exv10w23






Exhibit 10.23




December 13, 2007




CONFIDENTIAL




Mr. Jimmy D. Staton

4 Cameron Road

Clarksburg, WV 26301




Dear Jimmy:



On behalf of NiSource Corporate Services Company, I am pleased to offer you employment as Executive
Vice President and Group Chief Executive Officer, no later than March 1, 2008, conditioned upon
approval by the Board of Directors. This letter does not constitute an offer of a contract of
guaranteed employment; if you accept this offer, you will be an employee at will. The terms of the
offer are as follows:



Position: Your position will be Executive Vice President and Group CEO, and you will
report to Robert C. Skaggs, President and Chief Executive Officer, NiSource Inc. You will have
responsibility for our natural gas distribution companies in Ohio, Pennsylvania, Virginia,
Kentucky, Maryland, Massachusetts, Maine and New Hampshire.



Base Salary: Your annual base salary will be $440,000, payable monthly. Adjustments to
base salary may be made periodically during your employment.



Signing Bonus: You will receive a signing bonus in the gross amount of $100,000. This
signing bonus will be paid by March 31, 2007.



Short Term Incentive: Your annual incentive opportunity under the NiSource Inc. 2008
Annual Incentive Plan will be based on a target of 65% of base salary. The payment of the
short-term incentive is dependent upon Company performance, your own performance and your status as
an employee in good standing. Actual payment may be greater than or less than the 65%, based on a
combination of the stated factors. Annual incentive plans are determined each year based on
business objectives and market conditions. For 2008, you are guaranteed a minimum payment of
$150,000, payable at the time payouts for the 2008 Annual Incentive Plan are generally paid.



Long Term Incentive: You will also have the opportunity to participate in a long-term
incentive compensation program, under the NiSource Inc. 1994 Long Term Incentive Plan (LTIP), as
amended, on the same basis as other senior executives of the Company. Generally, the Board of
Directors approves grants under the LTIP in January of each year. The form of the 2008 grant has
not yet been determined by the Board of Directors. Subject to approval by the Board, you will
receive an LTIP grant for 2008 in the amount of $450,000.



Vacation: You will receive four weeks of paid vacation per year, beginning with 2008.




 









 







Mr. Jimmy D. Staton

December 13, 2007

Page 2



Severance: You will be eligible to participate in the NiSource Executive Severance Policy
in the event your employment with the Company is terminated.



If your employment is involuntarily terminated by the Company without cause prior to January 31,
2011, you will receive the greater of (1) any benefits to which you may be eligible under the
NiSource Executive Severance Policy or (2) the benefits set forth in this paragraph. If your
employment is involuntarily terminated by the Company without cause prior to January 31, 2011, you
will be eligible to receive a severance payment equal to your base salary for the balance of months
remaining in the period of time between February 2008 and January 2011; that is, the amount of
severance due will be reduced by one month on the first of each month beginning March 1, 2008.
Provided, however, you will receive a minimum severance payment equal to your base salary for
twelve months. In addition, you will receive a lump sum payment equivalent to 130% of the COBRA
continuation coverage premiums due for the severance period in lieu of any continued medical,
dental, vision and other welfare benefits offered by the Company. In addition, you will receive a
pro-rated incentive payment for the year in which your termination of employment occurs. For
purposes of this paragraph, “Cause” shall mean:1) your conviction of any criminal violation
involving dishonesty, fraud, or breach of trust; 2) the commission of any willful act constituting
fraud or breach of fiduciary duty to the Company and its shareholders which has a significant
adverse impact on the Company; 3) any act or omission by you that causes a regulatory body with
jurisdiction over the Company to demand, request or recommend that you be removed or suspended from
any position in which the Executive serves with the Company; 4) your willful and material violation
of the Company’s policies or 5) your substantial nonperformance of your material duties and
responsibilities.



Financial Consulting: You will be eligible to receive financial consulting services as
provided to other senior executives of the Company.



NiSource Policies. You are expected to familiarize yourself with and observe all Company
policies. Following your acceptance of this offer and during the course of your employment with
the Company, you will have access to confidential and proprietary information of the Company. You
agree to maintain the confidentiality of such information, before, during and after your
employment.



Dispute Resolution: Should there be any dispute as to the meaning or application of this
letter, both parties agree to submit the dispute to binding arbitration under the standard
employment rules of the American Arbitration Association. This letter shall be construed in
accordance with the laws of the State of Indiana.




 









 







Mr. Jimmy D. Staton

December 13, 2007

Page 3



I hope that you accept the Company’s offer of employment. To acknowledge your acceptance, please
sign and return one copy of this letter to me. I’m delighted with your interest in working with
us. Please feel free to contact me to discuss any questions you may have. We look forward to your
acceptance.




	 	 	 	 	 
	 	Sincerely,

 	 
	 	/s/ Robert C. Skaggs
 	 
	 	Robert C. Skaggs 	 
	 	President and
Chief Executive Officer 	 
	 



     /s/ Jimmy D. Staton          

     Jimmy D. Staton