exv10w30



 






Exhibit 10.30




AMENDMENT #4

TO AGREEMENT FOR

BUSINESS PROCESS AND SUPPORT SERVICES




     This AMENDMENT #4 (this “Amendment”), dated as of December 12, 2007, is entered into by and
between NiSource Corporate Services Company, a Delaware corporation (“NiSource”), and International
Business Machines Corporation, a New York corporation (“IBM”). This Amendment shall be effective
as of December 1, 2007 (the “Amendment Effective Date”).



Recitals




     A. WHEREAS, NiSource and IBM (a) entered into an Agreement for Business Process and Support
Services dated as of June 20, 2005 (the “Original Agreement”) and amended the Original Agreement
pursuant to Amendments #1 through 26 and (b) have created a conformed version of the Original
Agreement that reflects changes to the Original Agreement implemented by Amendments #1 through #21
and Amendments #24 and #26 (provided, however, that the letter agreements as listed in Attachment J
hereto, Change Orders and Request for Service (“RFS”) documents are not reflected within the body
of such conformed version but remain in full force and effect) (the “Conformed Version of the
Agreement”). All references after the Amendment Effective Date to the “Agreement” shall mean the
Conformed Version of the Agreement, as may be amended. For tracking purposes after the Amendment
Effective Date, Amendments #22, #23, and #25 to the Original Agreement shall be renumbered and
referred to as Amendments #1, #2 and #3, respectively, and this Amendment shall be hereafter
referred to as Amendment #4.



     B. WHEREAS, the Parties engaged in a reassessment of the relationship formed by the Parties
under the Agreement, including the identification and evaluation of (a) adjustment, enhancement and
remediation activities to address issues raised by the Parties with respect to the delivery of
certain Transformation projects and steady state Services under the Agreement and (b) strategies
for the best path forward for NiSource and IBM and the resolution of disputes;



     C. WHEREAS, the Parties entered into a Memorandum of Understanding, dated as of October 22,
2007, (the “MOU”) pursuant to which the Parties agreed in principle to (a) the key business terms
that would be reflected in this Amendment and (b) certain binding terms in order to allow NiSource
and IBM to commence (i) transition back activities for the scope to be terminated under this
Amendment, including communications and potentially offers of employment to designated IBM
personnel and possible engagement of IBM contractors, and (ii) the implementation of the
adjustments, improvements and remediation activities relating to the scope to be retained and
performed by IBM; and



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     D. WHEREAS, the Parties have agreed in this Amendment to formalize the agreement in principle
set forth in the MOU, including amending the Agreement to reflect that (a) the Human Resources
(“HR”) Service Tower, the Sales Center Service Tower, the Finance and Accounting (“F&A”) Service
Tower (except for completion and remediation activities relating to Wave 1 of the F&A
Transformation as set forth herein and ERS as set forth herein), the Supply Chain Management
(“SCM”) Service Tower and the Meter-to-Cash (“MTC”) Service Tower (except for certain offshore
activities as described in Section 7(d) below and the Revenue Recovery Services as described in
Section 7(e) below) shall be terminated and transitioned back to NiSource or its designee, (b) the
Services under the Customer Contact Center (“CCC”) Service Tower shall be provided by IBM in
accordance with the applicable Service Levels at a fixed price on an interim basis until and if
NiSource enters into a direct agreement with, or takes assignment of IBM’s current agreement with,
IBM’s current subcontractors Vertex Outsourcing LLC, a subsidiary of Vertex Data Science Limited
(“Vertex”), NCO Financial Systems, Inc. (“NCO”) and Network Omni Multi-Lingual Communications
(“Network Omni”) for the provision of certain CCC Services and such Services are fully transitioned
to Vertex, NCO and Network Omni as the primary providers of such Services (provided that offshore
non-call work identified herein is not intended to be transitioned to Vertex and shall continue to
be provided by IBM), (c) IBM shall complete the Wave 1 F&A Transformation completion and
remediation activities identified by the Parties, (d) IBM shall continue to provide certain
offshore activities for MTC after the transition back to NiSource or its designee of the rest of
MTC, (e) IBM shall continue to provide certain offshore non-call work for CCC as described in
Section 3 (g) below after the end of the fixed fee period referenced in subsection (b) above at the
charges agreed to herein and subject to the terms and conditions of the Agreement, (f) IBM shall
continue to provide the Services under the IT Service Tower subject to certain adjustments and
enhancements to the IT Services (including the associated Fees) and the implementation of certain
remediation activities and (g) certain settlement conditions have been agreed.



     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:



Amendments





	1.	 	Definitions; Attachments; Restated Schedules; Conformed Version of the Agreement.






	 	a.	 	Capitalized terms used but not defined in this Amendment shall have the
meaning given to such terms in the Agreement.
	 
	 	b.	 	The following Attachments attached to this Amendment supplement and are in
addition to the existing provisions and attachments to the Agreement:





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Attachment A




	 	 	 	 	 
	IT Terms — Part 1
	 	 
	 
	 	 	 	 
	 

	 	Annex A-1-1
	 	Productivity Improvement Percentages
	 

	 	Annex A-1-2
	 	Onshore/Offshore Ratios
	 

	 	Annex A-1-3
	 	Real Time Systems
	 

	 	Annex A-1-4
	 	Combined Countries for Turnover
	 
	 	 	 	 
	IT Terms — Part 2
	 	 
	 
	 	 	 	 
	 

	 	Annex A-2-1
	 	Application Mapping Diagram
	 

	 	Annex A-2-2
	 	BA Process Map
	 

	 	Annex A-2-3
	 	BAM Mapping
	 

	 	Annex A-2-4
	 	IT Staffing Matrix
	 

	 	Annex A-2-5
	 	IBM Personnel with Logical Access
	 

	 	Annex A-2-6
	 	Org Chart
	 

	 	Annex A-2-7
	 	Knowledge Transfer Methodology
for New Offshore Migrations of Software Applications
	 

	 	Annex A-2-8
	 	Offshore Migration Plan
	 

	 	Annex A-2-9
	 	Key Onshore Resources and
Key Offshore Resources
	 

	 	Annex A-2-10
	 	Request/Project Tracking Sample Report
	 

	 	Annex A-2-11
	 	APM Categorization and Recommendations
	 

	 	Annex A-2-12
	 	Project Communication Plan
	 

	 	Annex A-2-13
	 	AS, RTS AS and NS Vacancy Plans





Attachment B




	 	 	 	 	 
	        RTS Specific Terms – Part 1
	 	 
	 
	 	 	 	 
	 

	 	Annex B-1-1
	 	NS Coverage Model
	 

	 	Annex B-1-2
	 	NS Role Descriptions
	 

	 	Annex B-1-3
	 	Minimum RTS AS Headcount Requirements
	 

	 	Annex B-1-4
	 	ENOC Mission and Escalation Procedures
	 
	 	 	 	 
	        RTS Specific Terms – Part 2
	 	 
	 
	 	 	 	 
	 

	 	Annex B-2-1
	 	Draft RTS Termination SOW
	 

	 	Annex B-2-2
	 	RTS Termination SOW – Certain Open Issues





Attachment C            Resolution of Materials and Supplies Disputes




NiSource - IBM Amendment #4




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	 	Attachment D
	 	Detail of Financial Agreement Relating to Termination
	 
	 	 	 	 
	 

	 	Attachment E
	 	Resolution of Disputed Items (Part 1 & Part 2)
	 
	 	 	 	 
	 

	 	Attachment F
	 	Tentative Service Tower Transition Plan
and Dates
	 
	 	 	 	 
	 

	 	Attachment G
	 	Intellectual Property Rights
	 
	 	 	 	 
	 

	 	Attachment H
	 	Matrix of Vertex/IBM/NI Equipment Refresh and Maintenance Obligations
	 
	 	 	 	 
	 

	 	Attachment I
	 	F&A Completion and Remediation
	 
	 	 	 	 
	 

	 	Attachment J
	 	Letter Agreements
	 
	 	 	 	 
	 

	 	Attachment K
	 	BuySource Access
	 
	 	 	 	 
	 

	 	Attachment L
	 	Release
	 
	 	 	 	 
	 

	 	Attachment M
	 	MTC Credits







	 	 	 	The foregoing Attachments are hereby incorporated into and made part of this
Amendment (and accordingly the Agreement).
	 
	 	c.	 	The following Schedules and Exhibits are amended and restated Exhibits and
Schedules and replace the existing Schedules and Exhibits to the Agreement of the same
name in their entirety:






	 	i.	 	CCC –





	 	 	 
	 

	 	Annex 3.2.6 (Service Levels)
	 

	 	Annex 3.3.6 (SLA Definitions)
	 

	 	Annex 4.1.6 (Resource Units)
	 

	 	Schedule 14.6 (Third Party Contracts)







	 	ii.	 	MTC – Schedule 22.5 (Transition) — Updating for
BSG/NIPSCO deletion
	 
	 	iii.	 	IT





	 	 	 
	 

	 	Annex 3.2.1 (Service Levels)
	 

	 	Annex 3.3.1 (SLA Definitions)
	 

	 	Annex 4.1.1 (IT Resource Units)






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	 	iv.	 	General





	 	 	 
	 

	 	Schedule 4.2 (Pricing Tables)
	 

	 	Schedule 4.3 (Termination Matrix)
	 

	 	Schedule 6.1 (Service Categories)
	 

	 	Schedule 9.1 (Service Provider Service Delivery Locations)







	 	v.	 	Exhibits





	 	 	 
	Exhibit 12

	 	Equipment Assets
	Exhibit 13

	 	Software Assets
	Exhibit 14

	 	Third Party Contracts
	Exhibit 26

	 	Technology Refresh







	 	d.	 	The following Schedules are supplemental Schedules that are only effective as
set forth herein.






	 	i.	 	CCC - Offshore Non-Call Services Only





	 	 	 
	 

	 	Schedule 2.6 A (SOW)
	 

	 	Annex 3.2.6A (Service Levels)
	 

	 	Annex 3.3.6A (SLA Definitions)
	 

	 	Annex 4.1.6A (Resource Units)
	 

	 	Schedule 14.6A (Third Party Contracts)







	 	ii.	 	MTC - Offshore Services Only





	 	 	 
	 

	 	Schedule 2.5A (SOW)
	 

	 	Annex 2.5.1A (SOX)
	 

	 	Annex 3.2.5A (Service Levels)
	 

	 	Annex 3.3.5A (SLA Definitions)
	 

	 	Annex 4.1.5A (Resource Units)
	 

	 	Annex 14.5A (Third Party Contracts)







	 	e.	 	In the event of any conflict or inconsistency between the terms of this
Amendment and the terms of the Schedules or the Exhibits set forth above, the terms of
this Amendment shall prevail.
	 
	 	f.	 	Simultaneously herewith, NiSource and IBM created the Conformed Version of
the Agreement (as defined above). The intent of the Conformed Version of the
Agreement was solely to update and create a new version of the Original Agreement that
incorporated all of the amendments implemented by Amendments #1 through #21 and





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	 	 	 	Amendments #24 and #26 to the Original Agreement. In the event of a conflict
between the Conformed Version of the Agreement and the Original Agreement and the
Amendments included in the Conformed Version of the Agreement, the Original
Agreement and such Amendments shall be the controlling documents and shall prevail.
	 
	 	g.	 	All references after the Amendment Effective Date to the “Agreement” shall
mean the Conformed Version of the Agreement, as may be amended. For tracking
purposes after the Amendment Effective Date, Amendments #22, #23, and #25 to the
Original Agreement shall be renumbered and referred to as Amendments #1, #2 and #3,
respectively, and this Amendment shall be hereinafter referred to as Amendment #4.
	 
	 	h.	 	The letter agreements as listed in Attachment J hereto, Change Orders and RFS
documents are not reflected within the body of the Conformed Version of the Agreement
but remain in full force and effect (but as to letter agreements, only to the extent
specified in Attachment J). For the avoidance of doubt, Attachment J hereto reflects
all those letter agreements that remain in effect and all those that are terminated.






	2.	 	Memorandum of Understanding. Upon the Amendment Effective Date, the MOU shall
terminate and be superseded by the terms of this Amendment.
	 
	3.	 	Amendments applicable to CCC.






	 	a.	 	As of the Amendment Effective Date and continuing for 12 months from the
Amendment Effective Date unless terminated earlier by NiSource upon three months’
notice to IBM or extended by NiSource upon three months’ notice to IBM for up to an
additional three month period (the “CCC Fixed Period”), IBM shall provide the Services
that relate to the CCC Service Tower in accordance with the Agreement, including all
of the Services that are set forth in Schedule 2.6 to the Agreement (the “CCC
Services”) for the fixed monthly fee for the CCC Services as set forth in Schedule 4.2
to the Agreement (the “CCC Fixed Fee”). The CCC Fixed Fee shall not be subject to ECA
adjustment. The CCC Fixed Fee as reflected in Schedule 4.2 shall be invoiced monthly
in accordance with the payment terms set forth in the Agreement and reduced on an
equitable basis to reflect reduced scope if the Services are transitioned away from
IBM in phases and/or prorated if the transition back is completed mid-month. During
the CCC Fixed Period, IBM shall provide the CCC Services in accordance with all of the
Service Levels applicable to the CCC Services as such Service Levels are set forth in
Schedule 3.2.6, including the amended Service Levels applicable to CCC offshore
non-call work also defined and agreed in Schedule 3.2.6. For the avoidance of
doubt, NiSource shall not be obligated to pay the MSC or





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	 	 	 	any other amounts relating to the CCC Services, other than the CCC Fixed Fee as
applicable, during the CCC Fixed Period. Further, for the avoidance of doubt, the
services provided under Amendment #3 (and the fees associated therewith) are in
addition to the foregoing in accordance with Schedule 4.2.
	 
	 	b.	 	It is the intent of the Parties for NiSource to enter into a direct agreement
with IBM’s current subcontractors Vertex, NCO and Network Omni for the provision of
the CCC Services, except for the offshore non-call work identified herein (such
Services to be provided by Vertex, the “Vertex CCC Scope”). In the event that
NiSource does not enter into an agreement with Vertex and the Vertex CCC Scope is not
fully transitioned to Vertex prior to the end of the CCC Fixed Period, the terms
applicable to the CCC Service Tower shall revert to the terms set forth in the
Agreement applicable to the existing CCC Service Tower prior to the commencement of
the CCC Fixed Period; provided, that, upon the reversion from the CCC Fixed Fee to the
pricing in Schedule 4.2 of the Agreement, the Fees applicable to the CCC Service Tower
shall be as set forth in Schedule 4.2(B) of the Agreement, which includes (i) a
reduction to account for the elimination of CCC Transformation-related charges from
the MSC due to the termination of the WSS/IVR Transformation responsibilities from
Schedule 23.2.6 (which for the avoidance of doubt are now covered in Amendment 3) and
(ii) the agreement by the Parties to share in financial responsibility for the ARCs
above certain historical baselines. In the event NiSource does not enter into a
direct relationship with Vertex, at any time during the 24 month period following the
CCC Fixed Period the Parties agree that NiSource may terminate the CCC Services.
	 
	 	c.	 	If NiSource and Vertex enters into a direct agreement for the Vertex CCC
Scope:






	 	i.	 	IBM shall continue to provide the services, software
and assets to Vertex in connection with providing Services to NiSource at
no charge to NiSource (or Vertex), as those services, software and assets
are set forth in Schedule 2.9 of the Agreement for Business Process and
Support Services between IBM and Vertex, dated as of June 21, 2005, as
amended by IBM and Vertex as of October 24, 2007 (the “IBM/Vertex
Agreement”);
	 
	 	ii.	 	IBM (or Vertex as IBM’s subcontractor for NiSource)
shall continue to provide at no additional charge to NiSource IVR
recording services, including onsite business support and IVR prompt
recordings in accordance with the description of





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	 	 	 	services set forth in the amended IBM/Vertex Agreement as of the
Amendment Effective Date (unless further amendments are otherwise
approved by NiSource) . IBM shall ensure that Vertex’s
responsibilities under the IBM/Vertex Agreement includes that Vertex
is also responsible for changes and updates to such recording services
at no charge to IBM or NiSource, including changes or updates (a)
pursuant to Amendment #3 to the Agreement or (b) as reasonably
directed by NiSource. No change to the IBM/Vertex Agreement dated or
entered into on or after October 22, 2007 (the “MOU Effective Date”)
shall change the allocation or other responsibilities between IBM and
Vertex so as to increase IBM’s (and therefore NiSource’s in the event
of an assignment) financial responsibility under the IBM/Vertex
Agreement beyond that which would have existed for IBM prior to the
MOU Effective Date, unless otherwise agreed by NiSource.






	 	d.	 	For the avoidance of doubt, IBM shall have repair responsibility for the
Equipment (including servers) at Smithfield at no additional charge to NiSource. Such
Equipment shall not be counted against the RU Baselines if and until such time as the
Vertex CCC Scope is transitioned directly to Vertex, at which time the Parties shall
increase, at no charge to NiSource, the applicable RU Baselines to reflect any
Equipment at such location that is not already part of the RU Baselines. The
equipment refresh and maintenance obligations for the Vertex CCC Scope are as set
forth in Attachment H (Matrix of Vertex/IBM/NiSource Equipment Refresh and Maintenance
Obligations), which IBM confirms are consistent with the allocation of
responsibilities under the IBM/Vertex Agreement as of the MOU Effective Date.
	 
	 	e.	 	If NiSource and Vertex enter into a direct agreement for the Vertex CCC
Scope, IBM shall cooperate with the transition of Services to Vertex in accordance
with the Agreement so that transition is seamless and does not result in any unplanned
disruption in services to NiSource and its end users. At no charge to NiSource, IBM
shall provide and allow Vertex to continue to use all data, documentation, manuals,
process flows and other materials and information used in connection with the
provision of the CCC Services in accordance with Attachment G (Intellectual Property
Rights).
	 
	 	f.	 	If NiSource enters into a direct agreement with Vertex, NiSource shall
terminate the Vertex CCC Scope from the Agreement and the Parties shall enter into an
amendment to the Agreement reflecting such termination. In no event shall NiSource be
responsible for any termination or wind down





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	 	 	 	fees (including Breakage, Balance Sheet Fees and Wind Down Expenses) related to any
such termination. In addition, all references to fees and payments for the Vertex
CCC Scope in the Agreement and all further performance obligations with respect to
the Vertex CCC Scope shall be deleted from the Agreement and neither NiSource nor
IBM shall have any further obligations to pay for or provide such Vertex CCC Scope
(except for such fees and obligations as may be applicable to
Termination/Expiration Assistance).
	 
	 	g.	 	Regardless of whether NiSource and Vertex enter into a direct agreement for
the Vertex CCC Scope, IBM shall continue to provide the offshore non-call services
described in the Agreement. After the CCC Fixed Fee Period, if NiSource enters into a
direct relationship with Vertex, (i) the Parties agree to terminate other existing
Schedules applicable to the CCC Service Tower pursuant to subsection (f) and (ii) IBM
shall continue to perform the offshore non-call work described in the Agreement,
including the Schedules that refer to “CCC – Offshore Non-Call Services Only” as set
forth in Section 1(d) above, subject to the terms and conditions of the Agreement (the
“CCC Offshore Non-Call Services”). As reflected in the restated Schedule 4.2 attached
to this Amendment, IBM shall provide the CCC Offshore Non-Call Services for the
applicable MSC (adjusted annually to reflect the application of ECA in accordance with
Schedule 4.1) (the “CCC Offshore Non-Call Fees”). The CCC Offshore Non-Call Fees
shall be prorated so that they are applied as monthly fees (terminable if the CCC
Offshore Non-Call Services are terminated pursuant to the terms of the Agreement).
The CCC Offshore Non-Call Fees shall be adjusted through ARCs/RRCs for resource usage
above or below the RU Baseline as defined in Schedule 4.2. The Parties agree that IBM
shall not charge and NiSource shall not be responsible for ARCs/RRCs for the period of
July 2007 through November 2007 for the “Non Call Work Units – Onshore and Non Call
Work Units – Offshore” Resource Units and the “Transactions Handled by Web Service”
Resource Units and that the MSC paid to date is the only payment applicable.
	 
	 	h.	 	As reflected in the restated Schedule 4.2 attached to this Amendment,
NiSource shall pay a fixed monthly fee which is not subject to ECA adjustment for the
process improvements (referred to as “Business Process Transformation” in Schedule
4.2) made by IBM during the Term to date, including (i) improved scripting and process
flow analysis to lower overall call handle time, (ii) optimized CSR to supervisor
ratio processes and (iii) workforce management and scheduling process improvements to
reduce overall shrinkage and improve schedule adherence. NiSource and IBM shall have
the rights in the process improvements as set forth in Attachment G (Intellectual
Property Rights).





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	 	i.	 	The Parties’ agreement with respect to the Web/IVR Transformation projects
are set forth in Amendment #3 (previously referred to as Amendment #25 to the Original
Agreement) (the “Web/IVR Amendment”).
	 
	 	j.	 	The following provisions relating to Web Self Service and IVR are hereby
agreed to by the Parties:






	 	i.	 	IBM’s responsibility for the support of the CCC
Project Systems (as defined in the Web/IVR Amendment) shall be under the
CCC Service Tower (and the CCC Fixed Fee) for the duration of the CCC
Fixed Period and, at the end of the CCC Fixed Period, shall be moved under
the IT Service Tower, together with fees for such services as set forth in
Schedule 4.2 (which were decreased in Schedule 4.2 to reflect a change in
the start date from the originally assumed July 1, 2008 to the actual
start date but increased to reflect the application of ECA), payable over
the remainder of the Term of the Agreement (the “Ongoing Web/IVR Fees”),
which amount represents all amounts due and payable by NiSource for
support and refresh of the CCC Project Systems. The Ongoing Web/IVR Fees
include: server infrastructure (including repair and refresh), SOA
support (related to the Standalone CCC Projects (as defined in the Web/IVR
Amendment)), software licenses and maintenance (e.g., WebSphere and
Genesys platforms) (including maintaining and being financially
responsible for software currency as provided in Section 3.13 of the
Agreement and ensuring, and being financially responsible for, the
currency of all maintenance agreements) and IVR changes and reporting
(e.g, WebSphere and Genesys GVP upgrade and fixes), third party contract
responsibility as per Schedule 14.6 (Customer Contact Centers Third Party
Contracts) to the Agreement including vendor management, program office
and executive support. The Ongoing Web/IVR Fees do not include the
Applications Services support cost, which is projected to be at the same
level of support in hours that is currently being charged and currently
utilized by NiSource. The Ongoing Web/IVR Fees include all fees for the
Services relating to the servers, including provision of the servers and
support and refresh thereof, at no additional charge to NiSource. In
connection therewith, IBM will increase all applicable Resource Baselines
to include the servers relating to the CCC Project Systems with no
increase to the Fees.





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	 	ii.	 	Third party software licenses and maintenance
agreements and third party hardware and equipment leases and maintenance
agreements with respect to the CCC Project Systems shall be in NiSource’s
name and shall be managed by IBM and shall be Type 1 contracts under
Exhibit 14 to the Agreement.
	 
	 	iii.	 	As part of the CCC Fixed Fee during the CCC Fixed
Period, IBM shall (1) promote the use of the WSS System (as described in
the Web/IVR Amendment) to NiSource customers calling into the customer
contact centers by customer service representatives (“CSRs”) in accordance
with the Adoption/Promotion Plan as provided in Annex 23.2.6B to Web/IVR
Amendment, including using promotional scripting created by IBM and
approved by NiSource (with quality assurance monitoring), and (2) provide
CSR support to answer customer questions regarding use of the WSS System.
The number of CSRs providing such support shall be sufficient to handle
all such calls and meet all requirements applicable to the customer
contact center under the Agreement, and IBM shall maintain an average
speed to answer not to exceed 60 seconds with respect to such calls (which
has been added as a Service Level to the Agreement). Such CSRs shall be
trained to assist customers with the WSS System functionality and its
proper use. IBM shall establish a separate 800 number and queue to direct
calls to such CSRs. The foregoing services in subsection (2) above shall
be provided with respect to all NiSource customer calls, including
customers of NiSource’s Bay State and NIPSCO local distribution companies.
	 
	 	iv.	 	Subject to Section 6(g) and 6(i) of the Web/IVR
Amendment IBM shall provide the Telecommunications Services (as defined in
the Web/IVR Amendment) and NiSource shall be financially responsible for
Fees related to such Services.
	 
	 	v.	 	These Parties have agreed to amend Exhibits 13 and 14
to the Agreement to add the software and associated contracts that are
part of the CCC Project Systems and to remove any software and associated
contracts replaced or retired as a result of the CCC Standalone Projects
at such time the software and associated contracts are added or removed.
There shall be no adjustment to the Fees as a result of such changes to
Exhibits 13 and 14.
	 
	 	vi.	 	Service Levels have been updated in Schedule 3.2.6.





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	 	vii.	 	If NiSource has not entered into a direct
relationship with Vertex as of the end of the CCC Fixed Fee Period, the
Ongoing Web/IVR Fees shall be as set forth in Schedule 4.2 (B). The
Ongoing Web/IVR Fees shall be subject to the application of ECA in
accordance with Schedule 4.1.






	 	k.	 	As reflected in the restated Schedule 4.2 attached to this Amendment, the
Balance Sheet Fee and Wind Down Expense amounts for CCC shall be reduced as of the
Amendment Effective Date to “0” for the remainder of the Term.
	 
	 	l.	 	For the avoidance of doubt, the words “capable of” in Section V(2)(i) and
(ii) of Annex 23.2.6(B) of Amendment 3 shall mean that the infrastructure, including
but not limited to the size of the equipment and the number of software licenses,
installed and in production as of the time set forth in Section V(2)(i) and (ii) of
Annex 23.2.6(B) can support the minimum number of users as set forth in such Section
V(2)(i) and (ii) of Annex 23.2.6(B) without the addition of any hardware, software or
other items beyond those not already addressed in subsection (i) of this Section 3.
	 
	 	m.	 	The Parties have agreed to delete from Schedule 22.6 the transition of BSG
and NIPSCO.
	 
	 	n.	 	In Schedule 4.2, the CCC Fixed Fee is included for 12 months. Schedule 4.2
shall be adjusted in the event of an extension or termination of the CCC Fixed Period.






	4.	 	Amendments applicable to the Supply Chain Management Service Tower.






	 	a.	 	The SCM Service Tower is hereby terminated as of the Amendment Effective Date
subject to subsections (c) and (e) below.
	 
	 	b.	 	As of the Amendment Effective Date and continuing until the end of the
applicable Project Transition Back Period (as defined in Section 15(k) below), unless
shortened or extended pursuant to Section 15(k) below,(the “SCM Fixed Period”), IBM
shall provide the Services that relate to the SCM Service Tower in accordance with the
Agreement, including all of the Services that are set forth in Schedule 2.4 to the
Agreement (the “SCM Services”) for a fixed monthly price as defined in Schedule 4.2
(and not subject to ECA adjustment) (the “SCM Fixed Fee”). The SCM Fixed Fee shall be
invoiced monthly in accordance with the payment terms set forth in the Agreement and
reduced on an equitable basis to reflect reduced scope if the Services are
transitioned away from IBM in phases and/or prorated if the transition back is completed mid-month. During the
SCM Fixed Period, IBM shall provide the SCM Services in





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	 	 	 	accordance with all of the
Service Levels applicable to the SCM Services, including the new Service Level
applicable to BuySource as set forth in the updated restated Schedule 3.2.1 and
Schedule 3.3.1 attached to this Amendment. NiSource shall not be obligated to
pay the MSC or any other amounts relating to the SCM Services, other than the SCM
Fixed Fee as applicable, during the SCM Fixed Period. As of the Transition Back
Completion Date (as defined below), all references to fees and payments for and
further performance obligations with respect to the SCM Services shall be deleted
from the Agreement and neither NiSource nor IBM shall have any further obligations
to pay for or provide the SCM Services (except for such fees and obligations
expressly set forth herein).
	 
	 	c.	 	Commencing on the Transition Back Completion Date for the SCM Services, IBM
shall provide the support services for SCM as set forth in Attachment K at the fees
set forth in Attachment K.
	 
	 	d.	 	For the avoidance of doubt, in addition to the provision of the SCM Services
as set forth above, IBM shall be obligated to provide Termination/Expiration
Assistance in accordance with the Agreement.
	 
	 	e.	 	In connection with the termination of the SCM Service Tower, NiSource shall
pay to IBM the amount set forth in the Attachment D — relating to SCM which
represents the total settlement payment by NiSource relating to the SCM Service Tower.
In no event shall NiSource be responsible for any termination or wind down fees
(including Breakage, Balance Sheet Fees and Wind Down Expenses). All termination and
wind down fees (including Breakage, Balance Sheet Fees and Wind Down Expenses)
relating to the SCM Service Tower are hereby deleted as reflected in Schedule 4.2.
	 
	 	f.	 	In consideration of the SCM payment set forth in Attachment D and at no
additional charge to NiSource, IBM shall provide to NiSource and its designees
(including its vendors) the Services described in the Agreement relating to IBM’s
electronic procurement system, BuySource, including the BuySource procure-to-pay
applications (collectively “BuySource”) in connection with the support of the SCM and
Accounts Payable functions of NiSource and its affiliates for a period of 18 months
from the Amendment Effective Date.
	 
	 	g.	 	IBM and NiSource have agreed to a new BuySource availability metric that is
defined in Schedule 3.2.1.
	 
	 	h.	 	IBM confirms that the TravelPort agreement(s) are in NiSource’s name. IBM
shall assign (and obtain the necessary third party consent to do so) the Emptoris
license to NiSource at no charge to NiSource, or otherwise





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	 	 	 	facilitate the provision of a license from Emptoris to NiSource at no charge to NiSource, provided that NiSource
executes the Emptoris agreements reasonably required for Emptoris to continue
providing commercially reasonable ongoing support and hosting services at the end of
the SCM Fixed Period. For the avoidance of doubt, NiSource shall assume financial and
management responsibility for such agreements.






	 	i.	 	IBM hereby grants to NiSource a perpetual, irrevocable, royalty free, fully
paid up license to access and use (and sublicense the right to access and use) the
Project Tracker tool used by IBM to store, track and update data relating to SCM, and
such license shall be limited to use in connection with the business operations of
NiSource and its affiliates.
	 
	 	j.	 	As of the completion of the transition back of the SCM Services (or such
earlier date specified by NiSource for specific items listed herein upon reasonable
notice), IBM shall (i) complete, update and provide to NiSource all documentation
containing NiSource vendor data, including the Vendor Master List, NiSource’s list of
current contracts and a sub-list of all contracts that are due to expire in the 24
months period following the completion of the transition back of the SCM Services,
(ii) deliver to NiSource all Project Tracker reports, tracking tools, data relating to
supplier performance and non-performance, onboarding documents and the standard
requisition templates, and (iii) return data that was extracted from NiSource systems
as it is currently being used, available and formatted in transformed systems. Prior
to the end of the SCM Fixed Period, IBM shall return non-transformed systems in their
then-current state. IBM shall provide all reports as specified by NiSource, provided
that the Parties shall work together to consolidate the timing of when reports shall
be provided. The expiring contracts to be delivered shall be those pulled from the
population of contracts that exists within the Emptoris tool. IBM is responsible for
ensuring that the lists referenced in this Section are up to date as of the time of
delivery with respect to contracts for which IBM was responsible. There shall be no
additional charges for any of the efforts or documentation set forth in this
subsection (j). NiSource and IBM shall have the rights to such reports, tools and
information as set forth in Attachment G (Intellectual Property Rights).
	 
	 	k.	 	Upon reasonable notice from NiSource, IBM shall provide to NiSource a list of
contracts pulled from the Emptoris tool that were entered into after the effective
date of the Original Agreement. Within such list, IBM shall indicate for each
contract if IBM has been acting or has been identified as the contract administrator,
recipient of record for notices or communications or recipient of payment or other agent on NiSource’s behalf.





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	 	l.	 	NiSource shall pay the amounts set forth in Attachment E that are associated
with gain share payments. IBM and NiSource agree that NiSource shall not pay SCM gain
share in or for 2008. IBM hereby waives any rights to the foregoing. As of the
Amendment Effective Date, all gain share rights and obligations outlined in Annex
4.1.9 of the Agreement shall terminate and shall be deleted from the Agreement.
	 
	 	m.	 	NiSource and IBM shall have the right to the documentation and reports
created or enhanced by IBM relating to NiSource sourcing and strategic management
activities and plans, including all sourcing planning documentation and data, as set
forth in Attachment G (Intellectual Property Rights).






	5.	 	Amendments applicable to the Finance and Accounting Service Tower.






	 	a.	 	For background purposes, the General Ledger Category (including fixed asset
accounting) and the Financial Planning and Analysis — Budgeting Service Category
(also described in the Statement of Work as “Capital Management; Operations and
Maintenance Analysis; Customer Support; Financial Reporting; General Ledger and
Financial Systems Maintenance”) under the F&A Service Tower were terminated and were
transitioned back to NiSource pursuant to Amendment #1 to the Agreement (previously
referred to as Amendment #22 to the Original Agreement) (the “Previously Terminated
F&A Scope”). Such prior terminations are hereby confirmed.
	 
	 	b.	 	The Payroll, Accounts Payable and T&E Service Categories are hereby
terminated as of the Amendment Effective Date, thereby resulting in the termination of
the entire F&A Service Tower, except for the completion and remediation activities
relating to Wave 1 of the F&A Transformation, as of the date set forth herein and the
ERS Services set forth below (the “Additional F&A Terminated Scope”). IBM shall
complete the completion and remediation activities related to Wave 1 of the F&A
Transformation in accordance with Attachment I of this Amendment #4 (“F&A
Transformation Wave 1 Completion and Remediation”) subject to the terms and conditions
set forth in the Agreement.
	 
	 	c.	 	As of the Amendment Effective Date and continuing until the end of the
applicable Project Transition Back Period (as defined below), unless shortened or
extended pursuant to Section 15(k)below (the “F&A Fixed Period”), IBM shall provide
the Services that relate to the Additional F&A Terminated Scope in accordance with the
Agreement, including all of the Services that are set forth in Schedule 2.2 to the Agreement (the
“Additional Terminated F&A Services”) for a fixed monthly price as set forth in
Schedule 4.2 (and not subject to ECA adjustment) (the “F&A





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	 	 	 	Fixed Fee”). The F&A
Fixed Fee shall be invoiced monthly in accordance with the payment terms set forth
in the Agreement and reduced on an equitable basis to reflect reduced scope if the
Services are transitioned away from IBM in phases and/or prorated if the transition
back is completed mid-month. During the F&A Fixed Period, IBM shall provide the
Additional Terminated F&A Services in accordance with all of the Service Levels
applicable to the Additional Terminated F&A Services.






	 	d.	 	NiSource shall not be obligated to pay the MSC or any other amounts relating
to the Additional Terminated F&A Services, other than the F&A Fixed Fee as applicable,
during the F&A Fixed Period. As of Transition Back Completion Date (as defined
below), all references to fees and payments for and further performance obligations
related to the Additional Terminated F&A Services shall be deleted from the Agreement
and neither NiSource nor IBM shall have any further obligations to pay for or provide
the Additional Terminated F&A Services (except for such fees and obligations expressly
set forth herein). Further, NiSource shall not be obligated to pay the MSC or any
other amounts relating to the Previously Terminated F&A Scope and IBM shall have no
further obligations to perform such Previously Terminated F&A Scope. All references
to payments for and further performance obligations related to the Previously
Terminated F&A Scope are hereby deleted from the Agreement and NiSource shall have no
obligations relating thereto (except for such fees and obligations expressly set forth
herein).
	 
	 	e.	 	An IBM distinguished engineer reviewed and evaluated the F&A system to be
provided as part of the F&A Transformation. IBM and NiSource have agreed to address
their respective actions to remediate the identified system issues (including the
recommendations made by the IBM distinguished engineer). Any disputes shall be subject
to dispute resolution.
	 
	 	f.	 	NiSource has engaged a qualified independent third party selected by
NiSource, to review the distinguished engineer’s analysis and findings that the F&A
System meets the system and business requirements and design documentation, is
scalable consistent with NiSource’s needs and is a system that complies with accepted
industry practices. Subject to (i) agreement by NiSource and IBM as to any
recommendations identified by the independent third party that are to be implemented,
and (ii) agreement by the Parties to a plan to implement the agreed upon third party
recommendations, NiSource shall pay to IBM a fixed fee as set forth in Attachment D
(the “F&A Transformation System Payment”) in
consideration for the completion of the F&A systems and all remediation actions as
set forth in Attachment I. Upon payment of the F&A Transformation System Payment,
IBM shall assign the ownership to the





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	 	 	 	F&A systems (and related documentation) as forth in Attachment G (Intellectual Property Rights). Subject to (i) and (ii)
above, the F&A Transformation System Payment shall be paid to IBM upon the earlier
of 30 days after the Amendment Effective Date or December 31, 2007.






	 	g.	 	IBM shall be obligated to remediate items set forth in Attachment I and
according to the replanned schedule as described in Attachment I, except and to the
extent IBM is not able to do so due to NiSource’s failure to fulfill its obligations.
NiSource shall withhold the F&A Withholding Amount set forth in Attachment D until
such time as IBM has completed the F&A system related remediation items identified in
Attachment I.
	 
	 	h.	 	As of the MOU Effective Date and continuing until March 31, 2008, IBM has
retained and shall continue to retain a new senior technical lead architect, who shall
be IBM’s primary contact for the F&A System, including hub analysis, and who shall
review the remediation activity and recommendations and oversee completion of the F&A
System.
	 
	 	i.	 	In accordance with Attachment G (Intellectual Property Rights), IBM shall
provide to NiSource all user and system documentation relating to the F&A System as
reasonably requested by NiSource and as may be necessary for NiSource and/or a third
party to maintain, and support the systems and for NiSource and/or a third party to
further implement the F&A System at other sites of NiSource or NiSource related
entities (including the roll out of additional phases of the originally contemplated
F&A Transformation projects). In addition, IBM shall assist in a smooth transition to
NiSource and/or a third party and cooperate with NiSource and/or a third party as
requested by NiSource in connection with the further implementation of the F&A systems
or derivatives thereof at other sites of NiSource or NiSource related entities
(including the roll out of additional phases of the originally contemplated F&A
Transformation projects); provided, that, if IBM needs to use resources other than
existing resources to provide such cooperation, IBM shall notify NiSource that such
cooperation shall involve the use of additional resources, and upon NiSource’s
agreement that it still desires IBM to proceed with the assistance, such additional
resources shall be subject to the Change Control Process.
	 
	 	j.	 	Annex 23.2.2 to the Agreement is hereby amended to terminate any
Transformation activities relating to all Waves other than Wave 1.
	 
	 	k.	 	NiSource has elected to continue to have IBM provide the Expense Reporting
System (ERS) services in accordance with the scope and associated with Service Levels
in the Agreement prior to the Amendment





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	 	 	 	Effective Date and pursuant to the pricing set forth in Schedule 4.2 (the “ERS Services”).






	 	l.	 	With respect to all Service Towers that are terminated in their entirety that
use or leverage GIW, IBM’s obligation to host and provide access to GIW shall
terminate as of the applicable Transition Back Completion Date for the affected
Service Tower. Upon NiSource’s request, IBM shall assist in migrating NiSource’s data
and records from GIW to the new imaging solution in the form specified by NiSource as
part of IBM’s Termination/Expiration Assistance obligations.
	 
	 	m.	 	In no event shall NiSource be responsible for any termination or wind down
fees (including Breakage, Balance Sheet Fees and Wind Down Expenses) as of and
relating to the termination of the Previously Terminated F&A Scope or the Additional
F&A Terminated Scope. All termination and wind down fees (including Breakage, Balance
Sheet Fees and Wind Down Expenses) relating to the F&A Service Tower are hereby
deleted in their entirety from the Agreement.
	 
	 	n.	 	Commencing on the Transition Back Completion Date for Accounts Payable as set
forth in Attachment K, IBM shall provide the support services for Accounts Payable set
forth in Attachment K at the fees set forth in Attachment K.






	6.	 	Amendments applicable to the Human Resources Service Tower.






	 	a.	 	The HR Service Tower is hereby terminated as of the Amendment Effective Date.
	 
	 	b.	 	As of the Amendment Effective Date and continuing until the end of the
applicable Project Transition Back Period (as defined below), unless shortened or
extended pursuant to Section 15(k) below (the “HR Fixed Period”), IBM shall provide
the Services that relate to the HR Service Tower, including all of the Services that
are set forth in Schedule 2.3 to the Agreement (the “HR Services”) for a fixed monthly
price as defined in Schedule 4.2 (not subject to ECA adjustment) (the “HR Fixed Fee”).
The HR Fixed Fee was calculated by using the current MSC for all HR RUs, except that
Compensation was calculated using the MSC in the Agreement less a 100% RRC volume
adjustment and provided that any incremental new headcount required for growth in
Recruiting shall be hired by NiSource. The HR Fixed Fee shall be invoiced monthly in
accordance with the payment terms set forth in Agreement and reduced on
an equitable basis to reflect reduced scope if the Services are transitioned away
from IBM in phases and/or prorated if the transition back is completed mid-month.
During the HR Fixed Period, IBM shall provide





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	 	 	 	the HR Services in accordance with all of the Service Levels applicable to the HR Services. NiSource shall not be
obligated to pay the MSC or any other amounts relating to the HR Services, other
than the HR Fixed Fee as applicable, during the HR Fixed Period. As of the
Transition Back Completion Date (as defined below), all references to fees and
payments for and further performance obligations with respect to the HR Services
shall be deleted from the Agreement and neither NiSource nor IBM shall have any
further obligations to pay for or provide the HR Services (except for such fees and
obligations expressly set forth herein).






	 	c.	 	In connection with the termination of the HR Service Tower, NiSource shall
pay to IBM the amount set forth in Attachment D for HR which represents the total
settlement payment by NiSource relating to the HR Service Tower. In no event shall
NiSource be responsible for any termination or wind down fees (including Breakage,
Balance Sheet Fees and Wind Down Expenses). All termination and wind down fees
(including Breakage, Balance Sheet Fees and Wind Down Expenses) relating to the HR
Service Tower are hereby deleted in their entirety from the Agreement.
	 
	 	d.	 	Upon NiSource’s request, the Success Factors license shall be assigned to
NiSource at no charge to NiSource, provided, that NiSource executes the reasonable
documentation necessary to continue support and hosting services by Success Factors.
	 
	 	e.	 	The PeopleSoft agreements shall be handled as Type (or Category) 2 under the
IT Service Tower with IBM providing applicable vendor management at no additional
charge to NiSource.






	7.	 	Amendments applicable to the Meter-to-Cash Service Tower.






	 	a.	 	The MTC Service Tower is hereby terminated as of the Amendment Effective
Date, subject to the exceptions set forth in subsections (d), (e), and (g) below (such
terminated scope, the “MTC Terminated Scope”).
	 
	 	b.	 	As of the Amendment Effective Date and continuing until the end of the
applicable Projected Transition Back Period (as defined below), unless shortened or
extended pursuant to Section 15(k) below (the “MTC Service Period”), IBM shall provide
the Services that relate to the MTC Terminated Scope, including all of the Services
that are set forth in Schedule 2.5 to the Agreement (the “MTC Terminated Services”) at
the MSC as applicable to the MTC Terminated Services (as may be adjusted for ARCs and RRCs in accordance with the Agreement and prorated if the transition
back is completed mid-month). During the MTC Service Period, IBM shall provide the
MTC Terminated Services in accordance





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	 	 	 	with all of the Service Levels applicable to the MTC Terminated Services. As
of the Transition Back Completion Date (as defined below) for the MTC Terminated
Services, all references to fees and payments for and further performance obligations
with respect to the MTC Terminated Services shall be deleted from the Agreement and
neither NiSource nor IBM shall have any further obligations to pay for or provide the
MTC Services (except for such fees and obligations expressly set forth herein).
	 
	 	c.	 	Annex 22.2.5 reflects all adjustments related to changes to the Transition
Milestones for MTC.
	 
	 	d.	 	IBM shall continue to perform the MTC offshore activities described in the
Agreement, including the Schedules that refer to “MTC – Offshore Services Only” as set
forth in Section 1(d) above, subject to the terms and conditions set forth in the
Agreement and this Amendment, including Schedule 4.2. The RU Baseline for offshore
work shall be as set forth in Schedule 4.2.
	 
	 	e.	 	IBM shall continue to be responsible for revenue recovery Services in
accordance with the scope and Service Levels relating to revenue recovery in the
Agreement until NiSource determines whether it wishes to bring the Services back
in-house or until it identifies and engages an alternate third party to perform such
Services, provided, that if NiSource brings the Services in-house or engages an
alternate third party service provider (other than Vertex) then NiSource shall be
responsible for any termination charges and fees for which IBM becomes responsible and
pays to Vertex as a result of such resourcing.
	 
	 	f.	 	As of the MOU Effective Date and until and to the extent that the MTC
Terminated Scope is transitioned back to NiSource or its designee, the ebill RU
Baselines have been re-baselined per the revised adoption curve and restated in
Schedule 4.2.
	 
	 	g.	 	Notwithstanding the termination set forth in subsection (a) above, IBM shall
complete the remaining MTC Transformation projects defined as CIS Customer
Segmentation under Revenue Recovery Transformation on or before October 31, 2008 and
shall complete the Electronic Bill Presentation and Payment commitments as set forth
in Amendment 3 (the “MTC Projects to be Completed”). IBM shall remit to NiSource the
credits set forth in Attachment M; provided, that NiSource completes its analysis of
the NIPSCO extract data and approves the design specification for the implementation
of CIS Customer Segmentation for NIPSCO and BSG, without any material changes, by July
31, 2008.





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	 	h.	 	In connection with the termination of the MTC Terminated Scope, NiSource
shall pay to IBM the amount set forth in Attachment D for MTC (i) for the completion
of the MTC Projects to be Completed and total settlement amounts relating to the MTC
Service Tower and (ii) for the purchase of an the Bill Print & Inserting equipment.
IBM shall transfer ownership of the Bill Print & Inserting equipment to NiSource, free
and clear of any encumbrances or liens, upon full payment of the amounts for such
equipment as set forth in Attachment D. In addition, NiSource shall have the rights
to the deliverables provided as part of completed and to be completed MTC
Transformation projects as set forth in Attachment G (Intellectual Property Rights).
	 
	 	i.	 	Other than as set forth in Sections 7(e) and (h) above, in no event shall
NiSource be responsible for any termination or wind down fees (including Breakage,
Balance Sheet Fees and Wind Down Expenses). All termination and wind down fees
(including Breakage, Balance Sheet Fees and Wind Down Expenses) relating to the MTC
Service Tower are hereby deleted in their entirety from the Agreement.
	 
	 	j.	 	IBM hereby confirms that the Checkfree agreement is in NiSource’s name and
shall provide a copy of the agreement to NiSource within 10 days after the Amendment
Effective Date.
	 
	 	k.	 	Upon completion of the transition back of the print services under the MTC
Service Tower (i) IBM shall return the postage meter to NiSource and transfer all
inventory of print supplies to NiSource and (ii) NiSource shall reimburse IBM for the
balance on the postage meter, the cost of the remaining inventory of print supplies,
and the pro-rated cost of any prepaid maintenance services under contract in
NiSource’s name remaining in effect as of the completion date of transition.
	 
	 	l.	 	The Parties have agreed to delete from Annex 4.1.5, the Billing Exceptions,
Back Office Staff and Payment Exception Resource Units (and any associated Fees).






	8.	 	Amendments applicable to the Sales Centers Service Tower.






	 	a.	 	The Sales Centers Service Tower is hereby terminated as of the Amendment
Effective Date.
	 
	 	b.	 	As of the Amendment Effective Date and continuing until the end of the
applicable Projected Transition Back Period (as defined below), unless shortened or
extended pursuant to Section 15(k) below (the “Sales Centers Service Period”), IBM
shall provide the Services that relate to the Sales Centers Service Tower, including
all of the Services that are set forth in Schedule 2.7 to the Agreement (the “Sales
Centers Services”) at





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	 	 	 	the applicable MSC in Schedule 4.2 (as may be adjusted for ARCs and RRCs in
accordance with the Agreement and prorated if the transition back is completed
mid-month). During the Sales Centers Service Period, IBM shall provide the Sales
Centers Services in accordance with all of the Service Levels applicable to the
Sales Centers Services. As of the Transition Back Completion Date (as defined
below), all references to fees and payments for and further performance obligations
relating to the Sales Centers Services shall be deleted from the Agreement and
neither NiSource nor IBM shall have any further obligations to pay for or provide
the Sales Centers Services relating thereto (except for such fees and obligations
expressly set forth herein).






	 	c.	 	In no event shall NiSource be responsible for any termination or wind down
fees (including Breakage, Balance Sheet Fees and Wind Down Expenses). All termination
and wind down fees (including Breakage, Balance Sheet Fees and Wind Down Expenses)
relating to the Sales Centers Service Tower are hereby deleted in their entirety from
the Agreement.






	9.	 	Amendments applicable to the Information Technology (IT) Service Tower.






	 	a.	 	IBM shall continue to provide the Services under the IT Service Tower,
subject to certain adjustments and improvements to the IT Services and the
implementation of certain remediation activities, including the additional provisions
set forth in (i) Attachment A (IT Terms (Part 1 and Part 2)) and Attachment B (RTS
Specific Terms), (ii) the SLA additions and changes in Schedule 3.2.1 (Service Levels
– IT) and Schedule 3.3.1 (Service Level Definitions – IT), that are attached hereto as
restated documents and (iii) the clarification and changes to Exhibit 26 that is
attached hereto as restated document.
	 
	 	b.	 	The resolution of certain disputes relating to Materials and Supplies is set
forth in Attachment C.
	 
	 	c.	 	The ARC/RRC rates for server images have been adjusted on a prospective basis
as of the Amendment Effective Date in accordance with the following: ARCs for WMS/GIS
and Rational were adjusted at 50% of IBM’s proposed rate increase and all other ARCs
going forward were adjusted at 100% of IBM’s proposed rate. The adjusted Baseline
ARC/RRC rates have been reflected in Schedule 4.2. The server ARC/RRC shall be broken
into small, medium and large servers further defined in Schedule 4.1.1 attached to
this Amendment. The Parties shall adjust the Resource Baselines (including system
images addressed in subsection (d) below) within 30 days following the Amendment
Effective Date. NiSource shall designate which type of server it wishes to obtain.





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	 	 	 	In the event NiSource wishes to obtain any server images upon any expiration or
termination of the Agreement, NiSource shall pay to IBM the net book value for
server images upon any such expiration or termination.






	 	d.	 	IBM shall provide the Services relating to the Transformation servers,
including provision of the servers and support and refresh thereof, at no additional
charge to NiSource. In connection therewith, IBM shall increase all applicable
Resource Baselines to include the Transformation servers with no increase to the Fees.
The Parties shall adjust such Resource Baselines within 30 days following the
Amendment Effective Date.
	 
	 	e.	 	The EIP RU Baselines and Fees are reduced to 25% of the Resource Baselines
set forth in the Agreement. For the avoidance of doubt, the Fees shall be reduced to
reflect a 75% reduction in the Resource Baselines which has been reflected in Schedule
4.2.
	 
	 	f.	 	The amended Service Levels for Help Desk Services are reflected in Schedule
3.2.1 attached to this Amendment. At this time, NiSource does not agree to the move
to a shared help desk. Prior to moving to a shared help desk, IBM must obtain
NiSource’s approval, which NiSource shall not unreasonably withhold. If IBM does not
obtain such consent from NiSource, there shall not be any impact to the Fees.
	 
	 	g.	 	For the avoidance of doubt, IBM shall honor its SOX requirements and
responsibilities in the Agreement. NiSource shall consider but does not commit to
agreeing to the PricewaterhouseCoopers (“PWC”) approach presented on behalf of IBM.
If NiSource does not agree with the PWC approach, IBM shall continue to provide the
SOX Services in accordance with the Agreement and with no incremental charge to
NiSource. NiSource shall not act unreasonably and shall cooperate with IBM in this
matter.
	 
	 	h.	 	During the Term and the Termination Expiration Assistance Period IBM shall
continue to host, and provide access to NiSource to, the tracking tool for NiSource’s
business continuity and disaster recovery plans at no charge to NiSource.
	 
	 	i.	 	NiSource shall pay a new service Fee for Optical Storage, which has been
added to Schedule 4.1.1, and that covers the services and support associated with
Optical Storage described in Schedule 4.1.1, until such time the service and support
is replaced or terminated as directed by NiSource. Such Fee is reflected in Schedule
4.2.
	 
	 	j.	 	IBM shall provide two incremental offshore AS Fees to NiSource to support CIS
and DIS in the years 2011, 2012 and 2013 of the Term at no





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	 	 	 	incremental charge to NiSource. For reference purposes, such additional fees are
not included in the AS Resource Baselines as of the Amendment Effective Date.






	10.	 	WMS/GIS.






	 	a.	 	The Parties have entered into a Work Authorization with respect to the
Macro-Design phase for an Indiana only implementation. In the event that NiSource
wishes to proceed to the next phase of the Indiana-only implementation for WMS, the
Parties shall enter into an Amendment to the Agreement that is consistent with the
terms outlined in the Work Authorization (the “WMS Amendment”).
	 
	 	b.	 	IBM shall complete the GIS portion of the WMS/GIS project set forth in the
Agreement at Section 2.4.4 of Schedule 2.8.
	 
	 	c.	 	In no event shall NiSource be responsible for any termination or wind down
fees (including Breakage, Balance Sheet Fees and Wind Down Expenses) relating to the
change or termination of any portion of the WMS project.






	11.	 	Financial Provisions.






	 	a.	 	NiSource shall not pay any Breakage Fees for the termination of the HR, Sales
Center, F&A, SCM, MTC and/or CCC Service Towers.
	 
	 	b.	 	NiSource shall pay to IBM a Wind-Down Expense payment as set forth in
Attachment D on a pro rata basis consistent with the timing of completion of the
transition back services for the HR, Sales Center, F&A and SCM terminated scope.
NiSource shall not pay any other Wind Down Expenses for the termination of any of the
terminated Service Towers or with respect to any of the terminated scope contained
herein (including CCC and MTC).
	 
	 	c.	 	Except as otherwise set forth herein, NiSource shall not pay or owe any
amounts for the termination and transition back of the terminated Services and scope
as set forth herein.
	 
	 	d.	 	The detailed financial agreement which summarizes all of the payments
relating to the terminated Service Towers and terminated scope is set forth in
Attachment D.
	 
	 	e.	 	The resolution of certain outstanding disputes (other than the Materials and
Supplies disputes) is set forth in Attachment E (Resolution of Disputed Items).





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	 	f.	 	NiSource shall pay IBM the amount for the Transformation Adjustment as set
forth in Attachment D to compensate IBM for Transformation adjustments.
	 
	 	g.	 	NiSource agrees to waive billing disputes for the services from the period of
July 1, 2007 through December 1, 2007.
	 
	 	h.	 	Except as expressly set forth herein or otherwise agreed upon by the Parties,
IBM shall provide, and NiSource shall pay for, all Termination/Expiration Assistance
(not covered within the Services) in accordance with the Agreement. Notwithstanding
anything to the contrary set forth in the Agreement, the Parties agree and acknowledge
that NiSource shall not be responsible for paying any amounts (including fair market
value as set forth in Section 12.4 of the Agreement) for any hardware to the extent
such amounts are reflected in IBM’s unamortized balance sheet for such assets.






	12.	 	Settlement Provisions.






	 	a.	 	NiSource and IBM shall have the rights to the deliverables and Materials
relating to Transformation projects as set forth in Attachment G (Intellectual
Property Rights). –
	 
	 	b.	 	In addition, notwithstanding anything to the contrary herein, the
intellectual property ownership and licensing rights applicable to this Amendment are
governed by the terms of Attachment G (IP Rights) and nothing in this Amendment,
including its other Schedules shall expand or limit the terms set forth in Attachment
G (Intellectual Property Rights).
	 
	 	c.	 	In accordance with transition back plans, IBM shall complete and update all
documentation relating to the terminated Services (including the CCC Service Tower)
consistent with the terms and conditions contained in the Agreement at no charge to
NiSource.
	 
	 	d.	 	IBM shall provide to NiSource and, if not otherwise owned by NiSource, permit
NiSource and its affiliates (and their third party providers) to use all
documentation, configurations and manuals relating to the provision of the Services,
including all reports, desktop, procedures and user manuals, training materials,
compliance data, enterprise architecture documents and knowledgebase content as set
forth in Attachment G (Intellectual Property Rights).
	 
	 	e.	 	The Parties agree to the release provisions set forth in Attachment L.
	 
	 	f.	 	The following additional categories are hereby added as Service Categories
for the purposes of the Agreement (including for termination





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	 	 	 	purposes): (i) Call Center IVR & Web Support, (ii) Offshore Call Center & Meter to
Cash and (iii) T&E (or ERS).






	 	g.	 	If NiSource elects to terminate RTS AS (as defined in Attachment A — Part 1)
separately from the respect of the RTS Services, then any termination fees for the RTS
Services shall be reduced by the termination fees associated with “Application
Services – RTS only” in Schedule 4.2.






	13.	 	Amendments applicable to Transition Back Activities. As of the MOU Effective Date
(the Parties agree that these terms and obligations have applied and shall apply as of such
date on a retroactive basis since the MOU has been terminated and superseded by the terms of
this Amendment):






	 	a.	 	IBM shall cooperate with the transition of the Services to NiSource (or
Vertex if applicable) so that transition does not result in any unplanned disruption
in Services to NiSource and its end users.
	 
	 	b.	 	NiSource shall provide and make available to IBM the NiSource transition lead
to perform and manage the transition back of the terminated scope.
	 
	 	c.	 	IBM shall provide and make available to NiSource the IBM transition lead
agreed to by the Parties on a full-time, dedicated basis to perform and manage the
transition back of the terminated scope (the “Transition Back Lead”). During the
transition, IBM shall retain the Transition Back Lead on a full-time, dedicated basis
for NiSource until such time as NiSource requests otherwise. IBM shall provide to
NiSource a staffing plan for incremental IBM personnel and approved contractors that
shall assist with the transition back activities. NiSource shall review and approve
such list and shall only pay for those individuals who have been pre-approved by
NiSource. NiSource shall not pay for IBM’s internal HR resources or resources
handling IBM’s communication activities.
	 
	 	d.	 	IBM shall provide NiSource with a complete and accurate list of all employees
and contractors currently providing services to NiSource within the Service Towers to
be terminated (including CCC and MTC). IBM shall provide NiSource with access to such
individuals and shall allow NiSource to offer employment or contractor engagements to
any or all of such individuals. The timing for any such hires or engagements shall be
specified by NiSource. In addition, IBM shall not make any changes to the IBM
personnel and contractors as of the MOU, Effective Date except as discussed with and
approved by NiSource. In addition, IBM shall act in good faith and not encourage or
require any IBM personnel or contractor to resign prior to the transition back of the
applicable Services.
	 
	 	e.	 	IBM shall take the actions necessary or reasonably requested by NiSource to
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	 	 	 	specified by NiSource. IBM shall waive any restrictive or other covenants or
requirements relating to or imposed on such employees or contractors to the extent
the same would interfere with such release and/or hiring or engagement or restrict
or limit the actions of any such individual as an employee or contractor of
NiSource.






	 	f.	 	As requested by NiSource, IBM shall return all NiSource data and information
to NiSource in accordance with the format and media requirements set forth in the
Agreement.
	 
	 	g.	 	Upon NiSource’s request, IBM shall meet with those individuals designated by
NiSource as defined in the transition plans in order to provide training, knowledge
transfer and direction with respect to the operation and maintenance of the terminated
Services and related systems and processes.
	 
	 	h.	 	For the avoidance of doubt, IBM shall meet and comply with all Service
Levels, and the Service Level Credits shall apply, during any transition back and/or
Termination/Expiration Assistance period. NiSource does not and shall not waive any
Service Levels or Service Level Credits, subject to Section 13.4 of the Agreement.






	14.	 	Precedence.
	 
	 	 	To the extent any of the provisions herein are in conflict with or contradict the terms of
the Agreement, (a) all such terms shall be interpreted where possible so as to be
consistent with one another, and if such interpretation is not possible, then (b) the terms
contained herein shall prevail. Subject to the foregoing, these terms are intended to be
additive not in lieu of the terms of the Agreement. If the Agreement has additional terms,
then those terms shall be applicable as well. For the avoidance of doubt, IBM shall not
make any changes to the invoicing process (including the state by state break downs) with
respect to any of the Fees to be charged to NiSource.






	15.	 	Miscellaneous.






	 	a.	 	The terms and conditions set forth in this Amendment shall be deemed a part
of the Agreement for all purposes.
	 
	 	b.	 	Except as provided in this Amendment, the Agreement shall remain unchanged
and in full force and effect.
	 
	 	c.	 	Unless otherwise expressly provided herein, all amendments to the Agreement
set forth in this Amendment shall be effective as of the Amendment Effective Date.





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	 	d.	 	This Amendment, when read in conjunction with the Agreement (including all
Schedules, Exhibits and written amendments thereto), constitutes the entire agreement
between the Parties with respect to the subject matter contained in this Amendment,
and supersedes and replaces all prior agreements, whether written or oral, with
respect to such subject matter.
	 
	 	e.	 	The Parties hereto represent that each respectively has the authority to
enter this Amendment and the authority to grant the rights and privileges as set forth
herein. The individuals signing this Amendment hereby represent and warrant full
authority to sign on behalf of the respective Parties.
	 
	 	f.	 	Neither Party may assign this Amendment in whole or in part by operation of
law or otherwise except as consistent with the assignment terms set forth in the
Agreement.
	 
	 	g.	 	Any notice, consent, approval or other communication given pursuant to this
Amendment shall be in writing and shall be effective either when delivered personally
to the Party for whom it is intended or by facsimile (with confirmation of delivery)
or overnight delivery services (with confirmation of delivery) addressed to the
Parties as set forth in the notice section of the Agreement. A Party may designate a
different address by notice to the other Party given in accordance with the notice
section of the Agreement.
	 
	 	h.	 	This Amendment shall be governed by, construed and interpreted in accordance
with the laws of the State of Ohio, excluding its conflicts of laws rules.
	 
	 	i.	 	This Amendment may be executed in two or more counterparts (delivery of which
may occur via facsimile), each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument. This Amendment and any
documents delivered pursuant hereto, and any amendments hereto or thereto, to the
extent signed and delivered by means of a facsimile machine or as an attachment to an
electronic mail message in “pdf” or similar format, shall be treated in all manner and
respects as an original agreement or instrument and shall be considered to have the
same binding legal effect as if it were the original signed version thereof delivered
in person. At the request of any Party hereto or to any such agreement or instrument,
the other Party hereto or thereto shall re-execute original forms thereof and deliver
them to the requesting Party. No Party hereto or to any such agreement or instrument
shall raise the use of a facsimile machine or electronic mail attachment in “pdf” or
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	 	 	 	or agreement or instrument was transmitted or communicated through the use of a
facsimile machine or as an attachment to an electronic mail message as a defense to
the formation of a contract and each such Party forever waives any such defense. A
facsimile signature or electronically scanned copy of a signature shall constitute
and shall be deemed to be sufficient evidence of a Party’s execution of this
Amendment, without necessity of further proof. Each such copy shall be deemed an
original, and it shall not be necessary in making proof of this Amendment to
produce or account for more than one such counterpart.
	 
	 	j.	 	Each Party agrees not to publicize or disclose the financial terms and
conditions of this Amendment, except with the prior written consent of the other, as
required by law or in connection with communications with NiSource executives and/or
Board members.
	 
	 	k.	 	In accordance with the Agreement, IBM shall continue providing the Services,
and provide other Termination/Expiration Assistance Services, related to the
terminated scope as of the Amendment Effective Date (including, for example, knowledge
transfer, employee transition as applicable and other related unwind services) in
accordance with the Agreement, as and for the period requested by NiSource, not to
exceed 24 months following the Amendment Effective Date (the “Contractual Transition
Back Period”). Any extensions of the Contractual Transition Back Period shall be
mutually agreed upon by the Parties and set forth in a separate written instrument
signed by the Parties. Notwithstanding the foregoing, it is NiSource’s intent as of
the Amendment Effective Date to transition back the Services terminated hereunder in
accordance with the schedule set forth in Attachment F (the “Projected Transition Back
Period”). Notwithstanding anything to the contrary in this Amendment or the
Agreement, if this Amendment requires IBM to provide Services under a Service Tower
that has been terminated as of the Amendment Effective Date hereunder (in whole or in
part) for a fixed fee, then IBM shall provide such Services at the applicable fixed
fee (without any ECA adjustment) for the Projected Transition Back Period, and for up
to an additional 60-day period if NiSource gives IBM written notice 45 days prior to
the end of the applicable end date of the Projected Transition Back Period. The
charges applicable to any extension of the Services beyond such 60-day period shall be
equitably adjusted to account for the extended provision of Services and mutually
agreed between the Parties in writing. This provision shall not in any way limit or
eliminate IBM’s obligation to provide ongoing Termination/Expiration Assistance (other
than the ongoing Services) with respect to the transfer and unwinding of the Services
after the end of the applicable Projected Transition Back Period. For the purposes of
this Amendment, “Transition Back Completion Date” shall mean the actual date on which
the applicable terminated





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	 	 	 	Services have been fully transitioned back to NiSource or its designee (as agreed
to by NiSource). Upon reasonable notice to IBM, NiSource may accelerate a
transition back period and IBM shall transition back the affected Services within
the accelerated time frame, provided that it is reasonable.





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     IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be signed by their duly
authorized representatives, as of the date(s) set forth below.



	 	 	 	 	 	 	 	 	 	 	 
	NISOURCE CORPORATE SERVICES COMPANY	 	 	 	INTERNATIONAL BUSINESS
MACHINES CORPORATION
	 
	 	 	 	 	 	 	 	 	 	 
	Signature:

	 	/s/ Violet Sistovaris
 

	 	 
	 	Signature:
	 	/s/ Philip Guido
 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Violet Sistovaris
 

	 	 
	 	Name:
	 	Philip Guido
 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	Senior Vice President, Administrative Services
 

	 	 
	 	Title:
	 	GM, MBPS Americas
 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	December 12, 2007
 

	 	 
	 	Date:
	 	December 12, 2007
 

	 	 






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