FIRST AMENDMENT

         THIS FIRST AMENDMENT (this "First Amendment") dated as of March 7, 2000
is to the Credit  Agreement (the "Credit  Agreement")  dated as of March 8, 1999
among INDIANA GAS COMPANY, INC. (the "Company"),  certain lenders (the "Banks"),
ABN AMRO BANK N.V., as  Syndication  Agent,  NATIONAL  CITY BANK OF INDIANA,  as
Documentation  Agent,  and BANK ONE,  INDIANA,  N.A., as  Administrative  Agent.
Unless otherwise defined herein,  terms defined in the Credit Agreement are used
herein as defined therein.

         WHEREAS,  the parties  hereto have  entered  into the Credit  Agreement
which provides for the Banks to make Loans to the Company from time to time; and

         WHEREAS, the parties hereto desire to amend the Credit Agreement as set
forth below;

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable  consideration  (the  receipt  and  sufficiency  of  which  are  hereby
acknowledged), the parties hereto agree as follows:

         SECTION 1 AMENDMENTS.  Effective on (and subject to the  occurrence of)
the First  Amendment  Effective Date (as defined  below),  the Credit  Agreement
shall be amended as follows:

         Section 1.1 Amendment to Definition of Facility  Termination  Date. The
definition  of the term  "Facility  Termination  Date"  shall be  amended in its
entirety to read as follows:

                  "'Facility  Termination Date' means March 6, 2001 or any later
         date as may be specified as the Facility Termination Date in accordance
         with Section 2.19 or any earlier date on which the Aggregate Commitment
         is  reduced  to zero or  otherwise  terminated  pursuant  to the  terms
         hereof."

         SECTION 2 REPRESENTATIONS  AND WARRANTIES.  The Company  represents and
warrants  to the Banks  that (a) each  warranty  set  forth in  Article V of the
Credit  Agreement  is true and  correct as if made on the date  hereof,  (b) the
execution  and  delivery  by  the  Company  of  this  First  Amendment  and  the
performance  by the Company of its  obligations  under the Credit  Agreement  as
amended hereby (as so amended,  the "Amended  Credit  Agreement") (i) are within
the  corporate  powers of the  Company,  (ii) have been duly  authorized  by all
necessary  corporate  action,  (iii) have  received all  necessary  governmental
approval and (iv) do not and will not  contravene or conflict with any provision
of law or of the  charter  or  by-laws of the  Company  or any  indenture,  loan
agreement or other material contract,  order or decree which is binding upon the
Company,  and (c) this First Amendment and the Amended Credit  Agreement are the
legal,  valid and binding  obligations of the Company,  enforceable  against the
Company in accordance with their terms,  except as enforceability may be limited
by bankruptcy, insolvency or other similar laws of general application affecting
the enforcement of creditor's rights or by general principles of equity limiting
the availability of equitable remedies.

         SECTION 3  EFFECTIVENESS.  The  amendment  set forth in Section 1 shall
become effective,  as of the day and year first above written, on such date (the
"First  Amendment  Effective  Date")  that the  Administrative  Agent shall have
received (i) counterparts of this First Amendment executed by the parties hereto
(ii) a renewal  fee in an  amount  equal to 0.02% of the  Aggregate  Commitment,
payable to the  Administrative  Agent for the  ratable  benefit of the Banks and
(iii) certain fees payable to the Arranger and the  Administrative  Agent as set
forth in the fee letter dated February 15, 2000.

         SECTION 4  MISCELLANEOUS.

         Section  4.1  Continuing  Effectiveness,  etc. As herein  amended,  the
Credit  Agreement  shall remain in full force and effect and is hereby  ratified
and confirmed in all respects.

         Section 4.2  Counterparts.  This First Amendment may be executed in any
number of counterparts  and by the different  parties on separate  counterparts,
and  each  such  counterpart  shall be  deemed  to be an  original  but all such
counterparts shall together constitute one and the same First Amendment.

         Section 4.3  Governing  Law. This First  Amendment  shall be a contract
made  under and  governed  by the laws of the  State of  Indiana  applicable  to
contracts made and to be performed entirely within such State.

         Section 4.4  Successors  and  Assigns.  This First  Amendment  shall be
binding  upon the  Company  and the Banks and their  respective  successors  and
assigns,  and shall  inure to the  benefit of the  Company and the Banks and the
successors and assigns of the Banks.

         Section 4.5 Expenses.  The Company agrees to pay the  reasonable  costs
and expenses of the  Administrative  Agent in connection  with the  preparation,
execution and delivery of this First Amendment.

         IN WITNESS WHEREOF,  the Company and the Banks have executed this First
Amendment as of the date first above written.

                                    INDIANA GAS COMPANY, INC.



                                    By:/s/ Steven Schein
                                       -----------------------------------------

                                    Title: VP & Treasurer
                                          --------------------------------------


                                    BANK ONE, INDIANA, N.A.



                                    By: /s/ [Not Legible]
                                       -----------------------------------------

                                    Title:  FVP
                                          --------------------------------------


                                    ABN AMRO BANK N.V.



By: /s/ David B. Bryant             By:/s/ Mark R. Lasek
   --------------------------          -----------------------------------------

Title:  Group Vice President        Title: Group Vice President
      -----------------------             --------------------------------------



                                    NATIONAL CITY BANK OF INDIANA



                                    By: /s/ William E. Kennedy
                                       -----------------------------------------

                                    Title: V.P.
                                          --------------------------------------