EXHIBIT
4.1
DIRECTORS DEFERRED
COMPENSATION PLAN
(As amended and restated, effective April 7, 2004)
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Purpose
The purpose of the Directors Deferred Compensation Plan (the
"Plan") is to attract and retain well-qualified persons who are not
employees of Peoples Energy Corporation (the "Company") or any of
its subsidiaries for service as directors of the Company by
providing such persons with the opportunity to defer, in cash
and/or shares of the Company's common stock, all or a portion of
the compensation which they earn as directors of the Company.
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Administration
The Board of Directors of the Company (the "Board") shall have
Authority to administer and interpret the provisions of the Plan
and to prescribe forms and promulgate rules and regulations with
respect thereto. All determinations of the Board with respect to
the Plan shall be final and binding upon all persons.
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Eligibility
Directors of the Company who are not employees of the Company or
any of its subsidiaries are eligible to participate in the
Plan.
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Shares Available for Issuance
Up to 200,000 authorized, but unissued shares of the Company's
common stock, without par value (the "Common Stock") may be issued
pursuant to the Plan. No shares of Common Stock shall be issued
pursuant to this Plan prior to compliance with requirements under
applicable laws and regulations.
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Election to Defer
(a)
An election to defer, or to cease to defer, compensation earned as
a director of the Company shall be effective only with respect to
compensation earned in the calendar year following the year in
which the election is made, but in no event with respect to
compensation earned within six months of the date on which the
election is made; provided, however, that solely with respect to an
election to defer in whole or in part the "Stock Payment" to be
made May 1, 2000 under the Company's Directors Stock and Option
Plan, such election to defer may be made by a director delivering
written notice thereof to the Company no later than March 31, 2000.
An election to defer shall specify the form and timing of payment
under the Plan. All elections shall be in writing and shall be made
on such forms and in such manner as the Board may from time to time
prescribe.
(b)
An election shall be binding upon, and shall inure to the benefit
of the heirs, legatees and personal representatives of the
participant and the successors and assigns of the Company.
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Deferral of Compensation
(a)
Each participant may, with respect to cash compensation earned as a
director of the Company, elect to have (i) all or a portion of such
compensation deferred and paid in cash in the manner set forth in
subparagraphs 6(c) and 6(d) below and/or (ii) all or a portion of
such compensation deferred and paid in shares of Common Stock in
the manner set forth in subparagraphs 6(e) and 6(f) below.
Additionally, each participant who elected to defer all or a
portion of the "Stock Payments" deliverable prior to December 5,
2002, pursuant to the Company's Directors Stock and Option Plan
shall have such deferred amounts paid in the form of shares of
Common Stock in the manner set forth in subparagraph 6(e) and 6(f)
below, subject to the availability of shares of Common Stock for
issuance under Paragraph 3 of the Directors Stock and Option Plan
(as such shares may be adjusted pursuant to Paragraph 8 thereof),
as modified, amended or supplemented from time to time.
(b)
A bookkeeping account shall be established for each participant.
The account shall reflect the amount of cash to which the
participant is entitled in accordance with subparagraph 6(c) below
and/or the number of share equivalents to which the participant is
entitled in accordance with subparagraph 6(e) below.
(c)
The account of a participant who elects to defer compensation in
the form of cash shall be credited with the dollar amount of
compensation so deferred on each date that the participant is
entitled to payment for services as a director. Interest on the
cash balance of the account shall be computed and credited
quarterly on March 31, June 30, September 30 and December 31 of
each year at the prime commercial rate as reported in the Wall
Street Journal.
(d)
Payme
