 31, 2010, (b) assuming that for each dividend paid on the stock during the Award Period, the amount equal to the dividend paid on the assumed number of shares held is reinvested in additional shares at a price equal to the closing market price of the stock on trade date immediately preceding the ex-dividend date for the dividend, and (c) determining the final dollar value of the total assumed number of shares based on the average of the closing market prices of the stock for the period from October 1, 2013 to December 31, 2013. The “TSR” shall then equal the amount determined by subtracting $100 from the foregoing final dollar value, dividing the result by 100 and expressing the resulting fraction as a percentage. 2.7 If during the Award Period any Peer Group Company enters into an agreement pursuant to which all or substantially all of the stock or assets of the Peer Group Company will be acquired by a third party (a “Signed Acquisition”), and if the Signed Acquisition is not completed so that such company remains a Peer Group Company at the end of the Award Period, then the calculation of the TSR for that Peer Group Company shall be modified as provided in this Section 2.5. A “Partial Period TSR” for each Peer Group Company shall be calculated in the same manner as TSR is calculated under Section 2.4, except that for this purpose the Award Period shall be deemed to have ended on the day before the date of announcement of the Signed Acquisition and the final dollar value under clause (c) of Section 2.4 for each Peer Group Company shall be determined based on the average of the closing market prices of each stock for the three-month period ending on the day before such announcement date. The TSR of the Peer Group Company subject to the Signed Acquisition shall then be equal to its Partial Period TSR multiplied by the Average Change Factor (as defined below). The “Average Change Factor” shall be a fraction, the numerator of which is the average of the TSRs of all Peer Group Companies that are not subject to a Signed Acquisition, and the denominator of which is the average of the Partial Period TSRs of those Peer Group Companies. If a Signed Acquisition of a Peer Group Company is terminated (other than in connection with the execution of another Signed Acquisition) before the end of the Award Period, then the above modification to the calculation of TSR for that Peer Group Company shall not apply, and the TSR for that Peer Group Company shall be calculated as provided in Section 2.4, except that if the announcement of the termination of the Signed Acquisition occurs during the last three months of the Award Period, for purposes of determining the final dollar value under clause (c)

TSR Performance Condition. 2.1 Subject to possible reduction under Section 4, the number of TSR Performance Shares to be issued or otherwise delivered to Recipient shall be determined by multiplying the TSR Payout Factor (as defined below) by the TSR Target Share Amount; provided, however, that no TSR Performance Shares shall be issued or otherwise delivered unless the Company’s TSR (as defined below) for the Award Period is at least 19.1%. 2.2 To determine the “TSR Payout Factor,” the ten Peer Group Companies (as defined below) shall be ranked based on their respective TSR’s from highest to lowest, with the Peer Group Company with the highest TSR having a TSR Ranking of “1” and the Peer Group Company with the lowest TSR having a TSR Ranking of “10.” If the Company’s TSR is equal to the TSR of any other Peer Group Company, the TSR Payout Factor will be the percentage in the following table corresponding to the TSR Ranking of that Peer Group Company. If the Company’s TSR is higher than the TSRs of all Peer Group Companies, the TSR Payout Factor will be 200%. If the Company’s TSR is not at least as high as the TSR of the Peer Group Company with the TSR Ranking of “8,” the TSR Payout Factor will be 0%. If the Company’s TSR is between the TSRs of any two Peer Group Companies with TSR Rankings between “1” and “8,” the TSR Payout Factor shall be interpolated as follows. The excess of the Company’s TSR over the TSR of the lower Peer Group Company shall be divided by the excess of the TSR of the higher Peer Group Company over the TSR of the lower Peer Group Company. The resulting fraction shall be multiplied by the difference between the percentages in the above table corresponding to the TSR Rankings of the two Peer Group Companies. The product of that calculation shall be added to the percentage in the above table corresponding to the TSR Ranking of the lower Peer Group Company, and the resulting sum shall be the TSR Payout Factor. 2.3 The “Peer Group Companies” are AGL Resources Inc., Atmos Energy Corporation, Cascade Natural Gas Corporation, The Laclede Group, Inc., New Jersey Resources Corporation, Nicor NICOR Inc., Peoples Energy Corporation, Piedmont Natural Gas Company, Inc., South Jersey Industries, Inc., Southwest Gas Corporation, Vectren Corporation and WGL W G L Holdings, Inc. If prior to the end of the Award Period, the common stock of any Peer Group Company ceases to be publicly traded for any reason, then such company shall no longer be considered a Peer Group Company, and an alternate peer company shall become a Peer Group Company effective as of the start of the Award Period. The alternate peer companies, and the order in which they will be added as Peer Group Companies, if necessary, are: first, South Jersey Industries, NiSource Inc.; second, Keyspan CorporationNational Fuel Gas Company; and third, Vectren Chesapeake Utilities Corporation. If prior to the end of the Award Period, all of the above alternate peer companies have become Peer Group Companies and the common stock of yet another Peer Group Company ceases to be publicly traded for any reason so that there are only nine remaining Peer Group Companies, for purposes of Section 2.2 it shall be assumed that there is a hypothetical Peer Group Company with a TSR Ranking of “5”; provided, however, that if the Company’s TSR is between the TSRs of the Peer Group Companies with TSR Rankings of “4” and “6,” the TSR Payout Factor shall be interpolated between the payout percentages corresponding to the TSR Rankings of those two companies. If yet another Peer Group Company ceases to be publicly traded for any reason so that there are only eight remaining Peer Group Companies, for purposes of Section 2.2 it shall be assumed that there are two hypothetical Peer Group Company with TSR Rankings of “5” and “6” and, if necessary, the TSR Payout Factor shall interpolated between the payout percentages corresponding to the Peer Group Companies with TSR Rankings of “4” and “7”. Similarly, if additional Peer Group Companies cease to be publicly traded for any reason, additional hypothetical Peer Group Companies shall be assumed to exist with TSR Rankings of “4”, then “7”, then “3”, then “9”, and then “2”. 2.4 The “TSR” for the Company and each Peer Group Company shall be calculated by (a) assuming that $100 is invested in the common stock of the company at a price equal to the average of the closing market prices of the stock for the period from October 1, 2008 to December 31, 2008, (b) assuming that for each dividend paid on the stock during the Award Period, the amount equal to the dividend paid on the assumed number of shares held is reinvested in additional shares at a price equal to the closing market price of the stock on the ex-dividend date for the dividend, and (c) determining the final dollar value of the total assumed number of shares based on the average of the closing market prices of the stock for the period from October 1, 2011 to December 31, 2011. The “TSR” shall then equal the amount determined by subtracting $100 from the foregoing final dollar value, dividing the result by 100 and expressing the resulting fraction as a percentage. 2.5 If during the Award Period any Peer Group Company enters into an agreement pursuant to which all or substantially all of the stock or assets of the Peer Group Company will be acquired by a third party (a “Signed Acquisition”), and if the Signed Acquisition is not completed so that such company remains a Peer Group Company at the end of the Award Period, then the calculation of the TSR for that Peer Group Company shall be modified as provided in this Section 2.5. A “Partial Period TSR” for each Peer Group Company shall be calculated in the same manner as TSR is calculated under Section 2.4, except that for this purpose the Award Period shall be deemed to have ended on the day before the date of announcement of the Signed Acquisition and the final dollar value under clause (c) of Section 2.4 for each Peer Group Company shall be determined based on the average of the closing market prices of each stock for the three-month period ending on the day before such announcement date. The TSR of the Peer Group Company subject to the Signed Acquisition shall then be equal to its Partial Period TSR multiplied by the Average Change Factor (as defined below). The “Average Change Factor” shall be a fraction, the numerator of which is the average of the TSRs of all Peer Group Companies that are not subject to a Signed Acquisition, and the denominator of which is the average of the Partial Period TSRs of those Peer Group Companies. If a Signed Acquisition of a Peer Group Company is terminated (other than in connection with the execution of another Signed Acquisition) before the end of the Award Period, then the above modification to the calculation of TSR for that Peer Group Company shall not apply, and the TSR for that Peer Group Company shall be calculated as provided in Section 2.4, except that if the announcement of the termination of the Signed Acquisition occurs during the last three months of the Award Period, for purposes of determining the final dollar value under clause (c) of Section 2.4, the three-month period for which closing market prices are averaged shall be shortened to exclude any trading days preceding the announcement of the termination of the Signed Acquisition.