exv10w1



 





EXHIBIT 10.1




December 3, 2003




Stephen P. Adik

488 Wexford Road

Valparaiso, IN 46385



Dear Steve:


This Letter Agreement confirms our decision concerning your employment
status. As we discussed, your employment with NiSource Corporate
Services Company will be terminated as a result of your voluntary
retirement. If you sign this Letter Agreement, it will constitute the
mutual agreement between you and the Company regarding the termination
of your employment. As used herein, “the Company” shall mean NiSource
Inc. or any of its affiliates or subsidiaries, including NiSource
Corporate Services Company, and “NiSource” shall mean exclusively
NiSource Inc.




	 	1.	 	Employment Status
	 
	 	 	 	Unless you are discharged for cause, you will continue as an
active employee of the Company through December 31, 2003 for
purposes of determining your NiSource post-retirement health, life
insurance and retirement benefits, as well as participation in the
2003 NiSource bonus plan. You will be treated as retiring as an
active employee on January 1, 2004 for purposes of vesting (a) any
restricted and contingent stock in NiSource owned by you and (b)
any NiSource stock options owned by you; provided, however, you
shall be treated as retiring as an active employee on January 29,
2004 for purposes of vesting the contingent stock grant awarded to
you by NiSource January 29, 2000. Thereafter, you will retire from
the Company with the benefits which you are entitled to as a
retired employee of the Company and only those additional benefits
set forth in Paragraphs 2 and 3, provided that you shall be
entitled to the benefits set forth in Paragraphs 2 and 3 after you
timely execute a release in the form attached as Exhibit 1 hereto.
	 
	 	 	 	You will resign as an officer and director of the Company on
December 31, 2003, except you will not resign as a director of
NiSource.
	 
	 	 	 	After your retirement, you agree to cooperate whenever needed in
the preparation for and/or defense of any litigation in which the
Company is involved.
	 
	 	2.	 	Retirement Payments




 









 









	 	A.	 	Special Retirement Cash Bonus





	 	 	 	On December 31, 2003, and in recognition for your past services to
the Company, you will receive a cash bonus in the amount of
$450,000 (the “Special Bonus”). The Special Bonus will be subject
to legally-mandated deductions for Social Security and federal,
state and local taxes.





	 	B.	 	Special Restricted Stack Grant





	 	 	 	On January 2, 2004, and in recognition for your past services to
the Company, you will receive $450,000 in value of NiSource
restricted common stock, with the number of restricted shares to
be issued to equal $450,000 divided by the closing stock price of
a share of NiSource common stock on January 2, 2004 (the “Special
Restricted Stock Grant”). The terms of the Special Restricted
Stock Grant agreement are attached as Exhibit 2.





	 	C.	 	Previously Issued Stock Options and Restricted Stock Grants





	 	 	 	Exhibit 3 lists the terms of all stock options, restricted stock
grants and contingent stock grants previously issued to you and
which remain outstanding as of January 1, 2004.
	 
	 	3.	 	Change In Control
	 
	 	 	 	You acknowledge that you are not currently owed any benefits under
your Change in Control Agreement dated as of February 5, 1990, and
as amended and restated as of September 1, 1997 and April 19, 2000
(the “CIC”). Nonetheless, as additional consideration for your
execution of this Agreement, the Company agrees that, if




               (a) an Acquisition of NiSource (as defined below) by (i) McEnroe or a
wholly owned, direct or indirect subsidiary of McEnroe or (ii) Tiger or a
wholly owned, direct or indirect subsidiary of Tiger (McEnroe and Tiger shall
be referred to as the “Initial Proposed Acquirer”) is announced on or before
June 30, 2005, or



               (b) within six months after the date on which NiSource and the Initial
Proposed Acquirer enter into a definitive agreement for the Initial Proposed
Acquirer regarding an Acquisition of NiSource, the Company enters into a
definitive agreement with a corporation or other entity other than the Initial
Proposed Acquirer (the “Subsequent Proposed Acquirer”) regarding an Acquisition
of NiSource, and the transaction with the Subsequent Proposed Acquirer is
closed, then you will receive 34,101 shares of NiSource common stock
(determined by taking the difference between 55,529 TARSAP shares forfeited
upon your retirement less 21,428 shares granted to you under the Special
Restricted Stock Grant and based on the assumption the shares issued under the
Restricted Stock Grant are valued at $21.00 per share). You will not receive
any payments in the event there is an Acquisition of NiSource under
circumstances not specifically described in the previous sentence. For purposes
of this Paragraph 3, the phrase “Acquisition of NiSource” means a transaction
which is defined as a “Change in Control” in the CIC.



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	 	4.	 	Vacation
	 
	 	 	 	You are eligible to receive a lump sum payment representing
compensation for your accrued and unused vacation in the amount of
$80,288.49. This payment will be subject to legally-mandated
deductions for Social Security and federal, state and local taxes,
as well as deductions for any contributory benefit plans in which
you elect to continue participation.
	 
	 	5.	 	COBRA Coverage
	 
	 	 	 	Your retirement is a qualifying event under the Consolidated
Omnibus Budget Reconciliation Act (“COBRA”). The Company will
notify you and/or your dependents of the insurance coverage which
you may continue on a self-pay basis as provided by COBRA upon
termination of your employment. You are entitled to 18 months of
COBRA for dental and vision insurance on a self-pay basis
commencing January 1, 2004.
	 
	 	 	 	Notwithstanding the foregoing, you will be reimbursed by the
Company for the first 12 months of COBRA for dental and vision
insurance.
	 
	 	6.	 	Waiver of Severance Payments
	 
	 	 	 	You agree to waive any rights to severance payments under the
NiSource Executive Severance Policy that became effective as of
June 1, 2002
	 
	 	7.	 	Long Term Incentive Program
	 
	 	 	 	You will be treated as an active employee of the Company through
January 1, 2004 for purposes of the 1994 Long Term Incentive Plan
as amended, including the vesting of any contingent or restricted
stock or stock options.
	 
	 	8.	 	Indemnification
	 
	 	 	 	You will be entitled to indemnification by the Company pursuant to
the provisions of Article 6 of NiSource Corporate Services
Company’s by-laws in effect on December 31, 2003 notwithstanding
any change made thereafter, except as such change may be required
by law. You will also be entitled to coverage under the directors
and officers liability insurance coverage maintained by the
Company (as in effect from time to time) to the same extent as
other former officers of the Company.
	 
	 	9.	 	Company Property
	 
	 	 	 	The Company will transfer to you, title to your current Company
automobile, at no cost to you, at a time of your choosing, but in
no event later than January 31, 2004. The Company, in accordance
with practices previously in place, will reimburse any income tax
liability incurred by you as a result of this transfer.




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	 	 	 	You agree to return to the Company any and all of its property,
including but not limited to, keys, employee identification or
security access cards, telephones, computing equipment, PDAs,
credit cards and cars on or before January 1, 2004.
	 
	 	 	 	Notwithstanding the foregoing, you may continue to use your
Company mobile telephones until January 31, 2004.
	 
	 	10.	 	Confidentiality
	 
	 	 	 	You acknowledge that preservation of a continuing business
relationship between the Company and their respective customers,
representatives, and employees is of critical importance to the
continued business success of the Company and that it is the
active policy of the Company to guard as confidential certain
information not available to the public and relating to the
business affairs of the Company. In view of the foregoing, you
agree that you shall not disclose to any person or entity any such
confidential information that was obtained by you in the course of
your employment by the Company (including your employment as a
director of NiSource) without the prior written consent of the
Company. It will not be considered a violation of this Paragraph
10 if you are required to disclose confidential information in a
proceeding to enforce your rights under this Letter Agreement or
pursuant to a subpoena, order of court or other governmental or
administrative directive, compliance with which is mandatory,
provided you give the Company notice that you have been served
with such a subpoena or order immediately upon receiving service.
	 
	 	 	 	Moreover, you agree that upon termination of your employment, you
will promptly deliver to the Company all documentation and other
materials relating to the Company’s business or the business of
any NiSource company which are in your possession or under your
control, including customer and potential customer lists, product
lists, and marketing material, whether in written or electronic
data form; and you will delete, destroy or discard all copies of
such confidential information remaining in your possession,
provided, however, you shall be entitled to retain documentation
and other materials relating to the Company’s business that is
necessary for you to serve as a director of NiSource.
	 
	 	 	 	To facilitate the foregoing, the Company will allow you to use
your existing office space and will provide you with secretarial
assistance on an as-needed basis, until the earlier of the date
upon which you certify that you have complied with the foregoing,
or April 1, 2004.
	 
	 	 	 	You further acknowledge and agree that the Company’s remedy in the
form of monetary damages for any breach by you of any of the
provisions of this paragraph may be inadequate and that, in
addition to any monetary damages for such breach, the Company
shall be entitled to institute and maintain any appropriate
proceeding or proceedings, including an action for specific
performance and/or injunction.




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	 	11.	 	Status as a Director
	 
	 	 	 	Unless nominated by NiSource, you hereby agree not to stand for
re-election as a director of NiSource upon the expiration of your
current term as a director of NiSource.
	 
	 	 	 	Subsequent to December 31, 2003, you will have the status of a
non-employee director of NiSource and shall be entitled to such
compensation for board and committee duties as is accorded to
non-employee directors of NiSource.
	 
	 	12.	 	Release of Claims
	 
	 	 	 	In consideration of the payment and benefits described above, you,
on behalf of yourself and your heirs, executors, and
administrators, fully and finally settle, release, and waive any
and all local, state (including but not limited to the Indiana
Civil Frights Law), and federal civil, common law, statutory
(including, but not limited to, the Age Discrimination in
Employment Act of 1967, Title VII of the Civil Rights Act of 1964,
the Americans with Disabilities Act of 1990, the Family and
Medical Leave Act of 1993, and the Employee Retirement Income
Security Act of 1974, as those Acts are amended), and equitable
claims against the Company and NiSource, Inc. and its subsidiaries
and affiliated companies, and all the stockholders, predecessors,
successors, agents, directors, officers, employees,
representatives, and attorneys of NiSource, and its subsidiaries
and affiliated companies, known or unknown, occurring or arising
prior to you signing this Letter Agreement, except for claims
relating to the enforcement of this Letter Agreement.
	 
	 	 	 	You acknowledge and agree that this release is being given only in
exchange for consideration to which you are not otherwise
entitled.
	 
	 	 	 	Based on the knowledge the Company has of the date of this Letter
Agreement, the Company has no intention to sue you or your heirs,
executors or administrators.
	 
	 	13.	 	Outstanding Charges
	 
	 	 	 	You hereby agree to pay the Company any outstanding amounts owed
to the Company, and further agree that by signing this Letter
Agreement you hereby authorize the Company to deduct any
outstanding charges from your lump sum or salary continuation
payments.
	 
	 	14.	 	Governing Law
	 
	 	 	 	This Letter Agreement shall be construed in accordance with the
laws of Indiana.




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	 	15.	 	Severability
	 
	 	 	 	In the event that one or more of the provisions contained in this
Letter Agreement shall for any reason be held to be invalid,
illegal or unenforceable in any respect, the Company shall have
the right to enforce the remainder of this Letter Agreement.
	 
	 	16.	 	Non-Disclosure
	 
	 	 	 	Except to the extent that disclosure is required to enforce your
rights under this Letter Agreement or otherwise is required by
subpoena, order of court or other governmental or administrative
directive, compliance with which is mandatory, you expressly agree
to keep the terms of this Letter Agreement strictly confidential
and that you will not disclose the terms of this Letter Agreement
to anyone other than your spouse, your legal counsel or your tax
advisor, provided that they each agree to preserve the
confidentiality of the terms of this Letter Agreement.
	 
	 	 	 	You agree not to make any false and disparaging statements about
the Released Parties to any media outlet, industry group,
financial institution or analyst, or current or former employee,
consultant, client or customer of the Company.
	 
	 	 	 	NiSource and the officers of NiSource shall not make any false and
disparaging statements about you to any media outlet, individual
group, financial institution or analyst.
	 
	 	 	 	Nothing herein should be construed as a limitation on your ability
to consult with your counsel or with an administrative agency.
	 
	 	17.	 	Complete Agreement
	 
	 	 	 	You acknowledge that in accepting this Letter Agreement, you have
not relied upon any representation or promise other than those
expressly stated in this Letter Agreement.
	 
	 	 	 	This Letter Agreement and those sections of other Agreements
specifically referenced herein, constitute the complete
understanding between you and the Company relating to your
separation and supersede any and all prior agreements, promises,
representations or inducements, no matter their form, concerning
your employment with the Company. No promises or agreements made
subsequent to the execution of this Agreement by these parties
shall be binding unless reduced to writing and signed by
authorized representatives of these parties.
	 
	 	18.	 	Important Information
	 
	 	 	 	You acknowledge that the Company has advised you take up to 21
days to consider the terms and conditions outlined above, and that
the Company has also advised you to consult an attorney before
signing this Letter




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	 	 	 	Agreement. You also have the right to revoke your execution of
this Letter Agreement within 7 days after execution in accordance
with the Notice To Employee attached hereto.
	 
	 	 	 	If you accept the terms and conditions outlined above, including
Paragraph 12, please sign both copies of this Letter Agreement in
the space provided below to signify your acceptance, and return
both copies to Gary L. Neale by December 24, 2003, on which date
this offer will expire if not accepted. If you accept the terms
and conditions outlined above, your acceptance is in lieu of any
and all other severance programs offered by the Company and you
knowingly and voluntarily waive participation in all other
severance programs offered by the Company. You acknowledge that
the Company’s performance under this Agreement constitutes full
and complete payment of all amounts due to you from the Company
and constitutes additional consideration to which you are not
otherwise entitled.




Very truly yours,



/s/ Gary L. Neale



Gary L. Neale



	 	 	 	 	 
	Accepted:

	 
	 	 	 	 
	/s/ Stephen P. Adik

	Stephen P. Adik

	 
	 	 	 	 
	Date:
	 	 	 	 
	

	 	

	 	 
	 
	 	 	 	 
	Witness:
	 	 	 	 
	 
	 	 	 	 
	/s/ Peter V. Fazio, Jr.

	 
	 	 	 	 
	Date:
	 	 	 	 
	

	 	
 	 	 







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EXHIBIT 1




GENERAL RELEASE



Attn: This General Release Should Not Be Signed Prior to Employee’s
Termination Date, January 1, 2004.



     In consideration of the payments and benefits set forth in the Letter
Agreement attached hereto, the sufficiency of which consideration is
hereby acknowledged, I, for myself and my heirs, executors and
administrators, do hereby fully, finally and unconditionally release and
forever discharge NiSource Inc. and all of its parent, sister and
subsidiary corporations and all of its affiliates, as well as all of its
former and current directors, officers, employees, stockholders,
attorneys, agents, predecessor, successors and assigns, in their personal
and corporate capacities (hereinafter “Released Parties”), from any and
all liabilities, actions, causes of action, claims, rights, obligations,
charges, damages, costs, attorneys’ fees, suits, re-employment rights and
demands of any and every kind, nature, and character, known and unknown,
liquidated or unliquidated, absolute or contingent, in law or in equity,
enforceable under and local, state, or federal statute or ordinance, or
under the common laws of the United States, from the beginning of time to
the date of this General Release, including but not limited to, all claims
relating to the Age Discrimination in Employment Act of 1967, as amended,
29 U.S-C.§ 621 et seq. and the specific statutes referred to in footnote
11, any and all claims relative to any agreement relating to my employment
with any of the Released Parties, including but not limited to any claims
under the doctrines of defamation, libel, slander, invasion of privacy,
intentional infliction of emotional distress, interference with
contractual relations, retaliatory discharge, breach of contract, wrongful
discharge, breach of implied contract or implied covenant of good faith or
fair dealing, and any other statute, authority or law, providing a cause
of action relating to my employment with NiSource and all of its parent,
sister and subsidiary corporations and all of its affiliates, and/or its
termination. I also agree not to sue NiSource or any of the other
Released Parties with respect to the claims covered by the foregoing
General Release.



     This General Release shall not apply to: (1) any third party claims
against me relating to or arising from my employment with the released
Parties; or any of its related parties; or (2) the Letter Agreement
attached hereto.



     I acknowledge that prior to entering into the Letter Agreement to which
this General Release is attached and made a part of, I was advised in writing
to consult with an attorney before executing the Letter Agreement and that I
was given a period of at least twenty-one (21)







1 Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et
seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001
et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.;
the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et
seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the
Fair Labor Standards Act, as amended, 29 U.S.C. §201 et seq.; the Civil Rights
Act of 1866, 42 U.S.C. §1981 et seq.; the Worker Adjustment Retraining
Notification Act, 29 U.S.C. 2101§ et seq., the Occupational Safety and Health
Act, 29 U.S.C. §651 et seq. and the Indiana Civil Rights Act.


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days within which to consider the Letter Agreement, including the terms of
this General Release. Moreover, I was advised in writing of my right, for
seven days following my execution of the Letter Agreement, to revoke the Letter
Agreement and thereby decline to execute this General Release. I expressly
represent that I did not revoke the Letter Agreement. Accordingly, I
acknowledge and agree that the Letter Agreement is effective and enforceable.



     I hereby represent that I have read and understand the terms of this
General Release and represent that my execution of this General Release
constitutes my knowing and voluntary act, made without coercion or
intimidation. I understand that this General Release in applicable to any
claims arising prior to the date of this General Release and is binding upon
me, my heirs, executors and assigns.



	 	 	 	 	 
	
 
	 	 
	Stephen P. Adik

	 
	 	 	 	 
	Date:
	 	 	 	 
	

	 	
 	 	 
	 
	 	 	 	 
	
 

	Witness’ Signature

	 
	 	 	 	 
	Date:
	 	 	 	 
	

	 	
 	 	 







NISOURCE RELEASE




     Based on the knowledge NiSource Inc. and its affiliates have as of the
date of this Release, NiSource Inc. has no intention to sue you or your heirs,
executors or administrators.



	 	 	 	 	 
	 
	 	NISOURCE INC.
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	Its:	 	 
	

	 	 	 	
 







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EXHIBIT 2




NISOURCE INC.

1994 LONG-TERM INCENTIVE PLAN,

AS AMENDED AND RESTATED




RESTRICTED STOCK AGREEMENT




     This Agreement is made as of the 2nd day of January, 2004 (“Date of
Award”), between NiSource Inc. (the “Company”) and Stephen P. Adik (the
“Grantee”). In consideration of the agreements set forth below, the Company an
the Grantee agree as follows:



     1. Grant. A restricted stock award (“Award”) of 20,736 shares
(“Restricted Shares”) of the Company’s common stock, par value $.01 per share,
is hereby granted by the Company to the Grantee, subject to the following terms
and conditions, and, to the extent relevant and not covered by this Agreement,
to the provisions of the NiSource Inc. 1994 Long-Term Incentive Plan, as
Amended and Restated Effective January 1, 2004 (the “Plan”), the terms of which
are incorporated by reference herein.



     2. Transfer Restrictions. None of the Restricted Shares shall be sold,
assigned, pledged or otherwise transferred, voluntarily or involuntarily, by
the Grantee prior to the lapse of restrictions pursuant to Sections 3, 4 and 5
below.



     3. Lapse of Restrictions. The restrictions set forth in Section 2 above
shall lapse with respect to the Restricted Shares as follows:




The restrictions shall lapse on the first to occur of (i) April 17, 2005
and (ii) the date of the Grantee’s death.



     4. Change in Control. Notwithstanding the provisions of Section 3 above,
in the event of a Change in Control of the Company, as defined in the Flan, all
restrictions applicable to the Restricted Shares shall lapse.



     5. Forfeiture. All of the Restricted Shares shall be forfeited to the
Company if, on or before April 1.7, 2015, the Grantee enters into an
employment, commercial or consulting relationship with (i) another public
utility, public utility holding company or a subsidiary of a public utility
holding company, (ii) a regulated or nonregulated energy company or subsidiary
of a regulated or nonregulated energy company, or (iii) an independent power
producer; or solicits any employee of the Company or its subsidiaries to work
for a business entity described in this Section 5; provided, however, the
Grantee shall be allowed to undertake an employment, commercial or consulting
arrangement with a business entity whose business operations are described
above if the Chief Executive Officer of the Company agrees in writing that such
activities would not conflict with the best interests of the Company, which
agreement shall not he unreasonably withheld.



     6. Rights as Stockholder. During the restriction period, the Grantee
shall be entitled to all of the rights of a stockholder with respect to the
Restricted Shares, including without



 









 




limitation the right to vote and tender such Restricted Shares, and to
receive dividends and other distributions payable with respect to such
Restricted Shares since the Date of Award.



     7. Escrow of Share Certificates. Certificates for the Restricted Shares
shall be issued in the Grantee’s name and shall be held in escrow by the
Company until all restrictions lapse or such Shares are forfeited as provided
herein. A certificate or certificates representing the Restricted Shares as to
which restrictions have lapsed shall be delivered from escrow by the Company to
the grantee upon such lapse.



     8. Government Regulations. Notwithstanding anything contained herein to
the contrary, the Company’s obligation to issue or deliver certificates
evidencing the Restricted Shares shall be subject to all applicable laws, rules
and regulations, and to such approvals by any governmental agencies or rational
securities exchanges as may be required.



     9. Withholding Taxes. The Company shall have the right to require the
Grantee to remit to the Company, or to withhold from other amounts payable to
the Grantee, as compensation or otherwise, an amount sufficient to satisfy all
federal, state and local withholding tax requirements as provided in the Plan.



     10. Governing Law. This Agreement shall be construed under the laws of
the State of Indiana.



     In Witness Whereof, the Company has caused this Award to be
granted, and the Grantee has accepted this Award, as of the date first
above written.



	 	 	 	 	 	 	 
	 
	 	NISOURCE INC.	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	
 	 	 
	

	 	 	 	Chairman of the Nominating and	 	 
	

	 	 	 	Compensation Committee Board of	 	 
	

	 	 	 	Directors	 	 
	 
	 	 	 	 	 	 
	 
	 	
 
	 
	 	Stephen P. Adik, Grantee







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EXHIBIT 3




A. Vested NiSource Stock Options




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grant	 	Expiration	 	Plan	 	Grant	 	Options	 	Option	 	Options	 	Options	 	Options
	Date
	 	Date
	 	ID
	 	Type
	 	Granted
	 	Price
	 	Outstanding
	 	Vested
	 	Exercisable

	8/23/1994

	 	8/23/2004
	 	 	1988	 	 	Non-Qualified
	 	 	16,000	 	 	$	14.375000	 	 	 	16,000	 	 	 	16,000	 	 	 	16,000	 
	8/22/1995

	 	8/22/2005
	 	 	1988	 	 	Non-Qualified
	 	 	20,000	 	 	$	16.218800	 	 	 	20,000	 	 	 	20,000	 	 	 	20,000	 
	8/27/1996

	 	8/27/2006
	 	 	1988	 	 	Non-Qualified
	 	 	20,000	 	 	$	18.906300	 	 	 	20,000	 	 	 	20,000	 	 	 	20,000	 
	8/26/1997

	 	8/26/2007
	 	 	1994	 	 	Non-Qualified
	 	 	20,000	 	 	$	20.640700	 	 	 	20,000	 	 	 	20,000	 	 	 	20,000	 
	8/25/1998

	 	8/25/2008
	 	 	1994	 	 	Non-Qualified
	 	 	20,000	 	 	$	29.218800	 	 	 	20,000	 	 	 	20,000	 	 	 	20,000	 
	8/24/1999

	 	8/24/2009
	 	 	1994	 	 	Non-Qualified
	 	 	30,000	 	 	$	24.593800	 	 	 	30,000	 	 	 	30,000	 	 	 	30,000	 
	1/31/2000

	 	1/31/2010
	 	 	1994	 	 	Non-Qualified
	 	 	45,000	 	 	$	18.437500	 	 	 	45,000	 	 	 	45,000	 	 	 	45,000	 
	8/22/2000

	 	8/22/2010
	 	 	1994	 	 	Non-Qualified
	 	 	45,000	 	 	$	22.220000	 	 	 	45,000	 	 	 	45,000	 	 	 	45,000	 
	1/1/2001

	 	1/1/2011
	 	 	1994	 	 	Non-Qualified
	 	 	56,604	 	 	$	25.940000	 	 	 	56,604	 	 	 	56,604	 	 	 	56,604	 
	1/25/2002

	 	1/25/2012
	 	 	1994	 	 	Non-Qualified
	 	 	68,493	 	 	$	21.005000	 	 	 	68,493	 	 	 	68,493	 	 	 	68,493	 
	1/1/2003

	 	1/1/2013
	 	 	1994	 	 	Non-Qualified
	 	 	135,546	 	 	$	19.840000	 	 	 	135,546	 	 	 	135,546	 	 	 	135,546	 








	 	B.	 	Vested Restricted Shares





	 	1.	 	151,992 restricted NiSource shares which vest on January 1, 2004.





	 	C.	 	Vested NiSource Contingent Shares





	 	1.	 	25,000 contingent NiSource shares granted in 2000
and vesting on January 29, 2004.
	 
	 	2.	 	25,000 contingent NiSource shares granted in 2000
and vesting on January 29, 2005.
	 
	 	3.	 	16,361 contingent NiSource shares granted in 2001
and vesting on January 1, 2004.
	 
	 	4.	 	16,360 contingent NiSource shares granted in 2001
and vesting on January 1, 2005.
	 
	 	5.	 	27,765 contingent TARSAP NiSource shares granted
in 2003 and vesting on January 1, 2004.




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