exv10w10






Exhibit 10.10




FIRST AMENDMENT TO THE

NISOURCE INC.

1994 LONG-TERM INCENTIVE PLAN




(AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2005)




BACKGROUND





	A.	 	NiSource Inc. (the “Company”) maintains the NiSource Inc. 1994 Long-Term Incentive Plan,
amended and restated effective January 1, 2005 (the “Plan”).
	 
	B.	 	The Company desires to amend the Plan to allow the Company’s Chief Executive Officer to have
discretion to grant awards to certain employees.
	 
	C.	 	The Company also desires to amend the Plan to establish a claw-back provision in which the
Company recovers from a participant in the Plan amounts previously paid to the Participant
when the Company later learns that such payment was not proper.
	 
	D.	 	Section 21 of the Plan gives the Company the ability to amend the Plan.





PLAN AMENDMENT





	1.	 	Section 3(c) is added to the Plan to read as follows:
	 
	 	 	(c) CEO’s Pool of Shares. A portion of the shares available for Awards under this Plan, to
be determined by the Committee, may be reserved for the Chief Executive Officer of the
Corporation (the “CEO”) to make certain Awards (the “CEO Pool”). The CEO may grant any type
of Award with shares from the CEO Pool; provided however, that the CEO may not grant any
Award to any executive officers. Awards available for grant from the CEO Pool will be
authorized from time to time by the Committee. The Committee may at any time remove from
the CEO Pool any shares that have not yet been granted under Awards.
	 
	2.	 	Section 25 is added to the Plan to read as follows:
	 
	 	 	25. Over/Under Payment. If any Participant or beneficiary receives an underpayment of
Shares or cash payable under the terms of any Award, payment of any such shortfall shall be
made as soon as administratively practicable. If any Participant or beneficiary receives an
overpayment of Shares or cash payable under the terms of any Award for any reason, the
Committee or its delegate shall have the right, in its sole discretion, to take whatever
action it deems appropriate, including but not limited to the right to require repayment of
such amount or to reduce future payments under this Plan, to recover any such overpayment.
Notwithstanding the foregoing, if the Company is required to prepare an accounting
restatement due to the material noncompliance of the Company, as a result
of misconduct, with any financial reporting requirement under the securities laws, and if




 









 






	 	 	the Participant knowingly or grossly negligently engaged in the misconduct, or knowingly or
grossly negligently failed to prevent the misconduct, or if the Participant is one of the
individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of
2002, the Participant shall reimburse the Company the amount of any payment in settlement of
an Award earned or accrued during the twelve- (12-) month period following the first public
issuance or filing with the United States Securities and Exchange Commission (whichever just
occurred) of the financial document embodying such financial reporting requirement.






	3.	 	The remainder of the Plan shall remain unchanged.





     IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed on its behalf,
by its officer duly authorized, this 22nd day of January, 2009.



	 	 	 	 	 
	 	NISOURCE INC.

 	 
	 	By:  	/s/ Robert D. Campbell
 	 
	 	 	 	 
	 	 	 	 
	 




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