exv10w3






Exhibit 10.3




NISOURCE INC.

DIRECTORS’ CHARITABLE GIFT PROGRAM





	1.	 	PURPOSE OF THE PROGRAM
	 
	 	 	Under the NiSource Inc. Directors’ Charitable Gift Program (Program), NiSource Inc.
(Company) will make a donation on behalf of each eligible Director, in the Director’s name,
to the eligible tax-exempt organization(s) (Donee(s)) selected by the Director. The purpose
of the Program is to acknowledge the service of the Company’s Directors, to recognize the
interest of the Company and its Directors in supporting worthy charitable organizations and
institutions of higher learning and to enhance the Company’s ability to continue to attract
and retain highly qualified individuals to serve as Directors.
	 
	2.	 	ELIGIBILITY
	 
	 	 	All persons serving as Directors of the Company as of February 16, 2006, other than
Directors who are current or former employees of the Company or any of its subsidiaries,
shall be eligible to participate in the Program through December 31, 2008. All Directors
who join the Company’s Board of Directors after that date shall not be eligible to
participate in the Program. No Director shall be eligible to participate in the program
after December 31, 2008.
	 
	3.	 	DONATION AMOUNT






	 	(a)	 	While serving as a Director before May 13, 2008, the donation amount for a
Director will be determined based on the Director’s completed years of Board service,
in accordance with the following schedule.





	 	 	 	 	 
	Completed Years	 	Cumulative
	of Service	 	Donations
	Less than 5
	 	$	0	 
	5-9
	 	$	125,000	 
	10 or more
	 	$	250,000	 







	 	 	 	Notwithstanding this schedule, a Director who has completed at least five years of
service will be treated as having served for 10 or more years if he or she
terminates Board service as a result of death, disability or mandatory retirement.
	 
	 	(b)	 	Effective May 13, 2008, any Eligible Director who has not satisfied his or
her donations, regardless of the number of years of service on the Board, may make
donation in any amounts but in aggregate will not exceed $125,000. No donations will
be made, however, after December 31, 2008.





Amended May 13, 2008


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	4.	 	RECOMMENDATION OF DONATION
	 
	 	 	At any time after a Director becomes eligible to participate in the Program, he or she may
make a written recommendation to the Company, on a form provided by the Company for this
purpose, designating the Donee(s) which he or she recommends as the recipient(s) of the
Company donation to be made on his or her behalf. A Director may revise or revoke any such
recommendation prior to payment of the donation by signing a new recommendation form and
submitting it to the Company. Each eligible Director may choose one Donee or several
Donees to receive a Company donation, provided that each Donee must be recommended to
receive a donation of at least $25,000.
	 
	5.	 	DONEES
	 
	 	 	To be eligible to receive a donation, a recommended organization must be a charitable
organization or an accredited United States institution of higher learning and such
charitable organization or institution of higher learning must initially, and at the time a
donation is to be made, qualify to receive tax-deductible donations under the Internal
Revenue Code. An organization or institution will be approved unless it is determined, in
the exercise of good faith judgment, that a donation to the organization or institution
would be detrimental to the best interests of the Company. A Director’s private foundation
is not eligible to receive donations under the Program.
	 
	6.	 	TIMING OF DONATION
	 
	 	 	Each donation made on a Director’s behalf will be made by the Company as soon as is
practicable after the Company receives the Director’s recommendation, the Director
completes the requisite number of years of service, and the Company confirms the
eligibility of the Donee, or at such later date as the Director may specify. In no event,
however, will the Company make a donation after December 31, 2008, on behalf of a Director.
	 
	7.	 	FUNDING AND PROGRAM ASSETS
	 
	 	 	The Company currently intends not to fund the Program. However, if in the future the
Company elects to fund the Program in any manner, neither the Directors nor their
recommended Donee(s) shall have any rights or interests in any assets of the Company
identified for such purpose. Nothing contained in the Program shall create, or be deemed to
create, a trust, actual or constructive, for the benefit of a Director or any Donee
recommended by a Director to receive a donation, or shall give, or be deemed to give, any
Director or recommended Donee any interest in any assets of the Program or the Company.




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	8.	 	AMENDMENT OR TERMINATION
	 
	 	 	The Board of Directors of the Company, may at any time, without the consent of the
Directors participating or eligible to participate in the Program, amend, suspend or
terminate the Program. Notwithstanding the foregoing, the Program shall terminate
effective December 31, 2008, such that no Director shall be able to participate in the
Program after December 31, 2008, and no donations may be made on behalf of a Director after
December 31, 2008.
	 
	9.	 	ADMINISTRATION
	 
	 	 	The Program shall be administered by the officers of the NiSource Charitable Foundation or
any other employees of the Company or its subsidiaries designated by the Chairman of the
Company (Committee). The Committee shall have plenary authority in its discretion, but
subject to the provisions of the Program, to prescribe, amend and rescind rules,
regulations and procedures relating to the Program. The determinations of the Committee on
the foregoing matters shall be conclusive and binding on all interested parties.
	 
	10.	 	GOVERNING LAW
	 
	 	 	The Program shall be construed, enforced and administered according to the laws of the
State of Indiana, other than the conflicts of law provisions thereof.
	 
	11.	 	EFFECTIVE DATE
	 
	 	 	The effective date of the amended and restated Program is May 13, 2008. The recommendation
of any individual Director will be effective when he or she completes and submits to the
Committee a written recommendation on the form provided for that purpose.
	 
	12.	 	SUPERSEDES PREVIOUS PROGRAM
	 
	 	 	The terms of this Program supersede the terms of a similar program that was adopted in 1994
by a predecessor to the Company (Previous Program). Donations made by the Company’s
predecessor on behalf of a particular Director under the Previous Program shall count
against that Director’s cumulative donations under section 3 of this Program.






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